19-B-17 issuance of City of Schertz combination tax and limited pledge revenue certificates of obligation series 2019FINAL
ORDINANCE NO. 19 -B -17
AN ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF
SCHERTZ, TEXAS COMBINATION TAX AND LIMITED PLEDGE
REVENUE CERTIFICATES OF OBLIGATION, SERIES 2019 ";
PROVIDING FOR THE PAYMENT OF SAID CERTIFICATES BY THE
LEVY OF AN AD VALOREM TAX UPON ALL TAXABLE PROPERTY
WITHIN THE CITY AND FURTHER SECURING SAID CERTIFICATES
BY A LIEN ON AND PLEDGE OF THE PLEDGED REVENUES OF THE
SYSTEM; PROVIDING THE TERMS AND CONDITIONS OF SAID
CERTIFICATES AND RESOLVING OTHER MATTERS INCIDENT AND
RELATING TO THE ISSUANCE, PAYMENT, SECURITY, SALE, AND
DELIVERY OF SAID CERTIFICATES, INCLUDING THE APPROVAL
AND DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING
THERETO; AUTHORIZING THE EXECUTION OF A PAYING
AGENT/REGISTRAR AGREEMENT AND AN OFFICIAL BID FORM;
COMPLYING WITH THE REQUIREMENTS OF THE LETTER OF
REPRESENTATIONS PREVIOUSLY EXECUTED WITH THE
DEPOSITORY TRUST COMPANY; AUTHORIZING THE EXECUTION
OF ANY NECESSARY ENGAGEMENT AGREEMENTS WITH THE
CITY'S FINANCIAL ADVISORS AND /OR BOND COUNSEL; AND
PROVIDING AN EFFECTIVE DATE
WHEREAS, the City Council of the City of Schertz, Texas (the City) has caused notice to
be given of its intention to issue certificates of obligation in the maximum principal amount of
$7,925,000 for the purpose of paying contractual obligations of the City to be incurred for making
permanent public improvements and for other public purposes, to -wit: (1) constructing street
improvements (including utilities repair, replacement, and relocation), curbs, gutters, and sidewalk
improvements, including drainage incidental thereto; (2) designing, constructing, acquiring,
purchasing, renovating, equipping, enlarging, and improving the City's utility system; (3)
acquiring and equipping a new fire truck, (4) the purchase of materials, supplies, equipment,
machinery, landscaping, land, and rights -of -way for authorized needs and purposes relating to the
aforementioned capital improvements; and (5) the payment of professional services related to the
design, construction, project management, and financing of the aforementioned projects. This
notice has been duly published in a newspaper hereby found and determined to be of general
circulation in the City, once a week for two (2) consecutive weeks, the date of the first publication
of such notice being not less than thirty (30) days prior to the tentative date stated therein for the
passage of the ordinance authorizing the issuance of such certificates of obligation; and
WHEREAS, no petition protesting the issuance of the certificates of obligation described
in this notice, signed by at least 5% of the qualified electors of the City, has been presented to or
filed with the City Secretary prior to the date tentatively set in such notice for the passage of this
ordinance; and
74394382.6
WHEREAS, the City Council hereby finds and determines that the issuance of the
certificates of obligation, under the terms herein specified, is in the best interests of the City and
its residents; and
WHEREAS, the City Council hereby finds and determines that certificates of obligation in
the principal amount of $7,495,000 described in such notice should be issued and sold at this time;
now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS
THAT:
SECTION 1. Authorization - Designation - Principal Amount - PUrpose. The certificates
of obligation of the City shall be and are hereby authorized to be issued in the aggregate principal
amount of SEVEN MILLION FOUR HUNDRED NINETY FIVE THOUSAND AND
NO /100 DOLLARS ($7,495,000), to be designated and bear the title of "CITY OF SCHERTZ,
TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF
OBLIGATION, SERIES 2019" (the Certificates), for the purpose of paying contractual
obligations of the City to be incurred for making permanent public improvements and for other
public purposes, to -wit: (1) constructing street improvements (including utilities repair,
replacement, and relocation), curbs, gutters, and sidewalk improvements, including drainage
incidental thereto; (2) designing, constructing, acquiring, purchasing, renovating, equipping,
enlarging, and improving the City's utility system; (3) acquiring and equipping a new fire truck,
(4) the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights -of-
way for authorized needs and purposes relating to the aforementioned capital improvements; and
(5) the payment of professional services related to the design, construction, project management,
and financing of the aforementioned projects, pursuant to the authority conferred by and in
conformity with the laws of the State of Texas, particularly the Certificate of Obligation Act of
1971, as amended, Texas Local Government Code Section 271.041 through Section 271.064,
Chapter 1502, as amended, Texas Government Code, and the City's Home Rule Charter.
SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated
Maturities - Interest Rates — Certificate Date. The Certificates are issuable in fully registered form
only; shall be dated August 1, 2019 (the Certificate Date) and shall be issued in denominations of
$5,000 or any integral multiple (within a Stated Maturity) thereof, and the Certificates shall
become due and payable on February 1 in each of the years and in principal amounts (the Stated
Maturities) and bear interest on the unpaid principal amounts from the Certificate Date, or from
the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly
provided for, to the earlier of redemption or Stated Maturity, at the per annum rates, while
Outstanding, in accordance with the following schedule:
Years of
Principal
Interest
Stated Maturit
Amounts ($)
Rates (% i
2020
375,000
3.000
2021
385,000
3.000
2022
395,000
3.000
2023
410,000
3.000
74394382.6 -2-
Years of
Principal
Interest
Stated Maturity
Amounts (
Rates (%)
2024
420,000
5.000
2025
435,000
4.000
2026
460,000
4.000
2027
295,000
4.000
2028
305,000
4.000
2029
315,000
2.500
2030
320,000
3.000
2031
330,000
3.000
2032
340,000
3.000
2033
355,000
3.000
2034
365,000
3.000
2035
375,000
3.000
2036
385,000
3.000
2037
400,000
3.000
2038
410,000
3.000
2039
420,000
3.000
The Certificates shall bear interest on the unpaid principal amounts from the Certificate
Date, or from the most recent Interest Payment Date (hereinafter defined) to which interest has
been paid or duly provided for, to Stated Maturity or prior redemption, while Outstanding, at the
rates per annum shown in the above schedule (calculated on the basis of a 360 -day year of twelve
30 -day months). Interest on the Certificates shall be payable on February 1 and August 1 in each
year (each, an Interest Payment Date), commencing February 1, 2020, while the Certificates are
Outstanding.
SECTION 3. Pavinent of Certificates - Paving Ae- ent/Recistrar. The principal of,
premium, if any, and interest on the Certificates, due and payable by reason of Stated Maturity,
redemption, or otherwise, shall be payable in any coin or currency of the United States of America
which at the time of payment is legal tender for the payment of public and private debts, and such
payment of principal of, premium if any, and interest on the Certificates shall be without exchange
or collection charges to the Holder (hereinafter defined) of the Certificates.
The selection and appointment of UMB Bank, N.A., Austin, Texas (the Paying
Agent /Registrar) to serve as the initial Paying Agent/Registrar, for the Certificates is hereby
approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at
the corporate trust office of the Paying Agent/Registrar books and records (the Security Register)
for the registration, payment and transfer of the Certificates, all as provided herein, in accordance
with the terms and provisions of a Paying Agent/Registrar Agreement, attached, in substantially
final form, as Exhibit A hereto, and such reasonable rules and regulations as the Paying
Agent/Registrar and City may prescribe. The City covenants to maintain and provide a Paying
Agent/Registrar at all times while the Certificates are Outstanding, and any successor Paying
74394382.6 -3-
Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a
corporation organized and doing business under the laws of the United States of America or of any
state, authorized under such laws to exercise trust powers. Such Paying Agent /Registrar shall be
subject to supervision or examination by federal or state authority and authorized by law to serve
as a Paying Agent /Registrar.
The City reserves the right to appoint a successor Paying Agent/Registrar upon providing
the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating
such agency. Additionally, the City agrees to promptly cause a written notice of this substitution
to be sent to each Holder of the Certificates by United States mail, first -class postage prepaid,
which notice shall also give the address of the new Paying Agent/Registrar.
Principal of, premium, if any, and interest on the Certificates, due and payable by reason
of Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the
Certificates appearing on the Security Register (the Holder or Holders) maintained on behalf of
the City by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (hereinafter
defined) for purposes of payment of interest thereon, (ii) on the date of surrender of the Certificates
for purposes of receiving payment of principal thereof upon redemption of the Certificates or at
the Certificates' Stated Maturity, and (iii) on any other date for any other purpose. The City and
the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a
Certificate for purposes of receiving payment and all other purposes whatsoever, and neither the
City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the
contrary.
Principal of and premium, if any, on the Certificates shall be payable only upon
presentation and surrender of the Certificates to the Paying Agent/Registrar at its corporate trust
office. Interest on the Certificates shall be paid to the Holder whose name appears in the Security
Register at the close of business on the fifteenth day of the month next preceding an Interest
Payment Date for the Certificates (the Record Date) and shall be paid (i) by check sent on or prior
to the appropriate date of payment by United States mail, first -class postage prepaid, by the Paying
Agent/Registrar, to the address of the Holder appearing in the Security Register or (ii) by such
other method, acceptable to the Paying Agent/Registrar, requested in writing by the Holder at the
Holder's risk and expense.
If the date for the payment of the principal of, premium, if any, or interest on the
Certificates shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in
the city where the 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
which is not such a day. The payment on such date shall have the same force and effect as if made
on the original date any such payment on the Certificates was due.
In the event of a non - payment of interest on a scheduled payment date, and for thirty (30)
days thereafter, a new record date for such interest payment (a Special Record Date) will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest have
been received from the City. Notice of the Special Record Date and of the scheduled payment
date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the
Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date
74394382.6 4-
by United States mail, first -class postage prepaid, to the address of each Holder of a Certificate
appearing on the Security Register at the close of business on the last business day next preceding
the date of mailing of such notice.
SECTION 4. Redemption.
A. Optional Redemption. The Certificates having Stated Maturities on and after
February 1, 2029 shall be subject to redemption prior to Stated Maturity, at the option of the City,
on February 1, 2028, or on any date thereafter, as a whole or in part, in principal amounts of $5,000
or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by
the Paying Agent /Registrar), at the redemption price of par plus accrued interest to the date of
redemption.
B. Exercise of Redemption 012tion. At least forty -five (45) days prior to a date set for
the redemption of Certificates (unless a shorter notification period shall be satisfactory to the
Paying Agent /Registrar), the City shall notify the Paying Agent/Registrar of its decision to exercise
the right to redeem Certificates, the principal amount of each Stated Maturity to be redeemed, and
the date set for the redemption thereof. The decision of the City to exercise the right to redeem
Certificates shall be entered in the minutes of the governing body of the City.
C. Selection of Certificates for Redemption. If less than all Outstanding Certificates
of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar
shall select at random and by lot the Certificates to be redeemed, provided that if less than the
entire principal amount of a Certificate is to be redeemed, the Paying Agent /Registrar shall treat
such Certificate then subject to redemption as representing the number of Certificates Outstanding
which is obtained by dividing the principal amount of such Certificate by $5,000.
D. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for
the Certificates, the Paying Agent/Registrar shall cause a notice of redemption to be sent by United
States mail, first -class postage prepaid, in the name of the City and at the City's expense, by the
Paying Agent/Registrar to each Holder of a Certificate to be redeemed, in whole or in part, at the
address of the Holder appearing on the Security Register at the close of business on the business
day next preceding the date of mailing such notice, and any notice of redemption so mailed shall
be conclusively presumed to have been duly given irrespective of whether received by the Holder.
This notice may also be published once in a financial publication, journal, or reporter of general
circulation among securities dealers in the City of New York, New York (including, but not limited
to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not
limited to, The Texas Bond Reporter).
All notices of redemption shall (i) specify the date of redemption for the Certificates,
(ii) identify the Certificates to be redeemed and, in the case of a portion of the principal amount to
be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price,
(iv) state that the Certificates, or the portion of the principal amount thereof to be redeemed, shall
become due and payable on the redemption date specified, and the interest thereon, or on the
portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the
redemption date, and (v) specify that payment of the redemption price for the Certificates, or the
74394382.6 -5-
principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying
Agent/Registrar only upon presentation and surrender thereof by the Holder.
If a Certificate is subject by its terms to redemption and has been called for redemption and
notice of redemption thereof has been duly given or waived as herein provided, such Certificate
(or the principal amount thereof to be redeemed) so called for redemption shall become due and
payable, and if money sufficient for the payment of such Certificates (or of the principal amount
thereof to be redeemed) at the then applicable redemption price is held for the purpose of such
payment by the Paying Agent /Registrar, then on the redemption date designated in such notice,
interest on the Certificates (or the principal amount thereof to be redeemed) called for redemption
shall cease to accrue and such Certificates shall not be deemed to be Outstanding in accordance
with the provisions of this Ordinance.
E. Transfer /Exchanze of Certificates. Neither the City nor the Paying Agent/Registrar
shall be required (1) to transfer or exchange any Certificate during a period beginning forty-five
(45) days prior to the date fixed for redemption of the Certificates or (2) to transfer or exchange
any Certificate selected for redemption, provided, however, such limitation of transfer shall not be
applicable to an exchange by the Holder of the unredeemed balance of a Certificate which is
subject to redemption in part.
SECTION 5. Execution - Re,-,istration. The Certificates shall be executed on behalf of
the City by its Mayor or Mayor Pro Tern under the seal of the City reproduced or impressed thereon
and attested by its City Secretary. The signature of either of said officers on the Certificates may
be manual or facsimile. Certificates bearing the manual or facsimile signatures of individuals who
were, at the time of the Certificate Date, the proper officers of the City shall bind the City,
notwithstanding that such individuals or either of them shall cease to hold such offices prior to the
delivery of the Certificates to the Purchasers (hereinafter deemed), all as authorized and provided
in Chapter 1201, as amended, Texas Government Code.
No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Certificate either a certificate of
registration substantially in the form provided in Section 8C, executed by the Comptroller of Public
Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate
of registration substantially in the form provided in Section 8D, executed by the Paying
Agent/Registrar by manual signature, and either such certificate upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly certified or
registered and delivered.
SECTION 6. Reistration - Transfer- Exchanue of Certificates -Predecessor Certificates.
The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name
and address of every owner of the Certificates, or if appropriate, the nominee thereof. Any
Certificate may, in accordance with its terms and the terms hereof, be transferred or exchanged for
Certificates of other authorized denominations upon the Security Register by the Holder, in person
or by his duly authorized agent, upon surrender of such Certificate to the Paying Agent/Registrar
for cancellation, accompanied by a written instrument of transfer or request for exchange duly
executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying
Agent/Registrar.
74394382.6 -6-
Upon surrender for transfer of any Certificate at the corporate trust office of the Paying
Agent/Registrar, the City shall execute and the Paying Agent/Registrar shall register and deliver,
in the name of the designated transferee or transferees, one or more new Certificates of authorized
denomination and having the same Stated Maturity and of a like interest rate and aggregate
principal amount as the Certificate or Certificates surrendered for transfer.
At the option of the Holder, Certificates may be exchanged for other Certificates of
authorized denominations and having the same Stated Maturity, bearing the same rate of interest
and of like aggregate principal amount as the Certificates surrendered for exchange upon surrender
of the Certificates to be exchanged at the corporate trust office of the Paying Agent/Registrar.
Whenever any Certificates are so surrendered for exchange, the City shall execute, and the Paying
Agent/Registrar shall register and deliver, the Certificates to the Holder requesting the exchange.
All Certificates issued upon any transfer or exchange of Certificates shall be delivered at
the corporate trust office of the Paying Agent /Registrar, or be sent by registered mail to the Holder
at his request, risk, and expense, and upon the delivery thereof, the same shall be the valid and
binding obligations of the City, evidencing the same obligation to pay, and entitled to the same
benefits under this Ordinance, as the Certificates surrendered upon such transfer or exchange.
All transfers or exchanges of Certificates pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that the
Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange
of any tax or other governmental charges required to be paid with respect to such transfer or
exchange.
Certificates cancelled by reason of an exchange or transfer pursuant to the provisions
hereof are hereby defined to be Predecessor Certificates, evidencing all or a portion, as the case
may be, of the same debt evidenced by the new Certificate or Certificates registered and delivered
in the exchange or transfer therefor. Additionally, the term Predecessor Certificates shall include
any Certificate registered and delivered pursuant to Section 25 in lieu of a mutilated, lost,
destroyed, or stolen Certificate which shall be deemed to evidence the same obligation as the
mutilated, lost, destroyed, or stolen Certificate.
SECTION 7. Initial Certificate. The Certificates herein authorized shall be issued
initially either (i) as a single fully registered Certificate in the total principal amount of $7,495,000
with principal installments to become due and payable as provided in Section 2 and numbered T-
1, or (ii) as one (1) fully registered Certificate for each year of Stated Maturity in the applicable
principal amount and denomination and to be numbered consecutively from T -1 and upward (the
Initial Certificate) and, in either case, the Initial Certificate shall be registered in the name of the
Purchasers or the designee thereof. The Initial Certificate shall be the Certificate submitted to the
Office of the Attorney General of the State of Texas for approval, certified and registered by the
Office of the Comptroller of Public Accounts of the State of Texas and delivered to the Purchasers.
Any time after the delivery of the Initial Certificate to the Purchasers, the Paying Agent/Registrar,
pursuant to written instructions from the Purchasers or their designee, shall cancel the Initial
Certificate delivered hereunder and exchange therefor definitive Certificates of authorized
denominations, Stated Maturities, principal amounts and bearing applicable interest rates on the
unpaid principal amounts from the Certificate Date, or from the most recent Interest Payment Date
74394382.6 -7-
to which interest has been paid or duly provided for, to Stated Maturity, and shall be lettered "R"
and numbered consecutively from one (1) upward for transfer and delivery to the Holders named
at the addresses identified therefor; all pursuant to and in accordance with such written instructions
from the Purchasers, or the designee thereof, and such other information and documentation as the
Paying Agent/Registrar may reasonably require.
SECTION 8. Forms.
A. Forms Generally. The Certificates, the Registration Certificate of the Comptroller
of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar,
and the form of Assignment to be printed on each of the Certificates shall be substantially in the
forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other
variations as are permitted or required by this Ordinance and may have such letters, numbers, or
other marks of identification (including identifying numbers and letters of the Committee on
Uniform Securities Identification Procedures of the American Bankers Association) and such
legends and endorsements (including insurance legends and any reproduction of an opinion of
Bond Counsel (hereinafter referenced)) thereon as may, consistent herewith, be established by the
City or determined by the officers executing the Certificates as evidenced by their execution
thereof. Any portion of the text of any Certificate may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Certificate.
The definitive Certificates shall be printed, lithographed, or engraved, produced by any
combination of these methods, or produced in any other similar manner, all as determined by the
officers executing the Certificates as evidenced by their execution thereof, but the Initial
Certificate submitted to the Attorney General of the State of Texas may be typewritten or
photocopied or otherwise reproduced.
[The remainder of this page intentionally left, blank.]
74394382.6 -8-
B. Form of Definitive Certificate.
REGISTERED
REGISTERED PRINCIPAL AMOUNT
NO. $
United States of America
State of Texas
Counties of Guadalupe, Comal, and Bexar
CITY OF SCHERTZ, TEXAS
COMBINATION TAX AND LIMITED PLEDGE REVENUE
CERTIFICATES OF OBLIGATION, SERIES 2019
Certificate Date: Interest Rate: Stated Maturity: CUSIP No.
August 1, 2019
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The City of Schertz, Texas (the City), a body corporate and municipal corporation in the
Counties of Guadalupe, Comal, and Bexar, State of Texas, for value received, acknowledges itself
indebted to and hereby promises to pay to the order of the Registered Owner specified above, or
the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount
specified above (or so much thereof as shall not have been paid upon prior redemption) and to pay
interest on the unpaid Principal Amount hereof from the Certificate Date specified above, or from
the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly
provided for until such Principal Amount has become due and payment thereof has been made or
duly provided for, to the earlier of redemption or Stated Maturity, while Outstanding, at the per
annum rate of interest specified above computed on the basis of a 360 -day year of twelve 30 -day
months; such interest being payable on February 1 and August 1 of each year (each, an Interest
Payment Date), commencing February 1, 2020.
Principal and premium, if any, of this Certificate shall be payable to the Registered Owner
hereof (the Holder), upon presentation and surrender, at the corporate trust office of the Paying
Agent/Registrar executing the registration certificate appearing hereon or a successor thereof.
Interest shall be payable to the Holder of this Certificate (or one or more Predecessor Certificates,
as defined in the Ordinance hereinafter referenced) whose name appears on the Security Register
maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is
the fifteenth day of the month next preceding each Interest Payment Date. All payments of
principal of and interest on this Certificate shall be in any coin or currency of the United States of
America which at the time of payment is legal tender for the payment of public and private debts.
Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate
date of payment by United States mail, first -class postage prepaid, to the Holder hereof at the
address appearing in the Security Register or by such other method, acceptable to the Paying
Agent /Registrar, requested by the Holder hereof at the Holder's risk and expense.
74394382.6
This Certificate is one of the series specified in its title issued in the aggregate principal
amount of $7,495,000 (the Certificates) pursuant to an Ordinance adopted by the governing body
of the City (the Ordinance), for the purpose of paying contractual obligations of the City to be
incurred for making permanent public improvements and for other public purposes, to -wit:.
(1) constructing street improvements (including utilities repair, replacement, and relocation),
curbs, gutters, and sidewalk improvements, including drainage incidental thereto; (2) designing,
constructing, acquiring, purchasing, renovating, equipping, enlarging, and improving the City's
utility system; (3) acquiring and equipping a new fire truck, (4) the purchase of materials, supplies,
equipment, machinery, landscaping, land, and rights -of -way for authorized needs and purposes
relating to the aforementioned capital improvements; and (5) the payment of professional services
related to the design, construction, project management, and financing of the aforementioned
projects, under and in strict conformity with the laws of the State of Texas, particularly Chapter
1502, as amended, Texas Government Code, the Certificate of Obligation Act of 1971, as
amended, Texas Local Government Code, Section 271.041 through 271.064, and the City's Home
Rule Charter.
As provided in the Ordinance, the Certificates having Stated Maturities on and after
February 1, 2029 shall be subject to redemption prior to Stated Maturity, at the option of the City,
on February 1, 2028, or on any date thereafter, as a whole or in part, in principal amounts of $5,000
or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by
the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of
redemption; provided, however, that at least thirty (30) days prior written notice shall be sent to
the Holders of the Certificates to be redeemed by United States mail, first -class postage prepaid,
and subject to the terms and provisions relating thereto contained in the Ordinance. If this
Certificate is subject to redemption prior to Stated Maturity and is in a denomination in excess of
$5,000, portions of the principal sum hereof in installments of $5,000 or any integral multiple
thereof may be redeemed, and, if less than all of the principal sum hereof is to be redeemed, there
shall be issued, without charge therefor, to the Holder hereof, upon the surrender of this Certificate
to the Paying Agent/Registrar at its corporate trust office, a new Certificate or Certificates of like
Stated Maturity and interest rate in any authorized denominations provided in the Ordinance for
the then unredeemed balance of the principal sum hereof.
If this Certificate (or any portion of the principal sum hereof) shall have been duly called
for redemption and notice of such redemption has been duly given, then upon such redemption
date this Certificate (or the portion of the principal sum hereof to be redeemed) shall become due
and payable, and, if the money for the payment of the redemption price, and the interest accrued
on the principal amount to be redeemed to the date of redemption is held for the purpose of such
payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable hereon from
and after the redemption date on the principal amount hereof to be redeemed. If this Certificate is
called for redemption, in whole or in part, the City or the Paying Agent/Registrar shall not be
required to issue, transfer, or exchange this Certificate within forty -five (45) days of the date fixed
for redemption; provided, however, such limitation of transfer shall not be applicable to an
exchange by the Holder of the unredeemed balance hereof in the event of its redemption in part.
The Certificates of this series are payable from the proceeds of an ad valorem tax levied
upon all taxable property within the City, within the limitations prescribed by law, and are further
payable from and secured by a lien on and pledge of the Pledged Revenues (identified and defined
74394382.6 -10-
in the Ordinance), being a limited amount of the Net Revenues derived from the operation of the
City's combined utility system (the System), such lien on and pledge of the limited amount of Net
Revenues being subordinate and inferior to the lien on and pledge of such Net Revenues securing
payment of any Prior Lien Obligations, Junior Lien Obligations, or Subordinate Lien Obligations
hereafter issued by the City. The City has previously authorized the issuance of the currently
outstanding Limited Pledge Obligations (identified and defined in the Ordinance) that are payable,
in part, from and secured by a lien on and pledge of a limited amount of the Net Revenues of the
System in the manner and as described in the ordinances authorizing the issuance of the currently
outstanding Limited Pledge Obligations. In the Ordinance, the City reserves and retains the right
to issue Prior Lien Obligations, Junior Lien Obligations, Subordinate Lien Obligations, and
Additional Limited Pledge Obligations (all as identified and defined in the Ordinance), while the
Certificates are Outstanding, without limitation as to principal amount but subject to any terms,
conditions or restrictions as may be applicable thereto under law or otherwise.
Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust
office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his
acceptance hereof hereby assents, for definitions of terms; the description of and the nature and
extent of the tax levied and the revenues pledged for the payment of the Certificates; the terms and
conditions under which the City may issue Prior Lien Obligations, Junior Lien Obligations,
Subordinate Lien Obligations, and Additional Limited Pledge Obligations; the terms and
conditions relating to the transfer or exchange of the Certificates; the conditions upon which the
Ordinance may be amended or supplemented with or without the consent of the Holder; the rights,
duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon
which this Certificate may be redeemed or discharged at or prior to the Stated Maturity thereof,
and deemed to be no longer Outstanding thereunder; and for the other terms and provisions
specified in the Ordinance. Capitalized terms used herein without definition have the same
meanings assigned in the Ordinance.
This Certificate, subject to certain limitations contained in the Ordinance, may be
transferred on the Security Register upon presentation and surrender at the corporate trust office
of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or
his duly authorized agent, and thereupon one or more new fully registered Certificates of the same
Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same
aggregate principal amount will be issued to the designated transferee or transferees.
The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder
hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof
for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Certificate
as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity or
its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other
purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall be
affected by notice to the contrary. In the event of a non - payment of interest on a scheduled payment
date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special
Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment
of such interest have been received from the City. Notice of the Special Record Date and of the
scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen
74394382.6 -11-
(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
Holder appearing on the Security Register at the close of business on the last business day next
preceding the date of mailing of such notice.
It is hereby certified, covenanted, and represented that all acts, conditions, and things
required to be performed, exist, and be done precedent to the issuance of this Certificate in order
to render the same a legal, valid, and binding obligation of the City have been performed, exist,
and have been done, in regular and due time, form, and manner, as required by the laws of the
State of Texas and the Ordinance, and that issuance of the Certificates does not exceed any
constitutional or statutory limitation; and that due provision has been made for the payment of the
principal of, premium if any, and interest on the Certificates by the levy of a tax and collection of
Pledged Revenues as aforestated. In case any provision in this Certificate or any application
thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability
of the remaining provisions and applications shall not in any way be affected or impaired thereby.
The terms and provisions of this Certificate and the Ordinance shall be construed in accordance
with and shall be governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the City has caused this Certificate to be duly executed under
its official seal.
C
ATTEST:
City Secretary
(CITY SEAL)
74394382.6 -12-
C. *Form of_Re::istra_tion Certificate of Comptroller of Public Accounts to At7 �e1 ar on
Initial Certificate Onh .
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER OF
PUBLIC ACCOUNTS
REGISTER NO.
THE STATE OF TEXAS
I HEREBY CERTIFY that this Certificate has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of
Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
*NOTE TO PRINTER: Do not print on Definitive Certificates.
Only.
D. *Form of Certificate of Paving Agent/Registrar to Appear on Definitive Certificates
REGISTRATION CERTIFICATE OF PAYING AGENT /REGISTRAR
This Certificate has been duly issued under the provisions of the within- mentioned
Ordinance; the Certificate or Certificates of the above - entitled and designated series originally
delivered having been approved by the Attorney General of the State of Texas and registered by
the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar.
Registered this date: UMB BANK, N.A., Austin, Texas, as Paying
Agent/Registrar
By:
Authorized Signature
*NOTE TO PRINTER: Print on Definitive Certificates.
74394382.6 -13-
E. Form of Assi,-, nnent.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print
or typewrite name, address, and zip code of transferee):
(Social Security or other identifying number):
the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Certificate on the books kept for
registration thereof, with full power of substitution in the premises.
DATED:
NOTICE: The signature on this assignment must correspond
with the name of the registered owner as it appears on the
face of the within Certificate in every particular.
Signature guaranteed:
F. Form of Initial Certificate. The Initial Certificate shall be in the form set forth in
paragraph B of this Section, except that the form of a single fully registered Initial Certificate shall
be modified as follows:
(i) immediately under the name of the Certificate the headings "Interest Rate and "Stated
Maturity shall both be completed "as shown below ";
(ii) the first two paragraphs shall read as follows:
The City of Schertz, Texas (the City), a body corporate and municipal corporation in the
Counties of Guadalupe, Comal, and Bexar, State of Texas, for value received, acknowledges itself
indebted to and hereby promises to pay to the order of the Registered Owner named above, or the
registered assigns thereof, the Principal Amount specified above stated to mature on the first day
of February in each of the years and in principal amounts and bearing interest at per annum rates
in accordance with the following schedule:
Years of Principal Interest
Stated Maturity Amounts M Rates � %1
(Information to be inserted
from schedule in Section 2 hereof)
(or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the
unpaid Principal Amounts hereof from the Certificate Date specified above, or from the most
74394382.6 -14-
recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided
for until the Principal Amount has become due and payment thereof has been made or duly
provided for, to the earlier of redemption or Stated Maturity, at the per annum rates of interest
specified above, computed on the basis of a 360 -day year of twelve 30 -day months; such interest
being payable on February 1 and August 1 of each year (each, an Interest Payment Date),
commencing February 1, 2020.
Principal of this Certificate shall be payable to the Registered Owner hereof (the Holder),
upon its presentation and surrender, to Stated Maturity or prior redemption, while Outstanding, at
the corporate trust office of UMB Bank, N.A., Austin, Texas (the Paying Agent /Registrar).
Interest shall be payable to the Holder of this Certificate whose name appears on the Security
Register maintained by the Paying Agent/Registrar at the close of business on the Record Date,
which is the fifteenth day of the month next preceding each Interest Payment Date. All payments
of principal of and interest on this Certificate shall be in any coin or currency of the United States
of America which at the time of payment is legal tender for the payment of public and private
debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the
appropriate date of payment by United States mail, first -class postage prepaid, to the Holder hereof
at the address appearing in the Security Register or by such other method, acceptable to the Paying
Agent/Registrar, requested by, and at the risk and expense of, the Holder hereof.
[END OF FORM]
G. Insurance Legend. If bond insurance is obtained by the City or the Purchasers for
the Certificates, the Definitive Certificates and the Initial Certificate shall bear an appropriate
legend as provided by the insurer, to appear under the following header.
[BOND INSURANCE]
SECTION 9. Defmitions. For all purposes of this Ordinance (as defined below), except
as otherwise expressly provided or unless the context otherwise requires: (i) the terms defined in
this Section have the meanings assigned to them in this Section, and certain terms used in
Sections 27 and 44 of this Ordinance have the meanings assigned to them in Sections 27 and 44
of this Ordinance, and all such terms, include the plural as well as the singular; (ii) all references
in this Ordinance to designated "Sections" and other subdivisions are to the designated Sections
and other subdivisions of this Ordinance as originally adopted; and (iii) the words "herein",
"hereof, and "hereunder" and other words of similar import refer to this Ordinance as a whole and
not to any particular Section or other subdivision.
A. The term Additional Limited Pledge Obligations shall mean (i) any bonds, notes,
warrants, certificates of obligation or other evidences of indebtedness hereafter issued by the City
payable in part from a limited pledge of and lien on Net Revenues of the System such pledge being
subordinate and inferior to the lien thereon and pledge thereof securing the payment of any Prior
Lien Obligations, Junior Lien Obligations, or Subordinate Lien Obligations hereafter issued by the
City, which pledge of revenues is limited pursuant to Section 1502.052, as amended, Texas
Government Code, all as further provided in Section 20 of this Ordinance, and (ii) any obligations
issued to refund the foregoing as determined by the City Council in accordance with applicable
law.
74394382.6 -15-
B. The term Authorized Officials shall mean the Mayor, the Mayor Pro Tern, the City
Manager, the Executive Director, the Director of Finance, and/or the City Secretary.
C. The term Certificates shall mean the $7,495,000 "CITY OF SCHERTZ, TEXAS
COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF
OBLIGATION, SERIES 2019" authorized by this Ordinance.
D. The term Certificate Fund shall mean the special Fund created and established by
the provisions of Section 10 of this Ordinance.
E. The term City shall mean the City of Schertz, located in Guadalupe, Comal, and
Bexar Counties, Texas and, where appropriate, the City Council of the City.
F. The term Closing Date shall mean the date of physical delivery of the Initial
Certificates in exchange for the payment of the agreed purchase price for the Certificates.
G. The term Collection Date shall mean, when reference is being made to the levy and
collection of annual ad valorem taxes, the date the annual ad valorem taxes levied each year by the
City become delinquent.
H. The term Debt Service Requirements shall mean, as of any particular date of
computation, with respect to any obligations and with respect to any period, the aggregate of the
amounts to be paid or set aside by the City as of such date or in such period for the payment of the
principal of, premium, if any, and interest (to the extent not capitalized) on such obligations;
assuming, in the case of obligations without a fixed numerical rate, that such obligations bear
interest at the maximum rate permitted by the terms thereof and further assuming in the case of
obligations required to be redeemed or prepaid as to principal prior to Stated Maturity, the principal
amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory
redemption provisions applicable thereto.
I. The term Depository shall mean an official depository bank of the City.
J. The term Fiscal Year shall mean the annual financial accounting period for the
System now ending on September 30th of each year; provided, however, the City Council may
change such annual financial accounting period to end on another date if such change is found and
determined to be necessary for accounting purposes or is required by applicable law.
K. The term Government Securities, as used herein, shall mean (i) direct noncallable
obligations of the United States, including obligations that are unconditionally guaranteed by, the
United States of America; (ii) noncallable obligations of an agency or instrumentality of the United
States, including obligations that are unconditionally guaranteed or insured by the agency or
instrumentality and that, on the date the governing body of the issuer adopts or approves the
proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a
nationally recognized investment rating firm not less than "AAA" or its equivalent;
(iii) noncallable obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and that, on the date the governing body of the issuer
adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to
investment quality by a nationally recognized investment rating firm not less than "AAA" or its
74394382.6 -16-
equivalent, or (iv) any additional securities and obligations hereafter authorized by the laws of the
State of Texas as eligible for use to accomplish the discharge of obligations such as the Certificates.
L. The term Gross Revenues for any period shall mean all revenue during such period
in respect or on account of the operation or ownership of the System, excluding refundable meter
deposits, restricted gifts, and grants in aid of construction, but including earnings and income
derived from the investment or deposit of money in any special fund or account (except the
Certificate Fund) created and established for the payment or security of the Certificates.
M. The term Holder or Holders shall mean the registered owner, whose name appears
in the Security Register, for any Certificate.
N. The term Interest Payment Date shall mean the date interest is payable on the
Certificates, being February 1 and August 1 of each year, commencing February 1, 2020, while
any of the Certificates remain Outstanding.
O. The term Junior Lien Obligations shall mean (i) any bonds, notes, warrants,
certificates of obligation or any similar obligations hereafter issued by the City that are payable in
whole or in part from and equally and ratably secured by a junior and inferior lien on and pledge
of the Net Revenues of the System, such pledge being junior and inferior to the lien on and pledge
of the Net Revenues of the System that may be pledged to the payment of any Prior Lien
Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net
Revenues of the System that are or will be pledged to the payment of the currently outstanding
Limited Pledge Obligations, and the Certificates, or any Subordinate Lien Obligations or
Additional Limited Pledge Obligations hereafter issued by the City all as further provided in
Section 20 of this Ordinance and (ii) obligations hereafter issued to refund any of the foregoing
that are payable from and equally and ratably secured by a junior and inferior lien on and pledge
of the Net Revenues of the System as determined by the City Council in accordance with any
applicable law.
P. The term Limited Pledge Obligations shall mean (i) the Certificates and the
outstanding and unpaid obligations of the City that are payable, in part, from and secured by a
subordinate and inferior lien on and pledge of a limited amount of the Net Revenues of the System
and designated as follows:
(1) "City of Schertz, Texas Combination Tax and Limited Pledge Revenue
Certificates of Obligation, Series 2007 ", dated January 1, 2007, originally issued in the
aggregate principal amount of $9,915,000;
(2) "City of Schertz, Texas Combination Tax and Limited Pledge Revenue
Certificates of Obligation, Series 2013 ", dated September 1, 2013, originally issued in the
aggregate principal amount of $4,965,000;
(3) "City of Schertz, Texas Combination Tax and Limited Pledge Revenue
Certificates of Obligation, Series 2016A ", dated August 1, 2016, originally issued in the
aggregate principal amount of $2,375,000;
74394382.6 -17-
(4) "City of Schertz, Texas Combination Tax and Limited Pledge Revenue
Certificates of Obligation, Taxable Series 2016B ", dated August 1, 2016, originally issued
in the aggregate principal amount of $1,475,000;
(5) "City of Schertz, Texas Combination Tax and Limited Pledge Revenue
Certificates of Obligation, Series 2017 ", dated May 15, 2017, originally issued in the
aggregate principal amount of $5,475,000;
(6) "City of Schertz, Texas Combination Tax and Limited Pledge Revenue
Certificates of Obligation, Series 2018 ", dated July 1, 2018, originally issued in the
aggregate principal amount of $10,440,000; and
(ii) any obligations hereafter issued to refund any of the foregoing as determined by the City
Council in accordance with any applicable law.
Q. The term Maintenance and Operating Expenses shall mean all current expenses of
operating and maintaining the System not paid from the proceeds of the Certificates, including
(1) the cost of all salaries, labor, materials, repairs, and extensions necessary to render efficient
service, but only if, in the case of repairs and extensions, they are, in the judgment of the City
Council (reasonably and fairly exercised), necessary to maintain operation of the System and
render adequate service to the City and the inhabitants thereof, or are necessary to meet some
physical accident or condition which would otherwise impair obligations payable from Net
Revenues, (2) payments to pension, retirement, health, hospitalization, and other employee benefit
funds for employees of the City engaged in the operation or maintenance of the System,
(3) payments under contracts for the purchase of water supply, treatment of sewage, or other
materials, goods, or services for the System to the extent authorized by law and the provisions of
such contract, (4) payments to auditors, attorneys, and other consultants incurred in complying
with the obligations of the City hereunder, and (5) any legal liability of the City arising out of the
operation, maintenance, or condition of the System, but excluding any allowance for depreciation,
property retirement, depletion, obsolescence, and other items not requiring an outlay of cash and
any interest on the Certificates or other bonds, notes, warrants, or similar obligations of the City
payable from Net Revenues.
R. The term Net Revenues for any period shall mean the Gross Revenues of the System
less the Maintenance and Operating Expenses of the System.
S. The term Ordinance shall mean this ordinance as finally passed and adopted by the
City Council of the City.
T. The term Outstanding when used in this Ordinance with respect to the Certificates
shall mean, as of the date of determination, all Certificates issued and delivered under this
Ordinance, except:
(1) those Certificates cancelled by the Paying Agent/Registrar or delivered to
the Paying Agent /Registrar for cancellation;
(2) those Certificates for which payment has been duly provided by the City in
accordance with the provisions of Section 29 of this Ordinance; and
74394382.6 -18-
(3) those Certificates that have been mutilated, destroyed, lost, or stolen and
replacement Certificates have been registered and delivered in lieu thereof as provided in
Section 25 of this Ordinance.
U. The term Pledged Revenues shall mean, while the Certificates remain Outstanding,
an amount of Net Revenues not in excess of $1,000. The Pledged Revenues shall be deposited,
allocated, and expended in accordance with Section 10 of this Ordinance.
V. The term Pledged Revenue Amount shall mean the total amount, not to exceed
$1,000 while the Certificates are Outstanding, of Net Revenues that may be transferred in whole
or in part by the City in any given Fiscal Year (however, any amounts transferred prior to the final
maturity date of the Certificates may not exceed the total amount of $1,000) to the Certificate
Fund.
W. The term Prior Lien Obligations shall mean (i) any bonds, notes, warrants,
certificates of obligation or any similar obligations hereafter issued by the City that are payable in
whole or in part from and equally and ratably secured by a first and prior lien on and pledge of the
Net Revenues of the System, all as further provided in Section 20 of this Ordinance, and (ii) any
obligations hereafter issued to refund the foregoing if issued in a manner so as to be payable from
and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues of the
System as determined by the City Council in accordance with any applicable law.
X. The term Purchasers shall mean the initial purchaser or purchasers of the
Certificates named in Section 26 of this Ordinance.
Y. The term Stated Maturity shall mean the annual principal payments of the
Certificates payable on February 1 of each year the Certificates are Outstanding as set forth in
Section 2 of this Ordinance.
Z. The term Subordinate Lien Obligations shall mean (i) any bonds, notes, warrants,
certificates of obligation, or any similar obligations hereafter issued by the City that are payable
in whole or in part from and equally and ratably secured by a lien on and pledge of the Net
Revenues of the System, such pledge being subordinate and inferior to the lien on and pledge of
the Net Revenues of the System that may be pledged to the payment of any Prior Lien Obligations
or Junior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and
pledge of the limited amount of the Net Revenues securing, in part, the payment of the currently
outstanding Limited Pledge Obligations, the Certificates, and any Additional Limited Pledge
Obligations hereafter issued by the City, all as further provided in Section 20 of this Ordinance
and (ii) any obligations hereafter issued to refund any of the foregoing if issued in a manner so as
to be payable from and equally and ratably secured by a subordinate and inferior lien on and pledge
of the Net Revenues as determined by the City Council in accordance with any applicable law.
AA. The term System shall mean all properties, facilities and plants currently owned,
operated, and maintained by the City for the supply, treatment, and transmission of treated potable
water, for the collection and treatment of wastewater, together will all future extensions,
improvements, replacements and additions thereto, whether situated within or without the limits
of the City and the City expressly reserves the right at its sole discretion to include additional
74394382.6 -19-
utility, telecommunications, technology, or similar enterprise services as components of the
System; provided, however, that notwithstanding the foregoing, and to the extent now or hereafter
authorized or permitted by law, the term System shall not mean to include facilities of any kind
which are declared not to be a part of the System and which are acquired or constructed by or on
behalf of the City with the proceeds from the issuance of Special Facilities Bonds, which are
hereby defined as being special revenue obligations of the City which are not payable from Net
Revenues but which are payable from and equally and ratably secured by other liens on and pledges
of any revenues, sources or payments, not pledged to the payment of the Bonds Similarly Secured
including, but not limited to, special contract revenues or payments received from any other legal
entity in connection with such facilities.
SECTION 10. Certificate Fund — Investments. For the purpose of paying the interest on
and to provide a sinking fund for the payment, redemption, and retirement of the Certificates, there
shall be and is hereby created a special fund to be designated "COMBINATION TAX AND
LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2019,
INTEREST AND SINKING FUND" (the Certificate Fund), which fund shall be kept and
maintained at the Depository, and money deposited in the Certificate Fund shall be used for no
other purpose and shall be maintained as provided in Section 27. Authorized Officials of the City
are hereby authorized and directed to make withdrawals from the Certificate Fund sufficient to
pay the purchase price or the amount of principal of, premium, if any, and interest on the
Certificates as the same become due and payable and shall cause to be transferred to the Paying
Agent/Registrar from money on deposit in the Certificate Fund an amount sufficient to pay the
amount of principal and/or interest stated to mature on the Certificates, such transfer of funds to
the Paying Agent /Registrar to be made in such manner as will cause immediately available funds
to be deposited with the Paying Agent/Registrar on or before the business day next preceding each
interest and principal payment date for the Certificates.
The City, at its sole discretion, may deposit the Pledged Revenue Amount to the Certificate
Fund. The Pledged Revenue Amount, if deposited, shall be expended annually to pay principal of
and interest on the Certificates as the same become due and payable. This Pledged Revenue
Amount shall be accounted for and transferred to the Paying Agent/Registrar in accordance with
the provisions of the previous paragraph of this Section.
Pending the transfer of funds to the Paying Agent /Registrar, money deposited in any fund
created and established by this Ordinance may, at the option of the City, be placed in time deposits,
certificates of deposit, guaranteed investment contracts, or similar contractual agreements, as
permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas
Government Code, secured (to the extent not insured by the Federal Deposit Insurance
Corporation) by obligations of the type hereinafter described, or be invested, as authorized by any
law, including investments held in book -entry form, in securities, including, but not limited to,
direct obligations of the United States of America, obligations guaranteed or insured by the United
States of America, which, in the opinion of the Attorney General of the United States, are backed
by its full faith and credit or represent its general obligations, or invested in indirect obligations of
the United States of America, including, but not limited to, evidences of indebtedness issued,
insured or guaranteed by such governmental agencies as the Federal Land Banks, Federal
Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government
National Mortgage Association, Small Business Administration, Farmers Home Administration,
74394382.6 -20-
Federal Home Loan Mortgage Association, or Federal Housing Association; provided that all such
deposits and investments shall be made in such a manner that the money required to be expended
from such fund will be available at the proper time or times. All interest and income derived from
deposits and investments in any fund established pursuant to the provisions of this Ordinance shall
be credited to, and any losses debited to, such fund. All such investments shall be sold promptly
when necessary to prevent any default in connection with the Certificates.
SECTION 11. Tax Levy. To provide for the payment of the Debt Service Requirements
on the Certificates being (i) the interest on the Certificates and (ii) a sinking fund for their
redemption at Stated Maturity or a sinking fund of 2% (whichever amount shall be the greater),
there shall be and there is hereby levied for the current year and each succeeding year thereafter
while the Certificates or any interest thereon shall remain Outstanding, a sufficient tax, within the
limitations prescribed by law, on each one hundred dollars valuation of taxable property in the
City, adequate to pay such Debt Service Requirements, full allowance being made for
delinquencies and costs of collection; said tax shall be assessed and collected each year and applied
to the payment of the Debt Service Requirements, and the same shall not be diverted to any other
purpose. The taxes so levied and collected shall be paid into the Certificate Fund and are thereafter
pledged to the payment of the Certificates. The City Council hereby declares its purpose and intent
to provide and levy a tax legally and fully sufficient to pay the Debt Service Requirements, it
having been determined that the existing and available taxing authority of the City for such purpose
is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness
and other obligations of the City.
The amount of taxes to be provided annually for the payment of the principal of and interest
on the Certificates shall be determined and accomplished in the following manner:
A. Prior to the date the City Council establishes the annual tax rate and passes an
ordinance levying ad valorem taxes each year, the City Council shall determine:
(1) the amount of Debt Service Requirements to become due and payable on
the Certificates between the Collection Date for the taxes then to be levied and the
Collection Date for the taxes to be levied during the next succeeding calendar year;
(2) the amount on deposit in the Certificate Fund after (a) deducting therefrom
the total amount of Debt Service Requirements to become due on Certificates prior to the
Collection Date for the ad valorem taxes to be levied and (b) adding thereto the amount of
the Pledged Revenues, if any, to be appropriated and allocated during such year to pay such
Debt Service Requirements, if any, prior to the Collection Date for the ad valorem taxes to
be levied; and
(3) the amount of Pledged Revenues, if any, to be appropriated and to be set
aside for the payment of the Debt Service Requirements on the Certificates between the
Collection Date for the taxes then to be levied and the Collection Date for the taxes to be
levied during the next succeeding Fiscal Year.
B. The amount of taxes to be levied annually each year to pay the Debt Service
Requirements on the Certificates shall be the amount established in paragraph (1) above less the
74394382.6 -21-
sum total of the amounts established in paragraphs (2) and (3), after taking into consideration
delinquencies and costs of collecting such annual taxes.
SECTION 12. Pledge of Revenues. The City hereby covenants and agrees that, subject to
(i) any prior lien on and pledge of the Net Revenues of the System to the payment and security of
any Prior Lien Obligations, Junior Lien Obligations, or Subordinate Lien Obligations hereafter
issued by the City and (ii) the lien on and pledge of a limited amount of the Net Revenues to the
payment and security of the currently outstanding Limited Pledge Obligations, the Pledged
Revenues are hereby irrevocably pledged to the payment of the principal of and interest on the
Certificates and the pledge of Pledged Revenues herein made for the payment of the Certificates
shall constitute a lien on the Pledged Revenues in accordance with the terms and provisions hereof
and be valid and binding without any physical delivery thereof or further act by the City.
SECTION 13. System Fund. The City hereby covenants and agrees that all Gross
Revenues derived from the operation of the System shall be kept separate and apart from all other
funds, accounts and money of the City and shall be deposited as collected into the "CITY OF
SCHERTZ, TEXAS UTILITY SYSTEM FUND" (the System Fund). All money deposited in the
System Fund shall be pledged and appropriated to the extent required for the following purposes
and in the order of priority shown:
• First: to the payment of the reasonable and proper Maintenance and Operating
Expenses of the System required by statute or ordinances authorizing the issuance
of any indebtedness of the City to be a first charge on and claim against the Gross
Revenues of the System;
• Second: To the payment of the amounts that must be deposited in the special funds
and accounts created and established for the payment, security, and benefit of any
Prior Lien Obligations hereafter issued by the City in accordance with the terms
and provisions of any ordinance authorizing their issuance;
• Third: To the payment of the amounts that must be deposited in the special funds
and accounts created and established for the payment, security, and benefit of any
Junior Lien Obligations hereafter issued by the City in accordance with the terms
and provisions of any ordinance authorizing their issuance;
• Fourth: To the payment of the amounts that must be deposited in the special funds
and accounts created and established for the payment, security, and benefit of any
Subordinate Lien Obligations hereafter issued by the City in accordance with the
terms and provisions of any ordinance authorizing their issuance; and
• Fifth: To the payment of the amounts that may be deposited in the special funds
and accounts established for the payment of the currently outstanding Limited
Pledge Obligations, including the Certificates, and any Additional Limited Pledge
Obligations hereafter issued by the .City in accordance with the terms and
provisions of any ordinances authorizing their issuance.
74394382.6 -22-
Any Net Revenues remaining in the System Fund after satisfying the foregoing payments,
or making adequate and sufficient provision for the payment, security and benefit thereof, may be
appropriated and used for any other City purpose now or hereafter permitted by law.
SECTION 14. Deposits to Certificate Fund — Surplus Certificate Proceeds. The City
hereby covenants and agrees to cause to be deposited in the Certificate Fund prior to a principal
and interest payment date for the Certificates, from the Pledged Revenues in the System Fund,
after the deduction of all payments required to be made to the special funds or accounts created
for the payment, security, and benefit of (i) any Prior Lien Obligations, Junior Lien Obligations,
or Subordinate Lien Obligations hereafter issued by the City and (ii) the currently outstanding
Limited Pledge Obligations, including the Certificates, and any amounts budgeted to be paid
therefrom in such Fiscal Year.
Accrued interest received from the Purchasers of the Certificates shall be deposited to the
Certificate Fund and ad valorem taxes levied and collected for the benefit of the Certificates shall
be deposited to the Certificate Fund. In addition, any surplus proceeds, including investment
income therefrom, from the sale of the Certificates not expended for authorized purposes shall be
deposited in the Certificate Fund, and such amounts so deposited shall reduce the sums otherwise
required to be deposited in said fund from ad valorem taxes.
SECTION 15. Security of Funds. All money on deposit in the funds for which this
Ordinance makes provision (except any portion thereof as may be at any time properly invested as
provided herein) shall be secured in the manner and to the fullest extent required by the laws of
the State of Texas for the security of public funds, and money on deposit in such funds shall be
used only for the purposes permitted by this Ordinance.
SECTION 16. Maintenance of S� stem - Insurance. The City covenants and agrees that
while the Certificates remain Outstanding it will maintain and operate the System with all possible
efficiency and maintain casualty and other insurance (including a system of self - insurance) on the
properties of the System and its operations of a kind and in such amounts customarily carried by
municipal corporations in the State of Texas engaged in a similar type of business and that it will
faithfully and punctually perform all duties with reference to the System required by the laws of
the State of Texas. All money received from losses under such insurance policies, other than
public liability policies, are held for the benefit of the holders of the Certificates until and unless
the proceeds are paid out in making good the loss or damage in respect of which such proceeds are
received, either by replacing the property destroyed or repairing the property damaged, and
adequate provision for making good such loss or damage must be made within ninety (90) days
after the date of loss. The payment of premiums for all insurance policies required under the
provisions hereof shall be considered Maintenance and Operating Expenses. Nothing in this
Ordinance shall be construed as requiring the City to expend any funds which are derived from
sources other than the operation of the System but nothing herein shall be construed as preventing
the City from doing so.
SECTION 17. Rates and Charges. The City hereby covenants and agrees with the Holders
of the Certificates that rates and charges for utility services afforded by the System will be
established and maintained to provide Gross Revenues sufficient at all times:
74394382.6 -23-
A. to pay, together with any other lawfully available funds, all operating, maintenance,
depreciation, replacement, betterment, and other costs incurred in the maintenance and operation
of the System, including, but not limited to, Maintenance and Operating Expenses; provided,
however, that the City expressly reserves the right to utilize other lawfully available funds to pay
the Maintenance and Operating Expenses;
B. to produce Net Revenues sufficient, together with any other lawfully available
funds, to pay (i) the interest on and principal of any Prior Lien Obligations hereafter issued by the
City as the same becomes due and payable and the amounts required to be deposited in any special
fund created and established for the payment, security, and benefit thereof, (ii) the interest on and
principal of any Junior Lien Obligations hereafter issued by the City as the same becomes due and
payable and the amounts required to be deposited in any special fund created and established for
the payment, security, and benefit thereof, (iii) the interest on and principal of any Subordinate
Lien Obligations hereafter issued by the City as the same becomes due and payable and the
amounts required to be deposited in any special fund created and established for the payment,
security, and benefit thereof, and (iv) the amounts that may be deposited in the special funds
established for the payment of the currently outstanding Limited Pledge Obligations, the
Certificates, and any Additional Limited Pledge Obligations hereafter issued by the City; and
C. to pay other legally incurred indebtedness payable from the Net Revenues of the
System and/or secured by a lien on the System or the Net Revenues thereof.
SECTION 18. Records and Accounts - Annual Audit. The City further covenants and
agrees that so long as any of the Certificates remain Outstanding it will keep and maintain separate
and complete records and accounts pertaining to the operations of the System in which complete
and correct entries shall be made of all transactions relating thereto, as provided by Chapter 1502,
as amended, Texas Government Code, or other applicable law. The Holders of the Certificates or
any duly authorized agent or agents of the Holders shall have the right to inspect the System and
all properties comprising the same. The City further agrees that, following the close of each Fiscal
Year, it will cause an audit of such books and accounts to be made by an independent firm of
certified public accountants. Expenses incurred in making the annual audit of the operations of
the System are to be regarded as Maintenance and Operating Expenses.
SECTION 19. Remedies in Event of Default. In addition to all the rights and remedies
provided by the laws of the State of Texas, the City covenants and agrees particularly that in the
event the City (a) defaults in the payments to be made to the Certificate Fund, or (b) defaults in
the observance or performance of any other of the covenants, conditions, or obligations set forth
in this Ordinance, the Holders of any of the Certificates shall be entitled to seek a writ of mandamus
issued by a court of proper jurisdiction compelling and requiring the governing body of the City
and other officers of the City to observe and perform any covenant, condition, or obligation
prescribed in this Ordinance.
No delay or omission to exercise any right or power accruing upon any default shall impair
any such right or power or shall be construed to be a waiver of any such default or acquiescence
therein, and every such right and power may be exercised from time to time and as often as may
be deemed expedient. The specific remedies herein provided shall be cumulative of all other
existing remedies and the specification of such remedies shall not be deemed to be exclusive.
74394382.6 -24-
SECTION 20. Issuance of Prior Lien Obligations, Junior Lien Obligations. Subordinate
Lien Obligations. and Additional Limited Pledge Obligations. The City hereby expressly reserves
the right to hereafter issue bonds, notes, warrants, certificates of obligation, or similar obligations,
payable, in whole or in part, as appropriate, from and secured by a pledge of and lien on the Net
Revenues of the System with the following priorities, without limitation as to principal amount,
but subject to any terms, conditions, or restrictions applicable thereto under existing ordinances,
laws, or otherwise:
A. Prior Lien Obligations payable from and equally and ratably secured by a first and
prior lien on and pledge of the Net Revenues of the System;
B. Junior Lien Obligations payable from and equally and ratably secured by a lien on
and pledge of the Net Revenues that is junior and inferior to the lien on and pledge thereof securing
the payment of any Prior Lien Obligations hereafter issued by the City, but prior and superior to
the lien on and pledge of the Net Revenues securing in whole or in part the payment of the currently
outstanding Limited Pledge Obligations, the Certificates, and any Subordinate Lien Obligations or
Additional Limited Pledge Obligations hereafter issued by the City;
C. Subordinate Lien Obligations payable from and equally and ratably secured by a
lien on and pledge of the Net Revenues that is subordinate and inferior to the lien on and pledge
thereof securing the payment of any Prior Lien Obligations or Junior Lien Obligations hereafter
issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing,
in part, the payment of the currently outstanding Limited Pledge Obligations, the Certificates, and
any Additional Limited Pledge Obligations hereafter issued by the City; and
D. Additional Limited Pledge Obligations secured by a lien on and pledge of a limited
amount of the Net Revenues in accordance with the provisions of the following paragraph.
Prior Lien Obligations, Junior Lien Obligations, or Subordinate Lien Obligations, if issued,
may be payable, in whole or in part, from Net Revenues (without impairment of the obligation of
contract with the holders of the currently outstanding Limited Pledge Obligations and the
Certificates) upon such terms and conditions as the City Council may determine. Additional
Limited Pledge Obligations, if issued and payable, in whole or in part, from Pledged Revenues
(defined in the same or similar terms as provided in Section 9 of this Ordinance or in the ordinances
authorizing the issuance of the currently outstanding Limited Pledge Obligations), shall not in any
event be construed to be payable from the Pledged Revenues authorized by this Ordinance or in
the respective ordinances authorizing the issuance of the currently outstanding Limited Pledge
Obligations to be budgeted and appropriated for the payment of the Certificates or the currently
outstanding Limited Pledge Obligations, respectively. However, the lien on and pledge of the
limited amount of Net Revenues securing, in part, the payment of the Certificates, the Limited
Pledge Obligations, and any Additional Limited Pledge Obligations shall be subordinate and
inferior to the pledge of and lien on the Net Revenues securing the payment of any Prior Lien
Obligations, Junior Lien Obligations, or Subordinate Lien Obligations hereafter issued by the City.
74394382.6 -25-
SECTION 21. Special Covenants. The City hereby further covenants that:
A. it has the lawful power to pledge the Pledged Revenues supporting the Certificates
and has lawfully exercised said powers under the laws of the State of Texas, including power
existing under Chapter 1502, as amended, Texas Government Code, the Certificate of Obligation
Act of 1971, as amended, Texas Local Government Code, Section 271.041 through Section
271.064, and the City's Home Rule Charter;
B. other than for the payment of the currently outstanding Limited Pledge Obligations
and the Certificates, the Net Revenues of the System have not in any manner been pledged to the
payment of any debt or obligation of the City or of the System;
C. as long as any Certificates or any interest thereon remain Outstanding, the City will
not sell, lease or encumber (except in the manner provided in Section 20 of this Ordinance) the
System or any substantial part thereof, provided that this covenant shall not be construed to prohibit
the sale of such machinery, or other properties or equipment which has become obsolete or
otherwise unsuited to the efficient operation of the System;
D. to the extent that it legally may, the City further covenants and agrees that, so long
as any of the Certificates, or any interest thereon, are Outstanding, no franchise shall be granted
for the installation or operation of any competing utility systems other than those owned by the
City, and the operation of any such systems by anyone other than the City is hereby prohibited;
and
E. no free service of the System shall be allowed, and should the City or any of its
agents or instrumentalities make use of the services and facilities of the System, payment of the
reasonable value thereof shall be made by the City out of funds from sources other than the
revenues and income of the System.
SECTION 22. Application of the Covenants and Agreements of any Prior Lien
Obligations. Junior Lien Obligations, or Subordinate Lien Obligations. It is the intention of the
City Council and accordingly hereby recognized and stipulated that the provisions, agreements,
and covenants contained herein bearing upon the management and operations of the System, and
the administration and application of Gross Revenues derived from the operation thereof, shall to
the extent possible be harmonized with like provisions, agreements, and covenants contained in
the ordinances authorizing the issuance of any Prior Lien Obligations, Junior Lien Obligations, or
Subordinate Lien Obligations hereafter issued by the City, and to the extent of any irreconcilable
conflict between the provisions contained herein and in the ordinances authorizing the issuance of
any Prior Lien Obligations, Junior Lien Obligations, or Subordinate Lien Obligations, the
provisions, agreements and covenants contained therein shall prevail to the extent of such conflict
and be applicable to this Ordinance, especially the priority of rights and benefits conferred thereby
to the holders of any Prior Lien Obligations, Junior Lien Obligations, or Subordinate Lien
Obligations hereafter issued by the City. It is expressly recognized that prior to the issuance of
any Prior Lien Obligations, Junior Lien Obligations, Subordinate Lien Obligations, or Additional
Limited Pledge Obligations, the City must comply with each of the conditions precedent contained
in the respective ordinances authorizing the issuance of the currently outstanding Limited Pledge
Obligations and the Certificates, as appropriate.
74394382.6 -26-
SECTION 23. Notices to Holders — Waiver. Wherever this Ordinance provides for notice
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and sent by United States mail, first -class postage prepaid, to the address
of each Holder as it appears in the Security Register at the close of business on the business day
next preceding the mailing of such notice.
In any case where notice to Holders is given by mail, neither the failure to mail such notice
to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of
such notice with respect to all other Holders. Where this Ordinance provides for notice in any
manner, such notice may be waived in writing by the Holder entitled to receive such notice, either
before or after the event with respect to which such notice is given, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying
Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.
SECTION 24. Cancellation. All Certificates surrendered for payment, redemption,
transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly
cancelled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar
and, if not already cancelled, shall be promptly cancelled by the Paying Agent/Registrar. The City
may at any time deliver to the Paying Agent /Registrar for cancellation any Certificates previously
certified or registered and delivered which the City may have acquired in any manner whatsoever,
and all Certificates so delivered shall be promptly cancelled by the Paying Agent/Registrar. All
cancelled Certificates held by the Paying Agent/Registrar shall be destroyed as directed by the
City.
SECTION 25. Mutilated. Destroved. Lost. and Stolen Certificates. If (1) any mutilated
Certificate is surrendered to the Paying Agent/Registrar, or the City and the Paying
Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any
Certificate, and (2) there is delivered to the City and the Paying Agent/Registrar such security or
indemnity as may be required to save each of them harmless, then, in the absence of notice to the
City or the Paying Agent/Registrar that such Certificate has been acquired by a bona fide
purchaser, the City shall execute and, upon its request, the Paying Agent/Registrar shall register
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Certificate,
a new Certificate of the same Stated Maturity and interest rate and of like tenor and principal
amount, bearing a number not contemporaneously Outstanding.
In case any such mutilated, destroyed, lost, or stolen Certificate has become or is about to
become due and payable, the City in its discretion may, instead of issuing a new Certificate, pay
such Certificate.
Upon the issuance of any new Certificate or payment in lieu thereof, under this Section,
the City may require payment by the Holder of a sum sufficient to cover any tax or other
governmental charge imposed in relation thereto and any other expenses and charges (including
attorney's fees and the fees and expenses of the Paying Agent /Registrar) connected therewith.
Every new Certificate issued pursuant to this Section in lieu of any mutilated, destroyed,
lost, or stolen Certificate shall constitute a replacement of the prior obligation of the City, whether
74394382.6 -27
or not the mutilated, destroyed, lost, or stolen Certificate shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other
Outstanding Certificates.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement and payment of mutilated, destroyed,
lost, or stolen Certificates.
SECTION 26. Sale of the Certificates at Competitive Sale — Approval of the Official
Statement: Proceeds of Sale. The Certificates authorized by this Ordinance are hereby sold by the
City to Raymond James & Associates, Inc., Dallas, Texas, as the authorized representative of a
group of purchasers at a competitive sale (the Purchasers, having all of the rights, duties, benefits,
and obligations of a Holder), in accordance with the provisions of an Official Bid Form (the
Official Bid Form), dated July 23, 2019, attached hereto as Exhibit B and incorporated herein by
reference as a part of this Ordinance for all purposes, at the price of par, plus a reoffering premium
of $565,404.65 (including the Purchasers' compensation of $39,736.50), plus accrued interest to
the date of initial delivery of the Certificates to the Purchasers and is hereby approved and
confirmed. The Initial Certificate shall be registered in the name of Raymond James & Associates,
Inc. It is hereby officially found, determined, and declared that the Purchasers are the highest
bidder for the Certificates whose bid, received as a result of invitations for competitive bids in
compliance with applicable law, produced the lowest true interest cost to the City. The pricing
and terms of the sale of the Certificates are hereby found and determined to be the most
advantageous reasonably obtainable by the City. Any Authorized Official is hereby authorized
and directed to execute the Official Bid Form for and on behalf of the City and as the act and deed
of this City Council, and in regard to the approval and execution of the Official Bid Form, the City
Council hereby finds, determines and declares that the representations, warranties, and agreements
of the City contained in the Official Bid Form are true and correct in all material respects and shall
be honored and performed by the City. Delivery of the Certificates to the Purchasers shall occur
as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance
with the terms of the Official Bid Form.
Proceeds from the sale of the Certificates shall be applied as follows:
(1) Accrued interest in the amount of $13,701.40 received from the Purchasers
shall be deposited into the Certificate Fund.
(2) The City received a reoffering premium from the sale of the Certificates of
$565,404.65 which is hereby allocated by the City in the following manner: (i) $39,736.50
to pay the Purchasers' compensation (ii) $430,000.00 shall be deposited into the
Construction Account established in paragraph (3) below, and (iii) $95,668.15 to pay the
remaining costs of issuance of the Certificates.
(3) The balance of the proceeds (being a portion of the Certificates in the
amount of $7,495,000.00 and a portion of the reoffering premium in the amount of
$430,000.00) derived from the sale of the Certificates (after paying costs of issuance) shall
be deposited into the special construction account or accounts created for the projects to be
constructed with the proceeds of the Certificates and used to pay costs of such projects.
74394382.6 -28-
This special construction account shall be established and maintained at the Depository
and shall be invested in accordance with the provisions of Section 10 of this Ordinance.
Interest earned on the proceeds of the Certificates pending completion of construction of
the projects financed with such proceeds shall be accounted for, maintained, deposited, and
expended as permitted by the provisions of Chapter 1201, as amended, Texas Government
Code, or as required by any other applicable law. Thereafter, such amounts shall be
expended in accordance with Section 14 of this Ordinance.
Furthermore, the City hereby ratifies, confirms, and approves in all respects (i) the City's
prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in
accordance with the Rule (hereinafter defined) and (ii) the use and distribution of the Official
Notice of Sale, Official Bid Form, and Preliminary Official Statement by the Purchasers in
connection with the public offering and sale of the Certificates. The final Official Statement, being
a modification and amendment of the Preliminary Official Statement to reflect the terms of sale
referenced in the Official Bid Form (together with such changes approved by any Authorized
Official, or any one or more of said officials), shall be and is hereby in all respects approved and
the Purchasers are hereby authorized to use and distribute the final Official Statement, dated
July 23, 2019, in the reoffering, sale and delivery of the Certificates to the public. The Mayor and
City Secretary are further authorized and directed to manually execute and deliver for and on
behalf of the City copies of the Official Statement in final form as may be required by the
Purchasers, and such final Official Statement in the form and content manually executed by said
officials shall be deemed to be approved by the City Council and constitute the Official Statement
authorized for distribution and use by the Purchasers. The proper officials of the City are hereby
authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed
therein, dated as of the date of payment for and delivery of the Certificates.
SECTION 27. Covenants to Maintain Tax - Exempt Status.
A. Definitions. When used in this Section, the following terms have the following
meanings:
"Closing Date " means the date on which the Certificates are first authenticated and
delivered to the initial purchasers against payment therefor.
"Code" means the Internal Revenue Code of 1986, as amended by all legislation,
if any, effective on or before the Closing Date.
"Computation Date" has the meaning set forth in Section 1.148 -1(b) of the
Regulations.
"Gross Proceeds" means any proceeds as defined in Section 1.148 -1(b) of the
Regulations, and any replacement proceeds as defined in Section 1.148 -1(c) of the
Regulations, of the Certificates.
"Investment" has the meaning set forth in Section 1.148 -1(b) of the Regulations.
74394382.6 -29-
"Nonpurpose Investment" means any investment property, as defined in
section 148(b) of the Code, in which Gross Proceeds of the Certificates are invested and
which is not acquired to carry out the governmental purposes of the Certificates.
"Rebate Amount" has the meaning set forth in Section 1.148 -1(b) of the
Regulations.
"Regulations" means any proposed, temporary, or final Income Tax Regulations
issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal
Revenue Code of 1954, which are applicable to the Certificates. Any reference to any
specific Regulation shall also mean, as appropriate, any proposed, temporary or final
Income Tax Regulation designed to supplement, amend or replace the specific Regulation
referenced.
"Yield" of
(1) any Investment has the meaning set forth in Section 1.148 -5 of the
Regulations; and
(2) the Certificates means the yield as calculated pursuant to Section
1.148 -4 of the Regulations.
B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use
of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed or refinanced directly or indirectly with
Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on
any Certificate to become includable in the gross income, as defined in section 61 of the Code, of
the owner thereof for federal income tax purposes. Without limiting the generality of the
foregoing, unless and until the City receives a written opinion of counsel nationally recognized in
the field of municipal bond law to the effect that failure to comply with such covenant will not
adversely affect the exemption from federal income tax of the interest on any Certificate, the City
shall comply with each of the specific covenants in this Section.
C. No Private Use or Private Payments. Except to the extent it will not cause the
Certificates to become "private activity bonds" within the meaning of section 141 of the Code and
the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity
of Certificates:
(1) exclusively own, operate and possess all property the acquisition,
construction or improvement of which is to be financed or refinanced directly or indirectly
with Gross Proceeds of the Certificates, and not use or permit the use of such Gross
Proceeds (including all contractual arrangements with terms different than those applicable
to the general public) or any property acquired, constructed or improved with such Gross
Proceeds in any activity carried on by any person or entity (including the United States or
any agency, department and instrumentality thereof) other than a state or local government,
unless such use is solely as a member of the general public; and
74394382.6 -30-
(2) not directly or indirectly impose or accept any charge or other payment by
any person or entity who is treated as using Gross Proceeds of the Certificates or any
property the acquisition, construction or improvement of which is to be financed or
refinanced directly or indirectly with such Gross Proceeds, other than taxes of general
application within the City or interest earned on investments acquired with such Gross
Proceeds pending application for their intended purposes.
D. No Private Loan. Except to the extent it will not cause the Certificates to become
"private activity bonds" within the meaning of section 141 of the Code and the Regulations and
rulings thereunder, the City shall not use Gross Proceeds of the Certificates to make or finance
loans to any person or entity other than a state or local government. For purposes of the foregoing
covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if- (1) property
acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or
entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or
service from such property is committed to such person or entity under a take -or -pay, output or
similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of
such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds
are otherwise transferred in a transaction which is the economic equivalent of a loan.
E. Not to Invest at Higher Yield. Except to the extent it will not cause the Certificates
to become "arbitrage bonds" within the meaning of section 148 of the Code and the Regulations
and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the
Certificates directly or indirectly invest Gross Proceeds in any Investment, if as a result of such
investment the Yield of any Investment acquired with Gross Proceeds, whether then held or
previously disposed of, materially exceeds the Yield of the Certificates.
F. Not Federally- Guaranteed. Except to the extent permitted by section 149(b) of the
Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action
which would cause the Certificates to be federally guaranteed within the meaning of section 149(b)
of the Code and the Regulations and rulings thereunder.
G. Information Report. The City shall timely file the information required by section
149(e) of the Code with the Secretary of the Treasury on Form 8038 -G or such other form and in
such place as the Secretary may prescribe.
H. Rebate of Arbitra,,e Profits. Except to the extent otherwise provided in section
148(f) of the Code and the Regulations and rulings thereunder:
(1) The City shall account for all Gross Proceeds (including all receipts,
expenditures and investments thereof) on its books of account separately and apart from
all other funds (and receipts, expenditures and investments thereof) and shall retain all
records of accounting for at least six years after the day on which the last Outstanding
Certificate is discharged. However, to the extent permitted by law, the City may
commingle Gross Proceeds of the Certificates with other money of the City, provided that
the City separately accounts for each receipt and expenditure of Gross Proceeds and the
obligations acquired therewith.
74394382.6 -31-
(2) Not less frequently than each Computation Date, the City shall calculate the
Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the
Regulations and rulings thereunder. The City shall maintain such calculations with its
official transcript of proceedings relating to the issuance of the Certificates until six years
after the final Computation Date.
(3) As additional consideration for the purchase of the Certificates by the
Purchasers and the loan of the money represented thereby and in order to induce such
purchase by measures designed to insure the excludability of the interest thereon from the
gross income of the owners thereof for federal income tax purposes, the City shall pay to
the United States out of the Certificate Fund or its general fund, as permitted by applicable
Texas statute, regulation or opinion of the Attorney General of the State of Texas, the
amount that when added to the future value of previous rebate payments made for the
Certificates equals (i) in the case of a Final Computation Date as defined in Section 1.148 -
3(e)(2) of the Regulations, one hundred percent (100 %) of the Rebate Amount on such
date; and (ii) in the case of any other Computation Date, ninety percent (90 %) of the Rebate
Amount on such date. In all cases, the rebate payments shall be made at the times, in the
installments, to the place and in the manner as is or may be required by section 148(f) of
the Code and the Regulations and rulings thereunder, and shall be accompanied by Form
8038 -T or such other forms and information as is or may be required by section 148(f) of
the Code and the Regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that no errors are
made in the calculations and payments required by paragraphs (2) and (3), and if an error
is made, to discover and promptly correct such error within a reasonable amount of time
thereafter (and in all events within one hundred eighty (180) days after discovery of the
error), including payment to the United States of any additional Rebate Amount owed to
it, interest thereon, and any penalty imposed under Section 1.148 -3(h) of the Regulations.
I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of
the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the
earlier of the Stated Maturity or final payment of the Certificates, enter into any transaction that
reduces the amount required to be paid to the United States pursuant to Subsection H of this Section
because such transaction results in a smaller profit or a larger loss than would have resulted if the
transaction had been at arm's length and had the Yield of the Certificates not been relevant to
either party.
J. Certificates Not Hedge Bonds.
(1) The City reasonably expects to spend at least 85% of the spendable proceeds
of the Certificates within three years after such Certificates are issued.
(2) Not more than 50% of the proceeds of the Certificates will be invested in
Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or
more.
74394382.6 -32-
K. Elections. The City hereby directs and authorizes any Authorized Official, either
individually or any combination of them, to make elections permitted or required pursuant to the
provisions of the Code or the Regulations, as they deem necessary or appropriate in connection
with the Certificates, in the Certificate as to Tax Exemption or similar or other appropriate
certificate, form or document. Such elections shall be deemed to be made on the Closing Date.
L. { oualified Tax- Exemt)t Obligations. The City hereby designates the Certificates as
qualified tax - exempt obligations for purposes of section 265(b) of the Code. In furtherance of
such designation, the City represents, covenants and warrants the following: (a) during the calendar
year in which the Certificates are issued, the City (including any subordinate entities) has not
designated nor will designate obligations, which when aggregated with the Certificates, will result
in more than $10,000,000 of "qualified tax- exempt obligations" being issued; (b) the City
reasonably anticipates that the amount of tax- exempt obligations issued during the calendar year
2019 by the City (including any subordinate entities) will not exceed $10,000,000; and (c) the City
will take such action or refrain from such action as is necessary in order that the Certificates will
not be considered "private activity bonds" within the meaning of section 141 of the Code.
SECTION 28. Control and Custodv of Certificates. The Mayor of the City shall be and is
hereby authorized to take and have charge of all necessary orders and records pending investigation
by the Attorney General of the State of Texas and shall take and have charge and control of the
Certificates pending their approval by the Attorney General of the State of Texas, the registration
thereof by the Comptroller of Public Accounts of the State of Texas and the delivery of the
Certificates to the Purchasers.
Furthermore, any Authorized Official, either individually or any combination of them, is
hereby authorized and directed to furnish and execute such documents relating to the City and its
financial affairs as may be necessary for the issuance of the Certificates, the approval of the
Attorney General of the State of Texas and their registration by the Comptroller of Public Accounts
of the State of Texas and, together with the City's financial advisors, Bond Counsel, and the Paying
Agent/Registrar, make the necessary arrangements for the delivery of the Initial Certificate to the
Purchasers and, when requested in writing by the Purchasers, the initial exchange thereof for
definitive Certificates.
SECTION 29. Satisfaction of Oblig, ation of Cit y. If the City shall pay or cause to be paid,
or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on
the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of
taxes levied and the lien on and pledge of the Pledged Revenues under this Ordinance and all
covenants, agreements, and other obligations of the City to the Holders shall thereupon cease,
terminate, and be discharged and satisfied.
Certificates, or any principal amount(s) thereof, shall be deemed to have been paid within
the meaning and with the effect expressed above in this Section when (i) money sufficient to pay
in full such Certificates or the principal amount(s) thereof at Stated Maturity or to the redemption
date therefor, together with all interest due thereon, shall have been irrevocably deposited with and
held in trust by the Paying Agent/Registrar, or an authorized escrow agent, and/or (ii) Government
Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an
authorized escrow agent, which Government Securities will mature as to principal and interest in
74394382.6 -33-
such amounts and at such times as will insure the availability, without reinvestment, of sufficient
money, together with any money deposited therewith, if any, to pay when due the principal of and
interest on such Certificates, or the principal amount(s) thereof, on and prior to the Stated Maturity
thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements
therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof
for the Certificates. In the event of a defeasance of the Certificates, the City shall deliver a
certificate from its financial advisor, the Paying Agent/Registrar, an independent accounting firm,
or another qualified third party concerning the deposit of cash and/or Government Securities to
pay, when due, the principal of, redemption premium (if any), and interest due on any defeased
Certificate. To the extent applicable, if at all, the City covenants that no deposit of money or
Government Securities will be made under this Section and no use made of any such deposit which
would cause the Certificates to be treated as arbitrage bonds within the meaning of section 148 of
the Code (as defined in Section 27 hereof).
Any money so deposited with the Paying Agent /Registrar, and all income from
Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent,
pursuant to this Section which is not required for the payment of the Certificates, or any principal
amount(s) thereof, or interest thereon with respect to which such money has been so deposited
shall be remitted to the City or deposited as directed by the City. Furthermore, any money held
by the Paying Agent/Registrar for the payment of the principal of and interest on the Certificates
and remaining unclaimed for a period of three (3) years after the Stated Maturity of the Certificates,
or applicable redemption date of the Certificates, such money was deposited and is held in trust to
pay shall upon the request of the City be remitted to the City against a written receipt therefor,
subject to the unclaimed property laws of the State of Texas.
Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided
that any determination not to redeem defeased Certificates that is made in conjunction with the
payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable, provided
that: (1) in the proceedings providing for such defeasance, the City expressly reserves the right to
call the defeased Certificates for redemption; (2) gives notice of the reservation of that right to the
owners of the defeased Certificates immediately following the defeasance; (3) directs that notice
of the reservation be included in any redemption notices that it authorizes; and (4) at the time of
the redemption, satisfies the conditions of (i) or (ii) above with respect to such defeased debt as
though it was being defeased at the time of the exercise of the option to redeem the defeased
Certificates, after taking the redemption into account in determining the sufficiency of the
provisions made for the payment of the defeased Certificates.
SECTION 30. Printed Opinion. The Purchasers' obligation to accept delivery of the
Certificates is subject to their being furnished a final opinion of Norton Rose Fulbright US LLP,
San Antonio, Texas, as Bond Counsel, approving certain legal matters as to the Certificates, this
opinion to be dated and delivered as of the date of initial delivery and payment for such
Certificates. Printing of a true and correct copy of this opinion on the reverse side of each of the
Certificates, with appropriate certificate pertaining thereto executed by facsimile signature of the
City Secretary of the City is hereby approved and authorized.
SECTION 31. CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive
Certificates. It is expressly provided, however, that the presence or absence of CUSIP numbers on
74394382.6 -34-
the definitive Certificates shall be of no significance or effect as regards the legality thereof, and
neither the City nor Bond Counsel are to be held responsible for CUSIP numbers incorrectly
printed or typed on the definitive Certificates.
SECTION 32. Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof.
SECTION 33. Ordinance a Contract. Amendments - Outstandini, Certificates. The City
acknowledges that the covenants and obligations of the City herein contained are a material
inducement to the purchase of the Certificates. This Ordinance shall constitute a contract with the
Holders from time to time, binding on the City and its successors and assigns, and it shall not be
amended or repealed by the City so long as any Certificate remains Outstanding except as
permitted in this Section. The City may, without the consent of or notice to any Holders, from
time to time and at any time, amend this Ordinance in any manner not detrimental to the interests
of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission
herein. In addition, the City may, with the written consent of Holders holding a majority in
aggregate principal amount of the Certificates then Outstanding affected thereby, amend, add to,
or rescind any of the provisions of this Ordinance; provided, however, that, without the consent of
all Holders of Outstanding Certificates, no such amendment, addition, or rescission shall (1) extend
the time or times of payment of the principal of and interest on the Certificates, reduce the principal
amount thereof, the redemption price therefor, or the rate of interest thereon, or in any other way
modify the terms of payment of the principal of, premium, if any, or interest on the Certificates,
(2) give any preference to any Certificate over any other Certificate, or (3) reduce the aggregate
principal amount of Certificates required for consent to any such amendment, addition, or
rescission.
SECTION 34. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is
intended or shall be construed to confer upon any person other than the City, Bond Counsel, Paying
Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by
reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being
intended to be and being for the sole and exclusive benefit of the City, Bond Counsel, Paying
Agent/Registrar, and the Holders.
SECTION 35. Inconsistent Provisions. All ordinances and resolutions, or parts thereof,
which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to
the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as
to the matters ordained herein.
SECTION 36. Governing Law. This Ordinance shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 37. Severabilit•.. If any provision of this Ordinance or the application thereof
to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the
application of such provision to other persons and circumstances shall nevertheless be valid, and
the City Council hereby declares that this Ordinance would have been enacted without such invalid
provision.
74394382.6 -35-
SECTION 38. Construction of Terms. If appropriate in the context of this Ordinance,
words of the singular number shall be considered to include the plural, words of the plural number
shall be considered to include the singular, and words of the masculine, feminine or neuter gender
shall be considered to include the other genders.
SECTION 39. Incorporation of Preamble Recitals. The recitals contained in the preamble
hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for
all purposes and are adopted as a part of the judgment and findings of the City Council of the City.
SECTION 40. Authorization of Pavin- A =cent /Registrar Agreement. The City Council of
the City hereby finds and determines that it is in the best interest of the City to authorize the
execution of a Paying Agent/Registrar Agreement concerning the payment, exchange, registration,
and transferability of the Certificates. A copy of the Paying Agent/Registrar Agreement is attached
hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions
of this Ordinance.
SECTION 41. Public Meetint . It is officially found, determined, and declared that the
meeting at which this Ordinance is adopted was open to the public and public notice of the time,
place, and subject matter of the public business to be considered at such meeting, including this
Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code.
SECTION 42. Unavailabilii % of Authorized Publication. If, because of the temporary or
permanent suspension of any newspaper, journal, or other publication, or, for any reason,
publication of notice cannot be made meeting any requirements herein established, any notice
required to be published by the provisions of this Ordinance shall be given in such other manner
and at such time or times as in the judgment of the City or of the Paying Agent /Registrar shall
most effectively approximate such required publication and the giving of such notice in such
manner shall for all purposes of this Ordinance be deemed to be in compliance with the
requirements for publication thereof.
SECTION 43. No Recourse Against Cis\ Officials. No recourse shall be had for the
payment of principal of, premium, if any, or interest on any Certificate or for any claim based
thereon or on this Ordinance against any official of the City or any person executing any
Certificate.
SECTION 44. Continuim, Disclosure Undertakin--r.
A. Definitions.
As used in this Section, the following terms have the meanings ascribed to such terms
below:
EMMA means the MSRB's Electronic Municipal Market Access system, accessible by the
general public, without charge, on the interset through the uniform resource locator (URL)
http://www.emma.msrb.org.
Financial Obligation means a (a) debt obligation; (b) derivative instrument entered into in
connection with, or pledged as security or a source of payment for, an existing or planned debt
74394382.6 -36-
obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that
"financial obligation" shall not include municipal securities (as defined in the Securities Exchange
Act of 1934, as amended) 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.
Undertaking means the City's continuing disclosure undertaking, described in Paragraphs
B through F below, hereunder accepted and entered into by the City for the purpose of compliance
with the Rule.
B. Annual Report s.
The City shall file annually with the MSRB, (1) within six months after the end of each
fiscal year of the City ending in or after 2019, financial information and operating data with respect
to the City of the 'general type included in the final Official Statement authorized by Section 26 of
this Ordinance, being the information described in Exhibit C hereto, and (2) if not provided as part
of such financial information and operating data, audited financial statements of the City, when
and if available. Any financial statements so to be provided shall be (i) prepared in accordance
with the accounting principles described in Exhibit C hereto, or such other accounting principles
as the City may be required to employ from time to time pursuant to state law or regulation, and
(ii) audited, if the City commissions an audit of such financial statements and the audit is
completed within the period during which they must be provided. If the audit of such financial
statements is not complete within such period, then the City shall file unaudited financial
statements within such period and audited financial statements for the applicable fiscal year to the
MSRB, when and if the audit report on such financial statements becomes available. Under current
Texas law, including, but not limited to, Chapter 103, as amended, Texas Local Government Code,
the City must have its records and accounts audited annually and shall have an annual financial
statement prepared based on the audit. The annual financial statement, including the auditor's
opinion on the statement, shall be filed in the office of the City Secretary within 180 days after the
last day of the City's fiscal year. Additionally, upon the filing of this financial statement and the
annual audit, these documents are subject to the Texas Open Records Act, as amended, Texas
Government Code, Chapter 552.
If the City changes its fiscal year, it will file notice of such change (and of the date of the
new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be
required to provide financial information and operating data pursuant to this Section.
C. Notice of Certain Events.
The City shall file notice of any of the following events with respect to the Certificates to
the MSRB in a timely manner and not more than 10 business days after occurrence of the event:
(1) Principal and interest payment delinquencies;
74394382.6 -37-
(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 Certificates, or other material
events affecting the tax status of the Certificates;
(7) Modifications to rights of Holders of the Certificates, if material;
(8) Certificate calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Certificates, if
material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall
occur as described below;
(13) The consummation of a merger, consolidation, or acquisition involving the City or
the sale of all or substantially all of its assets, other than in the ordinary course of business, the
entry into of a defmitive agreement to undertake such an action or the termination of a defmitive
agreement relating to any such actions, other than pursuant to its terms, if material;
(14) Appointment of a successor or additional paying agent/registrar or the change of
name of a paying agent/registrar, if material;
(15) Incurrence of a Financial Obligation of the City, if material, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms of a Financial
Obligation of the City, any of which affect security holders, if material; and
(16) Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a Financial Obligation of the City, any of which reflect financial
difficulties.
For these purposes, (a) any event described in the immediately preceding paragraph (12) is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
or similar officer for the City 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 City, or if such jurisdiction has
74394382.6 -38-
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 of the assets or business of the
City, and (b) the City intends the words used in the immediately preceding paragraphs (15) and
(16) and the definition of Financial Obligation in this Section to have the same meanings as when
they are used in the Rule, as evidenced by SEC Release No. 34- 83885, dated August 20, 2018.
The City shall file notice with the MSRB, in a timely manner, of any failure by the City to
provide financial information or operating data in accordance with this Section by the time
required by this Section.
D. Limitations. Disclaimers. and Amendments.
The City shall be obligated to observe and perform the covenants specified in this Section
for so long as, but only for so long as, the City remains an "obligated person" with respect to the
Certificates within the meaning of the Rule, except that the City in any event will give notice of
any deposit that causes the Certificates to be no longer Outstanding.
The provisions of this Section are for the sole benefit of the holders and beneficial owners
of the Certificates, and nothing in this Section, express or implied, shall give any benefit or any
legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to
provide only the financial information, operating data, financial statements, and notices which it
has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide
any other information that may be relevant or material to a complete presentation of the City's
financial results, condition, or prospects or hereby undertake to update any information provided
in accordance with this Section or otherwise, except as expressly provided herein. The City does
not make any representation or warranty concerning such information or its usefulness to a
decision to invest in or sell Certificates at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT
ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT
AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON
ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR
MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
constitute 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 City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or a change
74394382.6 -39-
in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Certificates in
the primary offering of the Certificates in compliance with the Rule, taking into account any
amendments or interpretations of the Rule to the date of such amendment, as well as such changed
circumstances, and (2) either (a) the holders of a majority in aggregate principal amount (or any
greater amount required by any other provision of this Ordinance that authorizes such an
amendment) of the Outstanding Certificates consent to such amendment or (b) a person that is
unaffiliated with the City (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interests of the holders and beneficial owners of the
Certificates. The City may also repeal or amend the provisions of this Section if the SEC amends
or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment
that such provisions of the Rule are invalid, and the City also may amend the provisions of this
Section in its discretion in any other manner or circumstance, but in either case only if and to the
extent that the provisions of this sentence would not have prevented an underwriter from lawfully
purchasing or selling Certificates in the primary offering of the Certificates, giving effect to (a)
such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City
so amends the provisions of this Section, the City shall include with any amended financial
information or operating data next provided in accordance with this Section an explanation, in
narrative form, of the reasons for the amendment and of the impact of any change in the type of
financial information or operating data so provided.
E. Information Format — Incorporation bv Reference.
The City information required under this Section shall be filed with the MSRB through
EMMA in such format and accompanied by such identifying information as may be specified from
time to time thereby. Under the current rules of the MSRB, continuing disclosure documents
submitted to EMMA must be in word - searchable portable document format (PDF) files that permit
the document to be saved, viewed, printed, and retransmitted by electronic means and the series of
obligations to which such continuing disclosure documents relate must be identified by CUSIP
number or numbers.
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
(including an official statement or other offering document) available to the public through EMMA
or filed with the SEC.
F. General Policies and Procedures Concerning Compliance with the Rule.
Because the issuance of the Certificates is subject to the provisions of the Rule and because
the potential "underwriters" in a negotiated sale of the Certificates or the initial purchasers in a
competitive sale of the Certificates may be subject to MSRB rules and regulations with respect to
such sale (including certain due diligence and suitability requirements, among others), the City
hereby adopts the General Policies and Procedures Concerning Compliance with the Rule (the
"Policies and Procedures "), attached hereto as Exhibit E, with which the City shall follow to assure
compliance with the Undertaking. The City has developed these Policies and Procedures for the
purpose of meeting its requirements of the Undertaking and, in connection therewith, has sought
the guidance from its internal staff charged with administering the City's financial affairs, its
74394382.6 -40-
municipal or financial advisors, its legal counsel (including its Bond Counsel), and its independent
accountants (to the extent determined to be necessary or advisable). The Policies and Procedures
can be amended at the sole discretion of the City and any such amendment will not be deemed to
be an amendment to the Undertaking. Each Authorized Official is hereby authorized to amend the
Policies and Procedures as a result of a change in law, a future issuance of indebtedness subject to
the Rule, or another purpose determined by the Authorized Official to be necessary or desirable
for or with respect to future compliance with the Undertaking.
SECTION 45. Book -Ent L Onlv System.
The Certificates shall initially be registered so as to participate in a securities depository
system (the DTC System) with the Depository Trust Company, New York, New York, or any
successor entity thereto (DTC), as set forth herein. Each Stated Maturity of the Certificates shall
be issued (following cancellation of the Initial Certificates described in Section 7) in the form of a
single definitive Certificate. Upon issuance, the ownership of each such Certificate shall be
registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding
Certificates shall be registered in the name of Cede & Co., as the nominee of DTC. The City and
the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such
letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including
the Letter of Representations attached hereto as Exhibit D (the Representation Letter).
With respect to the Certificates registered in the name of Cede & Co., as nominee of DTC,
the City and the Paying Agent/Registrar shall have no responsibility or obligation to any
broker - dealer, bank, or other financial institution for which DTC holds the Certificates from time
to time as securities depository (a Depository Participant) or to any person on behalf of whom
such a Depository Participant holds an interest in the Certificates (an Indirect Participant).
Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar
shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC,
Cede & Co., or any Depository Participant with respect to any ownership interest in the
Certificates, (ii) the delivery to any Depository Participant or any other person, other than a
registered owner of the Certificates, as shown on the Security Register, of any notice with respect
to the Certificates, including any notice of redemption, or (iii) the delivery to any Depository
Participant or any Indirect Participant or any other Person, other than a Holder of a Certificate, of
any amount with respect to principal of, premium, if any, or interest on the Certificates. While in
the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC,
shall receive a bond certificate evidencing the obligation of the City to make payments of principal,
premium, if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying
Agent/Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to
interest checks or drafts being mailed to the Holder, the word "Cede & Co." in this Ordinance shall
refer to such new nominee of DTC.
In the event that (a) the City determines that DTC is incapable of discharging its
responsibilities described herein and in the Representation Letter, (b) the Representation Letter
shall be terminated for any reason, or (c) DTC or the City determines that it is in the best interest
of the beneficial owners of the Certificates that they be able to obtain certificated Certificates, the
City shall notify the Paying Agent/Registrar, DTC, and the Depository Participants of the
74394382.6 -41-
availability within a reasonable period of time through DTC of bond certificates, and the
Certificates shall no longer be restricted to being registered in the name of Cede & Co., as nominee
of DTC. At that time, the City may determine that the Certificates shall be registered in the name
of and deposited with a successor depository operating a securities depository system, as may be
acceptable to the City, or such depository's agent or designee, and if the City and the Paying
Agent/Registrar do not select such alternate securities depository system then the Certificates may
be registered in whatever name or names the Holders of Certificates transferring or exchanging
the Certificates shall designate, in accordance with the provisions hereof.
Notwithstanding any other provision of this Ordinance to the contrary, so long as any
Certificate is registered in the name of Cede & Co., as nominee of DTC, all payments with respect
to principal of, premium, if any, and interest on such Certificate and all notices with respect to
such Certificate shall be made and given, respectively, in the manner provided in the
Representation Letter.
SECTION 46. Further Procedures. The officers and employees of the City are hereby
authorized, empowered and directed from time to time and at any time to do and perform all such
acts and things and to execute, acknowledge and deliver in the name and under the corporate seal
and on behalf of the City all such instruments, whether or not herein mentioned, as may be
necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial
sale and delivery of the Certificates, the Official Bid Form, the Paying Agent /Registrar Agreement,
and the Official Statement. In addition, prior to the initial delivery of the Certificates, any
Authorized Official and Bond Counsel are hereby authorized and directed to approve any technical
changes or corrections to this Ordinance or to any of the instruments authorized and approved by
this Ordinance and as described in the Official Statement necessary in order to (i) correct any
ambiguity or mistake or properly or more completely document the transactions contemplated and
approved by this Ordinance, (ii) obtain a rating from any of the national bond rating agencies, or
(iii) obtain the approval of the Certificates by the Texas Attorney General's office. In case any
officer of the City whose signature shall appear on any certificate shall cease to be such officer
before the delivery of such certificate, 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 47. Contracts with Financial Advisor and/or Bond Counsel. The City Council
authorizes any Authorized Official, or their designees, to take all actions necessary to execute any
necessary financial advisory contracts with SAMCO Capital Markets, Inc., as the financial advisor
to the City (the Financial Advisor). The City understands that under applicable federal securities
laws and regulations that the City must have a contractual arrangement with its Financial Advisor
relating to the sale, issuance, and delivery of the Certificates. In addition, the City Council also
authorizes any Authorized Official, or their designees, to take all actions necessary to execute any
necessary engagement agreement with Norton Rose Fulbright US LLP, as the Bond Counsel to
the City.
SECTION 48. Cii v's Consent to Provide Information and Documentation to the Texas
MAC. The Municipal Advisory Council of Texas (the Texas AMC), a non -profit membership
corporation organized exclusively for non - profit purposes described in section 501(c)(6) of the
Internal Revenue Code and which serves as a comprehensive financial information repository
regarding municipal debt issuers in Texas, requires provision of written documentation regarding
74394382.6 -42-
the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas MAC
and in compliance with applicable law, the City hereby consents to and authorizes any Authorized
Official, Bond Counsel to the City, and/or Financial Advisor to the City to provide to the Texas
MAC information and documentation requested by the Texas MAC relating to the Certificates;
provided, however, that no such information and documentation shall be provided prior to the
Closing Date. This consent and authorization relates only to information and documentation that
is a part of the public record concerning the issuance of the Certificates.
SECTION 49. Effective Date. Pursuant to the provisions of Section 1201.028, as
amended, Texas Government Code, this Ordinance shall be effective immediately upon adoption,
notwithstanding any provision in the City's Home Rule Charter to the contrary concerning a
multiple reading requirement for the adoption of ordinances.
[The remainder of this page intentionally left blank.]
74394382.6 -43-
PASSED, APPROVED, AND ADOPTED on the 23' day of July, 2019.
CITY OF SC!�f RTZ, TEXAS
ATTEST:
ity Secretary
(CITY SEAL)
74394382.6 S -1
INDEX TO EXHIBITS
Exhibit A Paying Agent/Registrar Agreement
Exhibit B Official Bid Form
Exhibit C Description of Annual Financial Information
Exhibit D DTC Letter of Representations
Exhibit E General Policies and Procedures Concerning Compliance with the Rule
74394382.6 S -1
EXHIBIT A
PAYING AGENT /REGISTRAR AGREEMENT
See Tab No.
74394382.6 A -1
EXHIBIT B
OFFICIAL BID FORM
See Tab No.
74394382.6 B -1
EXHIBIT C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 44 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified (and included in the Appendix or under
the headings of the Official Statement referred to) below:
(1) The City's audited financial statements for the most recently concluded fiscal year
or to the extent these audited financial statements are not available, the portions of the unaudited
financial statements of the City appended to the Official Statement as Appendix D, but for the
most recently concluded fiscal year.
(2) The information in the Official Statement under Table 1 of the Official Statement
and Tables 1 through 13 of Appendix A to the Official Statement.
Accounting Principles
The accounting principles referred to in such Section are generally accepted accounting
principles for governmental units as prescribed by the Government Accounting Standards Board
from time to time.
74394382.6 C -1
EXHIBIT D
DTC LETTER OF REPRESENTATIONS
See Tab No. _
74394382.6 D-1
EXHIBIT E
GENERAL POLICIES AND PROCEDURES
CONCERNING COMPLIANCE WITH THE RULE
I. Capitalized terms used in this Exhibit have the meanings ascribed thereto in Section 44 of
the Ordinance. "Certificates" refer to the Certificates that are the subject of the Ordinance to which
this Exhibit is attached.
Il. As a capital markets participant, the City is aware of its continuing disclosure requirements
and obligations existing under the Rule prior to February 27, 2019, the effective date of the most
recent amendment to the Rule (the "Effective Date "), and has implemented and maintained internal
policies, processes, and procedures to ensure compliance therewith. Adherence to these internal
policies, processes, and procedures has enabled underwriters in non - exempt negotiated sales and
initial purchasers in non - exempt competitive sales to comply with their obligations arising under
various MSRB rules and regulations concerning due diligence and findings of suitability, among
other matters, regarding the City's compliance with the Rule.
III. The City is aware that the Rule was amended as of the Effective Date (the Rule Amendment)
and has accommodated this amendment by adding subparagraphs (15) and (16) to Section 44C of
the Ordinance, which provisions are a part of the Undertaking.
IV. The City is aware that "participating underwriters" (as such term is defined in the Rule) of
the Certificates must make inquiry and reasonably believe that the City is likely to comply with
the Undertaking and that the standards for determining compliance have increased over time as a
result of, among others, the United States Securities and Exchange Commission's Municipalities
Continuing Disclosure Cooperation Initiative and regulatory commentary relating to the
effectiveness of the Rule Amendment.
V. The City now establishes the following general policies and procedures (the "Policies and
Procedures ") for satisfying its obligations pursuant to the Undertaking, which policies and
procedures have been developed based on the City's informal policies, procedures, and processes
utilized prior to the Effective Date for compliance with the City's obligations under the Rule, the
advice from and discussions with the City's internal senior staff (including staff charged with
administering the City's financial affairs), its municipal or financial advisors, its legal counsel
(including Bond Counsel), and its independent accountants, to the extent determined to be
necessary or advisable (collectively, the "Compliance Team "):
1. the City Manager of the City (the "Compliance Officer ") shall be responsible for satisfying
the City's obligations pursuant to the Undertaking through adherence to these Policies and
Procedures;
2. the Compliance Officer shall establish reminder or "tickler" systems to identify and timely
report to the MSRB, in the format thereby prescribed from time to time, the City's
information of the type described in Section 44B of the Ordinance;
the Compliance Officer shall promptly determine the occurrence of any of the events
described in Section 44C of the Ordinance;
74394382.6 E -1
4. the Compliance Officer shall work with external consultants of the City, as and to the extent
necessary, to timely prepare and file with the MSRB the annual information of the City
and notice of the occurrence of any of the events referenced in Clauses 2 and 3 above,
respectively, the foregoing being required to satisfy the terms of the Undertaking;
the Compliance Officer shall establish a system for identifying and monitoring any
Financial Obligations, whether now existing or hereafter entered into by the City, and
(upon identification) determining if such Financial Obligation has the potential to
materially impact the security or source of repayment of the Certificates;
6. upon identification of any Financial Obligation meeting the materiality standard identified
in Clause 5 above, the Compliance Officer shall establish a process for identifying and
monitoring any City agreement to covenants, events of default, remedies, priority rights,
or other similar terms under such Financial Obligation;
the Compliance Officer shall establish a process for identifying the occurrence of any
default, event of acceleration, termination event, modification of terms, or other similar
events under the terms of any Financial Obligation, the occurrence of any of which reflect
financial difficulties of the City; and
the Compliance Officer shall annually review these Policies and Procedures with the
remainder of the Compliance Team, make any modifications on an internal document
retained by the Compliance Officer and available to any "participating underwriter" (as
defined in the Rule), if requested, and on the basis of this annual review (to the extent
determined to be necessary or desirable), seek additional training for herself or himself, as
well as other members of the City's internal staff identified by the Compliance Officer to
assist with the City's satisfaction of the terms and provisions of the Undertaking.
74394382.6 E -2
RECEIPT
THE STATE OF TEXAS §
COUNTIES OF BEXAR, COMAL, AND §
GUADALUPE §
CITY OF SCHERTZ §
THE UNDERSIGNED HEREBY CERTIFIES that:
1. This receipt is executed and delivered with respect to the "CITY OF SCHERTZ,
TEXAS COMBINATION TAX AND LIMITED PLEDGE CERTIFICATES OF OBLIGATION,
SERIES 2019 ", dated August 1, 2019, in the aggregate principal amount of $7,495,000 (the
Certificates). The issuer of the Certificates is the City Council of the City of Schertz, Texas,
located in the Counties of Bexar, Comal, and Guadalupe, Texas (the City).
2. On the date shown hereof, the Certificates were delivered to the initial purchasers:
Raymond James & Associates, Inc., Dallas, Texas
(as the authorized representative of a group of purchasers at a competitive sale)
3. All of the Certificates have been paid for in full by the initial purchasers
concurrently with the delivery of this receipt, and the City has received the agreed purchase price
for the Certificates, as follows:
Principal Amount .....
Accrued Interest .......
Reoffering Premium.
Purchasers' Discount
Total Amount Received
I........ $7,495,000.00
......... 13,701.40
......... 565,404.65
......... (39.736.50)
$8,034,369.55
4. The undersigned has executed this receipt in the capacity hereinafter shown for
and on behalf of the City.
[The remainder of this page intentionally left blank.]
74394453.3
EXECUTED AND DELIVrIA -L
74394453.3 - 2 -
NORTON ROSE FULBRIGHT
July 23, 2019
Norton Rose Fulbright US LLP
Via E -Mail 300 Convent Street, Suite 2100
San Antonio, Texas 78205 -3792
United States
Re: City of Schertz, Texas Combination Tax and Limited Pledge Revenue Certificates of
Obligation, Series 2019 (the "Certificates")
Dear Brenda:
I enclose the following revised documents in connection with the captioned financing for execution
at tonight's regular meeting of the City Council. Please replace the original documents you
received from our office on June 26, 2019, with these documents, but do not discard the signature
pages.
Ordinance; and
2. Receipt.
Please return all executed signature pages to me. The completed copies of the aforementioned
documents should be retained for the files of the City.
Thank you, in advance, for your prompt attention to this matter. If I can provide any additional
assistance concerning this matter, please do not hesitate to contact me.
Very truly yours,,,
WI/
W. Jeffrey Kuhn
WJK/jcq
Enclosures
cc: Mr. Mark Browne (City of Schertz, Texas)
Mr. Brian James (City of Schertz, Texas)
Mr. James Walters (City of Schertz, Texas)
Mr. Charles Zech (Denton, Navarro, Rocha, Bernal, Hyde & Zech, P.C.)
Mr. Dan Santee (Denton, Navarro, Rocha, Bernal, Hyde & Zech, P.C.)
Mr. Mark McLiney (SAMCO Capital Markets, Inc.)
Norton Rose Fulbright US LLP Is a limited liability partnership registered under the laws of Texas.
74817723.1
Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose
Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss vereln. Norton Rose Fulbright
Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory
information, are available at nortonrosefulbrighLoom.
W. Jeffrey Kuhn
Ms. Brenda Dennis
Partner
City Secretary
Direct line +1210 270 7131
City of Schertz, Texas
w. jeffrey .kuhn @nortonrosefulbright.com
1400 Schertz Parkway
Schertz, Texas 78154
Tel +1210 224 5575
Fax +1 210 270 7205
norton rosefulbright.com
Re: City of Schertz, Texas Combination Tax and Limited Pledge Revenue Certificates of
Obligation, Series 2019 (the "Certificates")
Dear Brenda:
I enclose the following revised documents in connection with the captioned financing for execution
at tonight's regular meeting of the City Council. Please replace the original documents you
received from our office on June 26, 2019, with these documents, but do not discard the signature
pages.
Ordinance; and
2. Receipt.
Please return all executed signature pages to me. The completed copies of the aforementioned
documents should be retained for the files of the City.
Thank you, in advance, for your prompt attention to this matter. If I can provide any additional
assistance concerning this matter, please do not hesitate to contact me.
Very truly yours,,,
WI/
W. Jeffrey Kuhn
WJK/jcq
Enclosures
cc: Mr. Mark Browne (City of Schertz, Texas)
Mr. Brian James (City of Schertz, Texas)
Mr. James Walters (City of Schertz, Texas)
Mr. Charles Zech (Denton, Navarro, Rocha, Bernal, Hyde & Zech, P.C.)
Mr. Dan Santee (Denton, Navarro, Rocha, Bernal, Hyde & Zech, P.C.)
Mr. Mark McLiney (SAMCO Capital Markets, Inc.)
Norton Rose Fulbright US LLP Is a limited liability partnership registered under the laws of Texas.
74817723.1
Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose
Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss vereln. Norton Rose Fulbright
Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory
information, are available at nortonrosefulbrighLoom.
Ms. Brenda Dennis
July 23, 2019
Page 2
Mr. Andrew Friedman (SAMCO Capital Markets, Inc.)
Ms. Veronica Alonzo (SAMCO Capital Markets, Inc.)
Mr. Jose Gaytan (UMB Bank, N.A.)
Mr. George W. Scofield (Firm)
Mr. Clay Binford (Firm)
Ms. Stephanie V. Leibe (Firm)
Mr. Adam C. Harden (Firm)
Ms. Lauren Ferrero (Firm)
Mr. Arnold Cantu III (Firm)
Mr. Matthew A. Lee (Firm)
Mr. John D. Hall (Firm)
Mr. Chris D. Dvorak (Firm)
74817723.1
A
NORTON ROSE FULBRIGHT