HomeMy WebLinkAboutORD 2009-23 - Self-Supporting 2009 Limited TaxORDINANCE AUTHORIZING CITY OF GEORGETOWN, TEXAS, LIMITED TAX
NOTES, SERIES 2009* AUTHORIZING THE LEVY OF TAXES IN SUPPORT OF THE
NOTES* APPROVING A PAYING AGENT/REGISTRAR AGREEMENT, AN
OFFICIAL 1 OTHER RELATED
DOCUMENTS; AND AUTHORIZING OTHER MATTERS RELATED TO THE
ISSUANCE OF pNOTES
TABLE OF CONTENTS
Paye
SECTION l . RECITALS, AMOUNT PURPOSE OF THE NOTES AND
COMPREHENSIVE PLAN ........................................ 1
SECTION 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND
MATURITIES OF THE NOTES .................................... 1
SECTION 3. INTEREST.......................................................2
SECTION 4. CHARACTERISTICS OF THE NOTES . ................................ 3
(a) Registration, Transfer, Conversion and Exchange, Authentication ........ 3
(b) Payment of Notes and Interest ................................... 3
(c) In General. . & * * ..................................... 4
(d) Substitute PaA end t/Re ism tray . 4
(e) Book -Entry System ....................................... 4
(f) Successor Securities Depository Transfers Outside Book -Entry -Only
System ..............0000.......... 5
......................
(g) Payments to Cede & Co. .............................. 6
(h) Initial Note .................................................. 6
(i) DTC Blanket Letter of Representations ............................. 6
SECTION 5. FORM OF NOTE ................................................. 6
SECTION 6. INTEREST AND SINKING FUND . .................................. 12
SECTION 7. ESTABLISHMENT OF PROJECT FUND .................. 0 .......... 13
(a) Project Fund ................................................13
(b) Investment of Funds .......................................... 13
(c) Security for Funds ............................................ 13
(d) Maintenance of Funds ......................................... 13
(e) Interest Earnings .......................... 0 0 .... 0 ..... 0 ...... 13
(f) Perfection..................................................13
SECTION 8. DEFEASANCE OF NOTES. ............ 0 ........................... 13
SECTION 9. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED NOTES .... 15
(a) Replacement Notes ..............................0........000. 15
(b) Application for Replacement Notes ............................... 15
(c) No Default Occurred ...............0000....................... 15
(d) Charge for Issuing Replacement Notes ............................ 15
(e) Authority for Issuing_ Replacement Notes .......................... 16
SECTION 10. CUSTODY, APPROVAL AND REGISTRATION OF NOTES; BOND
COUNSEL'S OPINION, CUSIP NUMBERS. ............ 0 ............ 16
GT0WN/C0sG0sNote2009: NOTEOrdinance I
SECTION 11
SECTION 12.
SECTION 13.
SECTION 14.
SECTION 15.
SECTION 16.
SECTION 17.
SECTION 18
SECTION 19
SECTION 20
SECTION 21
SECTION 22
SECTION 23
SECTION 24
SECTION 25
SECTION 26
COVENANTS REGARDING TAX EXEMPTION OF INTEREST
ON THE NOTES
16
. ..............................................
(a) Covenants ..................................................16
(b) Rebate Fund ................................................
18
(c) Proceeds ...................................................18
(d) Allocation of, and Limitation On, Expenditures for the Project ..........
18
(e) Disposition of Project .........................................
18
(f) Designation as Qualified
Tax -Exempt Certificates ....................
19
SALE OF NOTES...............................................19
REMEDIES IN EVENT OF DEFAULT
19
..............................
INTEREST EARNINGS ON NOTE PROCEEDS
20
.......................
APPROVAL OF OFFICIAL STATEMENT
20
...........................
APPROVAL OF PAYING AGENT/REGISTRAR
20
.......................
CONTINUING DISCLOSURE UNDERTAKING .......................
20
(a) Annual Reports.............................................20
(b) Material Event Notices ........................................
21
(c) Limitations Disclaimers and Amendments .........................
21
(d) Definitions .................................................
23
AMENDMENT OF ORDINANCE ..................................
23
NO RECOURSE AGAINST CITY OFFICIALS ........................
24
FURTHER ACTIONS ............................................
24
INTERPRETATIONS ............................................
25
INTERESTED PARTIES .........................................
25
INCORPORATION OF RECITALS .................................
25
INCONSISTENT PROVISIONS ....................................
25
SEVERABILITY................................................25
REPEALER....................................................25
Exhibit A - Purchase Agreement
Exhibit B - Paying Agent/Registrar Agreement
Exhibit C - Description of Annual Financial Information
GT0WN/C0sG0sNote2009: NOTEOrdinance 11
ORDINANCE i _ t yr
FA !' • 111101
•! !
NOTES,* APPROVING A PAYING AGENT/REGISTRAR AGREEMENT, AN
OFFICIAL STATEMENT, A PURCHASE AGREEMENT AND OTHER RELATED
ii AND AUTHORIZING OTHER MATTERS RELATED TO THE
ISSUANCE OF i
THE STATE OF TEXAS
CITY OF i !
COUNTYOF 1 !
WHEREAS, the City Council of the City of Georgetown, Texas (the "City") deems it
advisable to issue limited tax notes in the amount of $5,950,000 (the "Notes") for the purpose of (1)
improvements and extensions to the City's Utility System; and (2) paying professional services in
connection therewith including legal, fiscal, architectural and engineering fees and the costs of
issuance in connection with the Notes; and
WHEREAS, the Notes are authorized pursuant to Chapter 1431, Texas Government Code,
as amended; and
WHEREAS, it is hereby officially found and determined that the meeting at which this
Ordinance was passed was open to the public, and public notice of the time, place and purpose of the
meeting was given, all as required by Chapter 551, Texas Government Code.
NOW, '° i'' BE ORDAINED i C i OF G
*F GEORGETOWN,
SECTION 1. RECITALS, AMOUNT, PURPOSE OF THE NOTES AND
COMPREHENSIVE PLAN. (a) Recitals. Amount and Purpose. The recitals set forth in the
preamble hereof are incorporated by reference herein and shall have the same force and effect as if
set forth in this Section. The notes of Georgetown, Texas (the "City") are hereby authorized to be
issued and delivered in the aggregate principal amount of $5,950,000 for the purpose of: (1)
improvements and extensions to the City's Utility System; and (2) paying professional services in
connection therewith including legal, fiscal, architectural and engineering fees and the costs of
issuance in connection with the Notes.
(b) Comprehensive Plan. The City Council hereby finds that the Ordinance is not inconsistent
or in conflict with the City of Georgetown, Texas Comprehensive Plan.
SECTION 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND
MATURITIES OF NOTES. Each Note issued pursuant to this Ordinance shall be designated:
"CITY OF GEORGETOWN, TEXAS LIMITED TAX NOTE, SERIES 2009", and initially there
shall be issued, sold, and delivered hereunder fully registered certificates, without interest coupons,
GTOWN/COsGOsNote2009: NOTEOrdinance 1
dated April 15, 2009, in the respective denominations and principal amounts hereinafter stated,
numbered consecutively from R-1 upward (except the initial Note delivered to the Attorney General
of the State of Texas which shall be numbered T-1), payable to the respective initial purchasers
thereof (as designated in Section 12 hereof), or to the registered assignee or assignees of said Notes
or any portion or portions thereof (in each case, the "Registered Owner"), and said Notes shall mature
and be payable serially on February 15 in each of the years and in the principal amounts, respectively,
as set forth in the following schedule:
YEAR AMOUNT
2011 $ 140,000
2012 145,000
2013 150,000
2014 150,000
2015 1557000
20161 4,2101000
20162 1,000,000
The term "Notes" as used in this Ordinance shall mean and include collectively the Notes initially
issued and delivered pursuant to this Ordinance and all substitute Notes exchanged therefor, as well
as all other substitute Notes and replacement Notes issued pursuant hereto, and the term "Note" shall
mean any of the Notes.
SECTION 3. INTEREST. The Notes scheduled to mature during the years, respectively, set
forth below shall bear interest from the dates specified in the FORM OF NOTE set forth in this
Ordinance to their respective dates of maturity or redemption prior to maturity at the following rates
per annum:
YEAR
RATE
2011
3.00%
2012
3.00
2013
3.00
2014
3.00
2015
3.00
20161
5.00
20162
4.00
Interest shall be payable in the manner provided and on the dates stated in the FORM OF NOTE set
forth in this Ordinance.
1$4,210,000 principal amount note maturing in 2016 bears interest at 5.00%.
2$1,000,000 principal amount note maturing in 2016 bears interest at 4.00%
GTOWN/COsGOsNote2009: NOTEOrdinmce 2
SECTlON 4> CHARACTERISTICS OFT E NOTES. (a) Registration, Transfer,
Conversion and Exchange, Authentication. The City shall keep or cause to be kept at The Bank of
New York Mellon Trust Company, N.A. in Dallas, Texas (the "Paying Agent/Registrar") books or
records for the registration of the transfer, conversion and exchange of the Notes (the "Registration
Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent
to keep such books or records and make such registrations of transfers, conversions and exchanges
under such reasonable regulations as the City and Paying Agent/Registrar may prescribe; and the
Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein
provided. The Paying Agent/Registrar shall obtain and record in the Registration Books the address
of the Registered Owner of each Note to which payments with respect to the Notes shall be mailed,
as herein provided; but it shall be the duty of each Registered Owner to notify the Paying
Agent/Registrar in writing of the address to which payments shall be mailed, and such interest
payments shall not be mailed unless such notice has been given. The City shall have the right to
inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but
otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless
otherwise required by law, shall not permit their inspection by any other entity. The Paying
Agent/Registrar shall make the Registration Books available within the State of Texas. The City shall
pay the Paying Agent/Registrar's standard or customary fees and charges for making such
registration, transfer, conversion, exchange and delivery of a substitute Note or Notes. Registration
of assignments, transfers, conversions and exchanges of Notes shall be made in the manner provided
and with the effect stated in the FORM OF NOTE set forth in this Ordinance. Each substitute Note
shall bear a letter and/or number to distinguish it from each other Note.
Except as provided in Section 4(c) of this Ordinance, an authorized representative of the
Paying Agent/Registrar shall, before the delivery of any such Note, date and manually sign the Note,
and no such Note shall be deemed to be issued or outstanding unless such Note is so executed. The
Paying Agent/Registrar promptly shall cancel all paid Notes and Notes surrendered for conversion
and exchange. No additional ordinances, orders, or resolutions need be passed or adopted by the
governing body of the City or any other body or person so as to accomplish the foregoing conversion
and exchange of any Note or portion thereof, and the Paying Agent/Registrar shall provide for the
printing, execution, and delivery of the substitute Notes in the manner prescribed herein, and the
Notes shall be printed or typed on paper of customary weight and strength. Pursuant to Chapter
1201, Texas Government Code, as amended, and particularly Subchapter D thereof, the duty of
conversion and exchange of Notes as aforesaid is hereby imposed upon the Paying Agent/Registrar,
and, upon the execution of the Note, the converted and exchanged Note shall be valid, incontestable,
and enforceable in the same manner and with the same effect as the Notes which initially were issued
and delivered pursuant to this Ordinance, approved by the Attorney General and registered by the
Comptroller of Public Accounts.
(b) Payment of Notes and Interest. The City hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Notes, all
as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments
made by the City and the Paying Agent/Registrar with respect to the Notes, and of all conversions
and exchanges of Notes, and all replacements of Notes, as provided in this Ordinance. However, in
the event of a nonpayment of interest on a scheduled payment date, and for thirty (3 0) days thereafter,
a new record date for such interest payment (a "Special Record Date") will be established by the
GTOWN/COsGOsNote2009: NOTEOrdinance 3
Paying Agent/Registrar, if and when funds for the payment of such interest have been received from
the City. Notice of the past due interest shall be sent at least five (5) business days prior to the
Special Record Date by United States mail, first-class postage prepaid, to the address of each
Registered Owner appearing on the Registration Books at the close of business on the last business
day next preceding the date of mailing of such notice.
(c) In General. The Notes (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Notes to be payable only to the Registered Owners
thereof, (ii) may be redeemed prior to their scheduled maturities (notice of which shall be given to
the Paying Agent/Registrar by the City at least 45 days prior to any such redemption date), (iii) may
be converted and exchanged for other Notes, (iv) may be transferred and assigned, (v) shall have the
characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and
interest on the Notes shall be payable, and (viii) shall be administered and the Paying Agent/Registrar
and the City shall have certain duties and responsibilities with respect to the Notes, all as provided,
and in the manner and to the effect as required or indicated, in the FORM OF NOTE set forth in this
Ordinance. The Notes initially issued and delivered pursuant to this Ordinance are not required to
be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Note issued
in conversion of and exchange for any Note or Notes issued under this Ordinance the Paying
Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION
CERTIFICATE, in the form set forth in the FORM OF NOTE.
(d) Substitute Paving A ens t/Re isg tray. The City covenants with the Registered Owners of
the Notes that at all times while the Notes are outstanding the City will provide a competent and
legally qualified bank, trust company, financial institution, or other agency to act as and perform the
services of Paying Agent/Registrar for the Notes under this Ordinance, and that the Paying
Agent/Registrar will be one entity. The City reserves the right to, and may, at its option, change the
Paying Agent/Registrar upon not less than 30 days written notice to the Paying Agent/Registrar, to
be effective at such time which will not disrupt or delay payment on the next principal or interest
payment date after such notice. In the event that the entity at any time acting as Paying
Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise
cease to act as such, the City covenants that promptly it will appoint a competent and legally qualified
bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this
Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar
promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other
pertinent books and records relating to the Notes, to the new Paying Agent/Registrar designated and
appointed by the City. Upon any change in the Paying Agent/Registrar, the City promptly will cause
a written notice thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of
the Notes, by United States mail, first-class postage prepaid, which notice also shall give the address
of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying
Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified
copy of this Ordinance shall be delivered to each Paying Agent/Registrar.
(e) Book -Entry System, The Notes issued in exchange for the Notes initially issued as
provided in Section 4(h) shall be issued in the form of a separate single fully registered Note for each
of the maturities thereof registered in the name of Cede & Co. as nominee of DTC and except as
GT0WN1C0sG0sNote2004: NOTEOrdinance 4
provided in subsection (f) hereof, all of the Outstanding Notes shall be registered in the name of Cede
& Co., as nominee of DTC.
With respect to Notes registered in the name of Cede & Co., as nominee of DTC, the City
and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and
dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf
DTC was created to hold securities to facilitate the clearance and settlement of securities transactions
among DTC participants (the "DTC Participant") or to any person on behalf of whom such a DTC
Participant holds an interest in the Notes. Without limiting the immediately preceding sentence, the
City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the
accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership
interest in the Notes, (ii) the delivery to any DTC participant or any other person, other than a
Registered Owner, as shown on the Registration Books, of any notice with respect to the Notes,
including any notice of redemption, or (iii) the payment to any DTC Participant or any person, other
than a Registered Owner, as shown on the Registration Books of any amount with respect to
principal of, premium, if any, or interest on the Notes. Notwithstanding any other provision of this
Ordinance to the contrary, but to the extent permitted by law, the City and the Paying
Agent/Registrar shall be entitled to treat and consider the person in whose name each Note is
registered in the Registration Books as the absolute owner of such Note for the purpose of payment
of principal, premium, if any, and interest, with respect to such Note, for the purposes of registering
transfers with respect to such Notes, and for all other purposes of registering transfers with respect
to such Notes, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all
principal of, premium, if any, and interest on the Notes only to or upon the orders of the respective
Registered Owners, as shown in the Registration Books as provided in the Ordinance, or their
respective attorneys duly authorized in writing, and all such payments shall be valid and effective to
fully satisfy and discharge the City's obligations with respect to payment of principal of, premium, if
any, and interest on the Notes to the extent of the sum or sums so paid. No person other than a
Registered Owner, as shown in the Registration Books, shall receive a Note evidencing the obligation
of the City to make payments of principal, premium, if any, and interest pursuant to the Ordinance.
Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this
Ordinance with respect to interest checks being mailed to the registered owner at the close of business
on the Record Date the word "Cede & Co." in this Ordinance shall refer to such new nominee of
DTC.
(f) Successor Securities Depository, Transfer Outside Book -Entry -Only System. In the event
that the City determines to discontinue the book -entry system through DTC or a successor or DTC
determines to discontinue providing its services with respect to the Notes, the City shall either (i)
appoint a successor securities depository, qualified to act as such under Section 17(a) of the
Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the
appointment of such successor securities depository and transfer one or more separate Notes to such
successor securities depository or (ii) notify DTC and DTC Participants of the availability through
DTC of Notes and transfer one or more separate Notes to DTC Participants having Notes credited
to their DTC accounts. In such event, the Notes shall no longer be restricted to being registered in
the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the
name of the successor securities depository, or its nominee, or in whatever name or names Registered
GTOVJN/COsGOsNote2009: NOTEOrdinance 5
Owner transferring or exchanging Notes shall designate, in accordance with the provisions of this
Ordinance.
(g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the
contrary, so long as any Note 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 Note and all notices with
respect to such Note shall be made and given, respectively, in the manner provided in the Blanket
Issuer Letter of Representations of the City to DTC.
(h) Initial Note. The Notes herein authorized shall be initially issued as fully registered Notes,
being one Note representing the entire principal amount of the Notes, payable in stated installments
and the initial Note shall be registered in the names of the Initial Purchasers or the designees thereof
as set forth in Section 12 hereof. The initial Note shall be the Note 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 Initial Purchaser.
Immediately after the delivery of the initial Note, the Paying Agent/Registrar shall cancel the initial
Note delivered hereunder and exchange therefor Notes in the form of a separate single fully registered
Note for each of the maturities thereof registered in the name of Cede & Co., as nominee of DTC and
except as provided in Section 4(f), all of the outstanding Notes shall be registered in the name of
Cede & Co., as nominee of DTC.
(i) DTC Blanket Letter of Representations. The City confirms execution of a Blanket Letter
of Representations with DTC establishing the Book -Entry -Only System which will be utilized with
respect to the Notes.
SECTION 5. FORM OF MOTE. The form of the Note, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment, the form of Initial Note and the
form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be
attached to the Notes initially issued and delivered pursuant to this Ordinance, shall be, respectively,
substantially as follows, with such appropriate variations, omissions or insertions as are permitted or
required by this Ordinance.
1• !
April 15, 2009
GTOWN/COsGOsNote2009: NOTEOrdinance 6
�Ir
..1, 1'.
AMOUNT
ON THE MATURITY DA'L'E specified above, the City of Georgetown, Texas (the "City""),
being a political subdivision of the State of Texas, hereby promises to pay to the Registered Owner
set forth above, or registered assigns (hereinafter called the "Registered Owner") the principal amount
set forth above, and to pay interest thereon from the Date of Notes set forth above, on February 15,
2010 and semiannually on each August 15 and February 15 thereafter to the maturity date specified
above, at the interest rate per annum specified above; except that if this Note is required to be
authenticated and the date of its authentication is later than the first Record Date (hereinafter
defined), such principal amount shall bear interest from the interest payment date next preceding the
date of authentication, unless such date of authentication is after any Record Date but on or before
the next following interest payment date, in which case such principal amount shall bear interest from
such next following interest payment date; provided, however, that if on the date of authentication
hereof the interest on the Note or Notes, if any, for which this Note is being exchanged or converted
from is due but has not been paid, then this Note shall bear interest from the date to which such
interest has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Note are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Note shall
be paid to the Registered Owner hereof upon presentation and surrender of this Note at maturity, at
The Bank of New York Trust Company, N.A., which is the "Paying Agent/Registrar" for this Note
at its designated office for payment currently, Dallas, Texas (the "Designated Payment/Transfer
Office). The payment of interest on this Note shall be made by the Paying Agent/Registrar to the
Registered Owner hereof on each interest payment date by check or draft, dated as of such interest
payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the City
required by the Ordinance authorizing the issuance of this Note (the "Ordinance") to be on deposit
with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft
shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each
such interest payment date, to the Registered Owner hereof, at its address as it appeared at the close
of business on the last business day of the preceding month each such date (the "Record Date") on
the registration books kept by the Paying Agent/Registrar (the "Registration Books"). In addition,
interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by,
and at the risk and expense of, the Registered Owner. In the event of a non-payment of interest on
a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment
(a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for
the payment of such interest have been received from the City. Notice of the Special Record Date
and of the scheduled payment date of the past due interest (which shall be 15 days after the Special
Record Date) shall be sent at least five business days prior to the Special Record Date by United
States mail, first-class postage prepaid, to the address of each owner of a Note appearing on the
Registration Books at the close of business on the last business day next preceding the date of mailing
of such notice. Notwithstanding the foregoing, during any period in which ownership of the Notes
is determined only by a book entry at a securities depository for the Notes, any payment to the
GTOWN/COsGOsNote2009: NOTEOrdinance 7
securities depository, or its nominee or registered assigns, shall be made in accordance with existing
arrangements between the City and the securities depository.
ANY ACCRUED INTEREST due at maturity as provided herein shall be paid to the
Registered Owner upon presentation and surrender of this Note for redemption and payment at the
Designated Payment/Transfer Office of the Paying Agent/Registrar, The City covenants with the
Registered Owner of this Note that on or before each principal payment date, interest payment date,
and accrued interest payment date for this Note it will make available to the Paying Agent/Registrar,
from the "Interest and Sinking Fund" created by the Ordinance, the amounts required to provide for
the payment, in immediately available funds, of all principal of and interest on the Notes, when due.
IF THE DATE for the payment of the principal of or interest on this Note shall be a
Saturday, Sunday, a legal holiday or a day on which banking institutions in the City where the
principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which is not
such a Saturday, Sunday, legal holiday or day on which banking institutions are authorized to close;
and payment on such date shall have the same force and effect as if made on the original date payment
was due.
THIS NOTE is one of a Series of Notes dated April 15, 2009, authorized in accordance with
the Constitution and laws of the State of Texas in the principal amount of $5,950,000, FOR THE
PURPOSE OF (1) IMPROVEMENTS AND EXTENSIONS TO THE CITY'S UTILITY
SYSTEM* AND (2) PAVING PROFESSIONAL SERVICES IN CONNECTION
THEREWITH INCLUDING LEGAL.,, FISCAL,, ARCHITECTURAL AND ENGINEERING
FEES AND THE COSTS OF ISSUANCE IN CONNECTION WITH THE NOTES.
ON FEBRUARY 15, 2012, or on any date thereafter, the Notes of this Series maturing on
and after February 15, 2013 may be redeemed prior to their scheduled maturities, at the option of the
City, with funds derived from any available and lawful source, at par plus accrued interest to the date
fixed for redemption as a whole, or in part, and, if in part, the particular maturities to be redeemed
shall be selected and designated by the City and if less than all of a maturity is to be redeemed, the
Paying Agent/Registrar shall determine by lot the Notes, or a portion thereof, within such maturity
to be redeemed (provided that a portion of a Note may be redeemed only in an integral multiple of
$5,000).
ALL NOTES OF THIS SERIES are issuable solely as fully registered notes, without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in the
Ordinance, this Note may, at the request ofthe Registered Owner or the assignee or assignees hereof,
be assigned, transferred, converted into and exchanged for a like aggregate principal amount of fully
registered Notes, without interest coupons, payable to the appropriate Registered Owner, assignee
or assignees, as the case may be, having the same denomination or denominations in any integral
multiple of $5,000 as requested in writing by the appropriate Registered Owner, assignee or
assignees, as the case may be, upon surrender of this Note to the Paying Agent/Registrar for cancella-
tion, all in accordance with the form and procedures set forth in the Ordinance. Among other require-
ments for such assignment and transfer, this Note must be presented and surrendered to the Paying
Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of
GT0PRNUC0sG0sNote2009; NOTEOrdinmce g
signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Note or any
portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose
name or names this Note or any such portion or portions hereof is or are to be registered. The form
of Assignment printed or endorsed on this Note may be executed by the Registered Owner to
evidence the assignment hereof, but such method is not exclusive, and other instruments of
assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this
Note or any portion or portions hereof from time to time by the Registered Owner. The Paying
Agent/Registrar's reasonable standard or customary fees and charges for assigning, transferring,
converting and exchanging any Note or portion thereof will be paid by the City. In any circumstance,
any taxes or governmental charges required to be paid with respect thereto shall be paid by the one
requesting such assignment, transfer, conversion or exchange, as a condition precedent to the exercise
of such privilege.
WHENEVER the beneficial ownership of this Note is determined by a book entry at a
securities depository for the Notes, the foregoing requirements of holding, delivering or transferring
this Note shall be modified to require the appropriate person or entity to meet the requirements of
the securities depository as to registering or transferring the book entry to produce the same effect.
IN THE EVENT any Paying Agent/Registrar for the Notes is changed by the City, resigns,
or otherwise ceases to act as such, the City has covenanted in the Ordinance that it promptly will
appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be
mailed to the Registered Owners of the Notes.
IT IS HEREBY certified, recited and covenanted that this Note has been duly and validly
authorized, issued and delivered; that all acts, conditions and things required or proper to be
performed, exist and be done precedent to or in the authorization, issuance and delivery of this Note
have been performed, existed and been done in accordance with law, and that annual ad valorem taxes
sufficient to provide for the payment of the interest on and principal of this Note, as such interest
comes due and such principal matures, have been levied and ordered to be levied against all taxable
property in said City, and have been pledged for such payment, within the limit prescribed by law; and
that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of
this Note, as such interest comes due and such principal matures, have been levied and ordered to be
levied against all taxable property in said City, and have been pledged for such payment, within the
limit prescribed by law.
BY BECOMING the Registered Owner of this Note, the Registered Owner thereby
acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms and
provisions, acknowledges that the Ordinance is duly recorded and available for inspection in the offi-
cial minutes and records of the governing body of the City, and agrees that the terms and provisions
of this Note and the Ordinance constitute a contract between each Registered Owner hereof and the
City.
IN WITNESS WHEREOF, the City has caused this Note to be signed with the manual or
facsimile signature of the Mayor of the City and countersigned with the manual or facsimile signature
of the City Secretary of said City, and has caused the official seal of the City to be duly impressed,
or placed in facsimile, on this Note.
GTOWN/COsGOsNote2004: NOTEOrdinmce 9
City Secretary
(SEAL)
Mayor
PAVING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Certificate is not accompanied by an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
It is hereby certified that this Note has been issued under the provisions of the Ordinance
described in the text of this Certificate; and that this Note has been issued in conversion or
replacement of, or in exchange for, a Note, Notes, or a portion of a Note or Notes of a Series which
originally was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas.
Dated
The Bank ofNew York Mellon Trust Company,
N.A., Paying Agent/Registrar
By
Authorized Representative
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer
Identification Number of Transferee
(Please print or typewrite name and address,
GTOWN/COsGOsNote2009: NOTEOrdinmee 10
including zip code, of Transferee)
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer ofthe within
Note on the books kept for registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed.-
NOTICE:
uaranteed:
NOTICE: Signature(s) must be guaranteed
by a member firm of the New York Stock
Exchange or a commercial bank or trust
company.
NOTICE: The signature above must
correspond with the name of the Registered
Owner as it appears upon the front of this
Note in every particular, without alteration or
enlargement or any change whatsoever.
! •! •: ! ., 1.
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 that this Certificate has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts
of the State of Texas
(COMPTROLLER'S SEAL)
The initial Note shall be in the form set forth in this Exhibit, except that:
A. immediately under the name of the Note, the headings "INTEREST RATE" and
"MATURITY DATE" shall both be completed with the words "As shown below" and
"CUSIP NO." shall be deleted.
GT0WN(C0sG0sNote2009: NOTEOrdinance 11
B. the first paragraph shall be deleted and the following will be inserted:
"ON THE MATURITY DATE SPECIFIED BELOW, the City of Georgetown, Texas (the
"City"), being a political subdivision, hereby promises to pay to the Registered Owner specified
above, or registered assigns (hereinafter called the "Registered Owner"), on February 15 in each of
the years, in the principal installments and bearing interest at the per annum rates set forth in the
following schedule:
Years Principal Installments Interest Rates
(Information from Sections 2 and 3 to be inserted)
The City promises to pay interest on the unpaid principal amount hereof (calculated on the basis of
a 360 -day year of twelve 30 -day months) from April 15, 2009 at the respective Interest Rate per
annum specified above. Interest is payable on February 15, 2010 and semiannually on each August
15 and February 15 thereafter to the date of payment of the principal installment specified above;
except, that if this Note is required to be authenticated and the date of its authentication is later than
the first Record Date (hereinafter defined), such principal amount shall bear interest from the interest
payment date next preceding the date of authentication, unless such date of authentication is after any
Record Date but on or before the next following interest payment date, in which case such principal
amount shall bear interest from such next following interest payment date; provided, however, that
if on the date of authentication hereof the interest on the Note or Notes, if any, for which this Note
is being exchanged is due but has not been paid, then this Note shall bear interest from the date to
which such interest has been paid in full."
C. The initial Note shall be numbered "T -l."
SECTION 6. INTEREST AND SINKING PUNK. A special "Interest and Sinking Fund"
is hereby confirmed and shall be established and maintained by the City at an official depository bank
of said City. Said Interest and Sinking Fund shall be used for paying the interest on and principal of
the Notes. All ad valorem taxes levied and collected for and on account of said Notes shall be
deposited, as collected, to the credit of said Interest and Sinking Fund. During each year while any
of said Notes are outstanding and unpaid, the governing body of said City shall compute and ascertain
a rate and amount of ad valorem tax which will be sufficient to raise and produce the money required
to pay the interest on said Notes as such interest comes due, and to provide and maintain a sinking
fund adequate to pay the principal of said Notes as such principal matures (but never less than 2%
of the original amount of said Notes as a sinking fund each year); and said tax shall be based on the
latest approved tax rolls of said City, with full allowances being made for tax delinquencies and the
cost of tax collection. Said rate and amount of ad valorem tax is hereby levied, and is hereby ordered
to be levied, against all taxable property in said City, for each year while any of said Notes are
outstanding and unpaid, and said tax shall be assessed and collected each such year and deposited to
the credit of the aforesaid Interest and Sinking Fund. Ad valorem taxes sufficient to provide for the
payment of the interest on and principal of the Notes, as such interest comes due and such principal
matures, are hereby pledged for such payment, within the limit prescribed by law. Accrued interest
on the Notes shall be deposited in the Interest and Sinking Fund and used to pay interest on the
Notes.
GTOWN/COsGOsNote2009: NOTEOrdmance 12
SECTION 7. ESTABLISHMENT OF PROJECT FUND. (a) Project Fund. The Project
Fund is hereby created and shall be established and maintained by the City at an official depository
bank of the City. Proceeds from the sale of the Notes, including any premium but, excluding accrued
interest, shall be deposited into the Project Fund.
(b) Investment of Funds. The City hereby covenants that the proceeds of the sale of the
Notes will be used as soon as practicable for the purposes for which the Notes are issued.
Obligations purchased as an investment of money in any fund shall be deemed to be a part of such
fund. Any money in any fund created by this Ordinance may be invested as permitted by the Public
Funds Investment Act, as amended.
(c) Security for Funds. All funds created by this Ordinance shall be secured in the manner
and to the fullest extent required by law for the security of funds of the City.
(d) Maintenance of Funds. Any funds created pursuant to this Ordinance may be created
as separate funds or accounts or as subaccounts of the City's General Fund held by the City's
depository, and, as such, not held in separate bank accounts, such treatment shall not constitute a
commingling of the monies in such funds or of such funds and the City shall keep full and complete
records indicating the monies and investments credited to each such fund.
(e) Interest Earnings. Interest earnings derived from the investment of proceeds from the
sale of the Notes shall be used along with the Note proceeds for the purpose for which the Notes are
issued as set forth in Section 1 hereof or to pay principal or interest payments on the Notes; provided
that after completion of such purpose, if any of such interest earnings remain on hand, such interest
earnings shall be deposited in the Interest and Sinking Fund. It is further provided, however, that any
interest earnings on bond proceeds which are required to be rebated to the United States of America
pursuant to Section 11 hereof in order to prevent the Notes from being arbitrage bonds shall be so
rebated and not considered as interest earnings for the purposes of this Section.
(f) Perfection. Chapter 1208, Texas Government Code, applies to the issuance of the
Notes and the pledge of the ad valorem taxes granted by the City under this Section, and is therefore
valid, effective, and perfected. If Texas law is amended at any time while the Notes are outstanding
and unpaid such that the pledge of the ad valorem taxes granted by the City under this Section is to
be subject to the filing requirements of Chapter 9, Business & Commerce Code, then in order to
preserve to the Owners of the Notes the perfection of the security interest in said pledge, the City
agrees to take such measures as it determines are reasonable and necessary under Texas law to
comply with the applicable provisions of Chapter 9, Business & Commerce Code and enable a filing
to perfect the security interest in said pledge to occur.
SECTION 8. DEFEASANCE OF NOTES. (a) Any Note and the interest thereon shall be
deemed to be paid, retired and no longer outstanding (a "Defeased Note") within the meaning of this
Ordinance, except to the extent provided in subsections (c) and (e) of this Section, when payment of
the principal of such Note, plus interest thereon to the due date or dates (whether such due date or
dates be by reason of maturity, upon redemption, or otherwise) either (i) shall have been made or
caused to be made in accordance with the terms thereof (including the giving of any required notice
GT0(WN/C0sG0sNote2009: NOTEadinance 13
of redemption) or (ii) shall have been provided for on or before such due date by irrevocably
depositing with or making available to the Paying Agent/Registrar or an eligible trust company or
commercial bank for such payment (1) lawful money of the United States of America sufficient to
make such payment, (2) Defeasance Securities, certified by an independent public accounting firm
of national reputation to mature as to principal and interest in such amounts and at such times as will
ensure the availability, without reinvestment, of sufficient money to provide for such payment and
when proper arrangements have been made by the City with the Paying Agent/Registrar or an eligible
trust company or commercial bank for the payment of its services until all Defeased Notes shall have
become due and payable or (3) any combination of (1) and (2). At such time as a Note shall be
deemed to be a Defeased Note hereunder, as aforesaid, such Note and the interest thereon shall no
longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied
as provided in this Ordinance, and such principal and interest shall be payable solely from such money
or Defeasance Securities.
(b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of a Note as
aforesaid when proper notice of redemption of such Notes shall have been given, in accordance with
this Ordinance. Any money so deposited with the Paying Agent/Registrar or an eligible trust
company or commercial bank as provided in this Section may at the discretion of the City also be
invested in Defeasance Securities, maturing in the amounts and at the times as hereinbefore set forth,
and all income from all Defeasance Securities in possession of the Paying Agent/Registrar or an
eligible trust company or commercial bank pursuant to this Section which is not required for the
payment of such Note and premium, if any, and interest thereon with respect to which such money
has been so deposited, shall be remitted to the City.
(c) Notwithstanding any provision of any other Section of this Ordinance which may be
contrary to the provisions of this Section, all money or Defeasance Securities set aside and held in
trust pursuant to the provisions of this Section for the payment of principal of the Notes and
premium, if any, and interest thereon, shall be applied to and used solely for the payment of the
particular Notes and premium, if any, and interest thereon, with respect to which such money or
Defeasance Securities have been so set aside in trust. Until all Defeased Notes shall have become due
and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such
Defeased Notes the same as if they had not been defeased, and the City shall make proper
arrangements to provide and pay for such services as required by this Ordinance.
(d) Notwithstanding anything elsewhere in this Ordinance, if money or Defeasance Securities
have been deposited or set aside with the Paying Agent/Registrar or an eligible trust company or
commercial bank pursuant to this Section for the payment of Notes and such Notes shall not have in
fact been actually paid in full, no amendment of the provisions of this Section shall be made without
the consent of the registered owner of each Note affected thereby.
(e) Notwithstanding the provisions of subsection (a) immediately above, to the extent that,
upon the defeasance of any Defeased Note to be paid at its maturity, the City retains the right under
Texas law to later call that Defeased Note for redemption in accordance with the provisions of the
ordinance authorizing its issuance, the City may call such Defeased Note for redemption upon
complying with the provisions of Texas law and upon the satisfaction of the provisions of subsection
(a) immediately above with respect to such Defeased Note as though it was being defeased at the time
GTOWN/COsGOsNote2009: NOTEOrdinmce 14
of the exercise of the option to redeem the Defeased Note and the effect of the redemption is taken
into account in determining the sufficiency of the provisions made for the payment of the Defeased
Note.
"Defeasance Securities" means (i) Federal Securities, (ii) noncallable obligations of an agency
or instrumentality of the United States of America, including obligations that are unconditionally
guaranteed or insured by the agency or instrumentality and that, on the date the City adopts or
approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the
funding of an escrow to effect the defeasance of the Notes are rated as to investment quality by a
nationally recognized investment rating firm not less than "AAA" or its equivalent, and (iii)
noncallable obligations of a state or an agency or a county, municipality, or other political subdivision
of a state that have been refunded and that, on the date the City adopts or approves proceedings
authorizing the issuance of refunding bonds or otherwise provide for the funding of an escrow to
effect the defeasance of the Notes, are rated as to investment quality by a nationally recognized
investment rating firm no less than "AAA" or its equivalent.
"Federal Securities" as used herein means direct, noncallable obligations of the United States
of America, including obligations that are unconditionally guaranteed by the United States of America
(including Interest Strips of the Resolution Funding Corporation).
SECTION 9. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED DOTES.
(a) Replacement Notes. In the event any outstanding Note is damaged, mutilated, lost, stolen or
destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new certifi-
cate of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen
or destroyed Note, in replacement for such Note in the manner hereinafter provided.
(b) Application for Replacement Notes. Application for replacement of damaged, mutilated,
lost, stolen or destroyed Notes shall be made by the Registered Owner thereof to the Paying
Agent/Registrar. In every case of loss, theft or destruction of a Note, the Registered Owner applying
for a replacement Note shall furnish to the City and to the Paying Agent/Registrar such security or
indemnity as may be required by them to save each of them harmless from any loss or damage with
respect thereto. Also, in every case of loss, theft or destruction of a Note, the Registered Owner shall
furnish to the City and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft
or destruction of such Note, as the case may be. In every case of damage or mutilation of a Note,
the Registered Owner shall surrender to the Paying Agent/Registrar for cancellation the Note so
damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the
event any such Note shall have matured, and no default has occurred which is then continuing in the
payment of the principal of, redemption premium, if any, or interest on the Note, the City may
authorize the payment of the same (without surrender thereof except in the case of a damaged or
mutilated Note) instead of issuing a replacement Note, provided security or indemnity is furnished
as above provided in this Section.
(d) Charge for Issuing Replacement Notes. Prior to the issuance of any replacement Note,
the Paying Agent/Registrar shall charge the Registered Owner of such Note with all legal, printing,
GTOWN/COsGOsNote2009: NOTEOrdinance 15
and other expenses in connection therewith. Every replacement Note issued pursuant to the
provisions of this Section by virtue of the fact that any Note is lost, stolen or destroyed shall
constitute a contractual obligation of the City whether or not the lost, stolen or destroyed Note shall
be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this
Ordinance equally and proportionately with any and all other Notes duly issued under this Ordinance.
(e) Authority for Issuing Replacement Notes. In accordance with Subchapter D of Chapter
1201, Texas Government Code, this Section 9 of this Ordinance shall constitute authority for the
issuance of any such replacement Note without necessity of further action by the governing body of
the City or any other body or person, and the duty of the replacement of such Notes is hereby
authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall
authenticate and deliver such Notes in the form and manner and with the effect, as provided in
Section 4(a) of this Ordinance for Notes issued in conversion and exchange for other Notes.
SECTION 10. CUSTODY, APPROVAL, AND REGISTRATION OF NOTES; BOND
COUNSEL'S OPINION; CUSIP NUMBERS. The Mayor ofthe City is hereby authorized to have
control ofthe Notes initially issued and delivered hereunder and all necessary records and proceedings
pertaining to the Notes pending their delivery and their investigation, examination, and approval by
the Attorney General of the State of Texas, and their registration by the Comptroller of Public
Accounts of the State of Texas. Upon registration of the Notes said Comptroller of Public Accounts
(or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's
Registration Note attached to such Notes, and the seal of said Comptroller shall be impressed, or
placed in facsimile, on such Note. The approving legal opinion of the City's Bond Counsel and the
assigned CUSIP numbers may, at the option of the City, be printed on the Notes issued and delivered
under this Ordinance, but neither shall have any legal effect, and shall be solely for the convenience
and information of the Registered Owners of the Notes.
SECTION 11. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THE NOTES. (a) Covenants. The City covenants to take any action necessary to assure, or refrain
from any action which would adversely affect, the treatment of the Notes as obligations described in
section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which
is not includable in the "gross income" of the holder for purposes of federal income taxation. In
furtherance thereof, the City covenants as follows:
(1) to take any action to assure that no more than 10 percent of the proceeds of the
Notes or the projects financed therewith (less amounts deposited to a reserve fund, if any) are
used for any "private business use," as defined in section 141(b)(6) of the Code or, if more
than 10 percent ofthe proceeds or the projects financed therewith are so used, such amounts,
whether or not received by the City, with respect to such private business use, do not, under
the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or
provide for the payment of more than 10 percent of the debt service on the Notes, in
contravention of section 141(b)(2) of the Code;
(2) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Notes or the
projects financed therewith (less amounts deposited into a reserve fund, if any) then the
GTOWN/COsGOsNote2009: NOTEOrdinance 16
amount in excess of 5 percent is used for a "private business use" which is "related" and not
"disproportionate," within the meaning of section 141(b)(3) ofthe Code, to the governmental
use,
(3) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Notes (less amounts deposited into a reserve
fund, if any) is directly or indirectly used to finance loans to persons, other than state or local
governmental units, in contravention of section 141(c) of the Code;
(4) to refrain from taking any action which would otherwise result in the Notes being
treated as "private activity bonds" within the meaning of section 141(b) of the Code,
(5) to refrain from taking any action that would result in the Notes being "federally
guaranteed" within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion of the proceeds of the Notes, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) ofthe Code) which produces a materially
higher yield over the term of the Notes, other than investment property acquired with --
(A) proceeds of the Notes invested for a reasonable temporary period of 3
years or less or, in the case of a refunding bond, for a period of 30 days or less until
such proceeds are needed for the purpose for which the Notes are issued,
(B) amounts invested in a bona fide debt service fund, within the meaning of
section 1.148-1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Notes;
(7) to otherwise restrict the use of the proceeds of the Notes or amounts treated as
proceeds of the Notes, as may be necessary, so that the Notes do not otherwise contravene
the requirements of section 148 of the Code (relating to arbitrage) and, to the extent
applicable, section 149(d) of the Code (relating to advance refundings),-
(8)
efundings);
(8) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Notes) an amount that is at least equal to 90 percent
of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the
United States of America, not later than 60 days after the Notes have been paid in full, 100
percent of the amount then required to be paid as a result of Excess Earnings under section
148(f) of the Code; and
(9) to assure that the proceeds of the Notes will be used solely for new money
projects.
GTOWN/COsGOsNote2009: NOTEOrdinance 17
(b) Rebate Fund. In order to facilitate compliance with the above covenant (8), a "Rebate
Fund" is hereby established by the City for the sole benefit of the United States of America, and such
fund shall not be subject to the claim of any other person, including without limitation the
bondholders. The Rebate Fund is established for the additional purpose of compliance with section
148 of the Code.
(c) Proceeds. The City understands that the term "proceeds" includes "disposition proceeds"
as defined in the Treasury Regulations and, in the case of refunding Notes, transferred proceeds (if
any) and proceeds of the refunded Notes expended prior to the date of issuance of the Notes. It is
the understanding of the City that the covenants contained herein are intended to assure compliance
with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury
pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or
expand provisions of the Code, as applicable to the Notes, the City will not be required to comply
with any covenant contained herein to the extent that such failure to comply, in the opinion of
nationally recognized bond counsel, will not adversely affect the exemption from federal income
taxation of interest on the Notes under section 103 of the Code. In the event that regulations or
rulings are hereafter promulgated which impose additional requirements which are applicable to the
Notes, the City agrees to comply with the additional requirements to the extent necessary, in the
opinion of nationally recognized bond counsel, to preserve the exemption from federal income
taxation of interest on the Notes under section 103 of the Code. In furtherance of such intention, the
City hereby authorizes and directs the Mayor to execute any documents, Notes or reports required
by the Code and to make such elections, on behalf of the City, which may be permitted by the Code
as are consistent with the purpose for the issuance of the Notes.
(d) Allocation Of, and Limitation On, Expenditures for the Project. The City covenants to
account for the expenditure of sale proceeds and investment earnings to be used for the purposes
described in Section I of this Ordinance (the "Project") on its books and records in accordance with
the requirements of the Internal Revenue Code. The City recognizes that in order for the proceeds
to be considered used for the reimbursement of costs, the proceeds must be allocated to expenditures
within 18 months of the later of the date that (1) the expenditure is made, or (2) the Project is
completed; but in no event later than three years after the date on which the original expenditure is
paid. The foregoing notwithstanding, the City recognizes that in order for proceeds to be expended
under the Internal Revenue Code, the sale proceeds or investment earnings must be expended no
more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Notes, or (2) the
date the Notes are retired. The City agrees to obtain the advice of nationally -recognized bond counsel
if such expenditure fails to comply with the foregoing to assure that such expenditure will not
adversely affect the tax-exempt status of the Notes. For purposes hereof, the City shall not be
obligated to comply with this covenant if it obtains an opinion that such failure to comply will not
adversely affect the excludability for federal income tax purposes from gross income of the interest.
(e) Disposition of Project. The City covenants that the property constituting the Project will
not be sold or otherwise disposed in a transaction resulting in the receipt by the City of cash or other
compensation, unless the City obtains an opinion ofnationally-recognized bond counsel that such sale
or other disposition will not adversely affect the tax-exempt status of the Notes. For purposes of the
foregoing, the portion of the property comprising personal property and disposed in the ordinary
course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For
GT0WN/C0sG0sNote2009: NOTEOrdinmee 18
purposes hereof, the City shall not be obligated to comply with this covenant if it obtains an opinion
that such failure to comply will not adversely affect the excludability for federal income tax purposes
from gross income of the interest.
(f) Designation as Qualified Tax -Exempt Obligations. The City hereby designates the Notes
as "qualified tax-exempt bonds" as defined in section 265(b)(3) of the Code. In furtherance of such
designation, the City represents, covenants and warrants the following: (a) that during the calendar
year in which the Notes are issued, the City (including any subordinate entities) has not designated
nor will designate bonds, which when aggregated with the Notes, will result in more than
$103000,000 ($30,000,000 for taxable years beginning after December 31, 2008 and ending prior to
January 1, 2011) of "qualified tax-exempt bonds" being issued; (b) that the City reasonably anticipates
that the amount of tax-exempt obligations issued, during the calendar year in which the Notes are
issued, by the City (or any subordinate entities) will not exceed $10,000,000 ($30,000,000 for taxable
years beginning after December 31, 2008 and ending prior to January 1, 2011); and (c) that the City
will take such action or refrain from such action as necessary, and as more particularly set forth in this
Section, in order that the Bonds will not be considered "private activity bonds" within the meaning
of section 141 of the Code.
SECTION 12. SALE OF NOTES. The Notes are hereby sold and shall be delivered to
Southwest Securities, Inc., (the "Initial Purchaser" or "Underwriter") in accordance with the terms
and provisions of a Purchase Agreement in substantially the form attached hereto as Exhibit "A"
which the Mayor of the City is hereby authorized to execute and deliver and which the City Secretary
of the City is hereby authorized to attest. The City will initially deliver to the Underwriter the Notes
authorized under this Ordinance. The Notes shall initially be registered in the name of Southwest
Securities, Inc.
SECTION 13. REMEDIIES IN EVENT OF DEFAULT, In addition to all the rights and
remedies provided by the laws of the State of Texas, it is specifically covenanted and agreed
particularly that in the event the City (i) defaults in the payment of the principal, premium, if any, or
interest on the Notes, (ii) declares bankruptcy, or (iii) defaults in the observance or performance of
any other of the covenant, agreement or obligation of the City, the failure to perform which materially
adversely affects the rights of the owners, including but no limited to, their prospect or ability to be
repaid in accordance with this Section and the continuation thereof for a period of 60 days after
notice of such default is given by any owner to the City, the following remedies shall be available:
(a) Any owner or an authorized representative thereof, including but not limited to, a trustee
or trustees therefor, may proceed against the City for the purpose of protecting and enforcing the
rights to the owners under this Ordinance, by mandamus or other suit, action or special proceeding
in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including
the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act
or thing that may be unlawful or in violation of any right of the owners hereunder or any combination
of such remedies.
(b) It is provided that all such proceedings shall be instituted and maintained for the equal
benefit of all owners of the Notes then outstanding.
GTOWN/COsGOsNote2009: NOTEOrdinance 19
(c) The bond insurer, if any, shall be deemed to be the sole holder of the Notes for the
purpose of exercising any voting right or privilege or giving any consent or direction or taking any
other action that the owners of the Notes are entitled to take under this Section.
(d) No remedy herein conferred or reserved is intended to be exclusive of any other available
remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to
every other remedy given hereunder or under the Notes or now or hereafter existing at law or in
equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to
accelerate the debt evidenced by the Notes shall not be available as a remedy under this Ordinance.
The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other
available remedy.
Section 14. INTEREST EARNINGS ON NOTE PROCEEDS. Interest earnings derived
from the investment of proceeds from the sale of the Notes shall be used along with other Note
proceeds for the purpose for which the Notes are issued set forth in Section 1 hereof, provided that
after completion of such purpose, if any of such interest earnings remain on hand, such interest
earnings shall be deposited in the Interest and Sinking Fund. It is further provided, however, that any
interest earnings on Note proceeds which are required to be rebated to the United States of America
pursuant to Section 11 hereof in order to prevent the Notes from being arbitrage bonds shall be so
rebated and not considered as interest earnings for the purposes of this section.
SECTI®N 15. APPROVAL OF OFFICIAL STATEMENT. The City hereby approves the
form and content of the Official Statement relating to the Notes and any addenda, supplement or
amendment thereto, and approves the distribution of such Official Statement in the reoffering of the
Notes by the Initial Purchaser in final form, with such changes therein or additions thereto as the
officer executing the same may deem advisable, such determination to be conclusively evidenced by
his execution thereof. The distribution and use of the Preliminary Official Statement dated April 2,
2009 prior to the date hereof is confirmed, approved and ratified. The City Council hereby finds and
determines that the Preliminary Official Statement is "deemed final" (as that term is defined in 17 CFR
Section 240.15c(2)-12) as of its date.
SECTION 16. APPROVAL OF PAVING AGENT/REGISTRAR. AGREEMENT.
Attached hereto as Exhibit "B" is a substantially final form of Paying Agent/Registrar Agreement.
The Mayor is hereby authorized to amend, complete or modify such agreement as necessary and are
further authorized to execute such agreement and the City Secretary is hereby authorized to attest
such agreement.
SECTION 17, CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports.
The City shall provide annually to each NRMSIR and any SID, within six months after the end of any
fiscal year, financial information and operating data with respect to the City of the general type
included in the final Official Statement authorized by Section 15 of this Ordinance, being the
information described in Exhibit "C" hereto. Any financial statements to be so provided shall be (1)
prepared in accordance with the accounting principles described in Exhibit "C" hereto, or such other
accounting principles as the City may be required to employ from time to time pursuant to state law
or regulation, and (2) audited, if the City commissions an audit of such statements and the audit is
completed within the period during which they must be provided. If the audit of such financial
GTOWN/COsGOsNote2009: NOTEOrdinance 20
statements is not complete within such period, then the City shall provide unaudited financial
statements by the required time for the applicable fiscal year to each NRMSIR and any SID, and will
provide audited financial statements when and if the audit report on such statements become
available.
If the City changes its fiscal year, it will notify each NRMSIR and any SID of the change (and
of the date of the new fiscal year end) prior to the next date by which the City otherwise would be
required to provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may be
set forth in full in one or more documents or may be included by specific reference to any document
(including an official statement or other offering document, if it is available from the MSRB) that
theretofore has been provided to each NRMSIR and any SID or filed with the SEC.
(b) Material Event Notices. The City shall notify any SID and either each NRMSIR or
the MSRB, in a timely manner, of any of the following events with respect to the Notes, if such event
is material within the meaning of the federal securities laws:
A. Principal and interest payment delinquencies;
B. Non-payment related defaults;
C. Unscheduled draws on debt service reserves reflecting financial difficulties;
D. Unscheduled draws on credit enhancements reflecting financial difficulties;
E. Substitution of credit or liquidity providers, or their failure to perform;
F. Adverse tax opinions or events affecting the tax-exempt status of the Notes;
G. Modifications to rights of holders of the Notes;
H. Note calls;
I. Defeasances;
J. Release, substitution, or sale of property securing repayment oftheNotes; and
K. Rating changes.
The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of
any failure by the City to provide financial information or operating data in accordance with
Section 17(a) of this Ordinance by the time required by such Section.
(c) Limitations Disclaimers and Amendments. The City shall be obligated to observe
and perform the covenants specified in this Section for so long as, but only for so long as, the City
GT0kRN/C0sG0sNote2004: NOTEOrdinance 21
remains an if person" with respect to the Notes within the meaning of the Rule, except that
the City in any event will give notice of any deposit made in accordance with Section 8 that causes
the Notes no longer to be outstanding.
The provisions of this Section are for the sole benefit of the holders and beneficial owners of
the Notes, 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 Notes at any future date.
No default by the City in observing or performing its obligations under this Section shall
comprise a breach of or default under the 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
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 Notes in the primary
offering of the Notes in compliance with the Rule, taking into account any amendments or
interpretations of the Rule since such offering as well as such changed circumstances and (2) either
(a) the holders of a majority in aggregate principal amount (or any greater amount required by any
other provision of this Ordinance that authorizes such an amendment) of the outstanding Notes
consents to such amendment or (b) a person that is unaffiliated with the City (such as nationally
recognized bond counsel) determines that such amendment will not materially impair the interest of
the holders and beneficial owners of the Notes. If the City so amends the provisions of this Section,
it shall include with any amended financial information or operating data next provided in accordance
with Section 17(a) an explanation, in narrative form, of the reason for the amendment and of the
impact of any change in the type of financial information or operating data so provided. The City may
also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or
repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such
GT0WN/C0sG0sNote2004: NOTEOrdinance 22
provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence
would not prevent an underwriter from lawfully purchasing or selling Notes in the primary offering
of the Notes.
(d) Definitions. As used in this Section, the following terms have the meanings ascribed
to such terms below:
"MSR&" means the Municipal Securities Rulemaking Board.
"NRMSIR" means each person whom the SEC or its staff has determined to be a
nationally recognized municipal securities information repository within the meaning ofthe Rule from
time to time.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized
department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state
information depository within the meaning of the Rule from time to time.
SECTION 18. AMENDMENT OF ORDINANCE. The City hereby reserves the right to
amend this Ordinance subject to the following terms and conditions, to-wit.-
(a)
o-wit:
(a) The City may from time to time, without the consent of any holder, except as
otherwise required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure
any ambiguity, defect or omission in this Ordinance that does not materially adversely affect the
interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add
events of default as shall not be inconsistent with the provisions of this Ordinance and that shall not
materially adversely affect the interests of the holders, (iv) qualify this Ordinance under the Trust
Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time
in effect, or (v) make such other provisions in regard to matters or questions arising under this
Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall not in the
opinion of the City's Bond Counsel materially adversely affect the interests of the holders.
(b) Except as provided in paragraph (a) above, the holders of Notes aggregating in
principal amount 51% of the aggregate principal amount of then outstanding Notes that are the
subject of a proposed amendment shall have the right from time to time to approve any amendment
hereto that may be deemed necessary or desirable by the City; provided, however, that without the
consent of 100% of the holders in aggregate principal amount of the then outstanding Notes, nothing
herein contained shall permit or be construed to permit amendment of the terms and conditions ofthis
Ordinance or in any of the Notes so as to:
(1) Make any change in the maturity of any of the outstanding Notes;
(2) Reduce the rate of interest borne by any of the outstanding Notes;
GTOWN/COsGOsNote2009: NOTEOrdinmce 23
(3) Reduce the amount of the principal of, or redemption premium, if any, payable
on any outstanding Notes;
(4) Modify the terms of payment of principal or of interest or redemption
premium on outstanding Notes or any of them or impose any condition with respect
to such payment; or
(5) Change the minimum percentage of the principal amount of any series of
Notes necessary for consent to such amendment.
(c) If at any time the City shall desire to amend this Ordinance under this Section, the City
shall send by U.S. mail to each registered owner of the affected Notes a copy of the proposed
amendment and cause notice of the proposed amendment to be published at least once in a financial
publication published in The City of New York, New York or in the State of Texas. Such published
notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof
is on file at the office of the City for inspection by all holders of such Notes.
(d) Whenever at any time within one year from the date of publication of such notice the
City shall receive an instrument or instruments executed by the holders of at least 51% in aggregate
principal amount of all of the Notes then outstanding that are required for the amendment, which
instrument or instruments shall refer to the proposed amendment and that shall specifically consent
to and approve such amendment, the City may adopt the amendment in substantially the same form.
(e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be modified and amended in accordance with such
amendatory Ordinance, and the respective rights, duties, and obligations of the City and all holders
of such affected Notes shall thereafter be determined, exercised, and enforced, subject in all respects
to such amendment.
(f) Any consent given by the holder of a Note pursuant to the provisions of this Section
shall be irrevocable for a period of six months from the date of the publication of the notice provided
for in this Section, and shall be conclusive and binding upon all future holders of the same Note
during such period. Such consent may be revoked at any time after six months from the date of the
publication of said notice by the holder who gave such consent, or by a successor in title, by filing
notice with the City, but such revocation shall not be effective if the holders of 51% in aggregate
principal amount of the affected Notes then outstanding, have, prior to the attempted revocation,
consented to and approved the amendment.
for the payment of principal of or interest on any Notes or for any claim based thereon or on this
Ordinance against any official of the City or any person executing any Notes.
SECTION 20. )FURTHER ACTIONS. The officers and employees of the City are hereby
authorized, empowered and directed from time to time and at any time to do and perform all such
acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and
on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or
desirable in order to carry out the terms and provisions of this Ordinance, the Notes, the initial sale
GTOWN/COsGOsNotc2009: NOTEOrdinmcc 24
and delivery of the Notes, the Paying Agent/Registrar Agreement, any insurance commitment letter
or insurance policy and the Official Statement. In addition, prior to the initial delivery of the Notes,
the Mayor, the City Manager and Bond Counsel are hereby authorized and directed to approve any
technical changes or corrections to this Ordinance or to any of the instruments authorized and
approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or
more completely document the transactions contemplated and approved by this Ordinance and as
described in the Official Statement, (ii) obtain a rating from any of the national bond rating agencies
or satisfy requirements of any bond insurer, or (iii) obtain the approval of the Notes by the Texas
Attorney General's office.
In case any officer of the City whose signature shall appear on any Note shall cease to be such
officer before the delivery of such Note, 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 21. INTERPRETATIONS. All terms defined herein and all pronouns used in this
Ordinance shall be deemed to apply equally to singular and plural and to all genders. The titles and
headings of the articles and sections of this Ordinance and the Table of Contents of this Ordinance
have been inserted for convenience of reference only and are not to be considered a part hereof and
shall not in any way modify or restrict any of the terms or provisions hereof. This Ordinance and all
the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein
and to sustain the validity of the Notes and the validity of the lien on and pledge of the Pledged
Revenues to secure the payment of the Notes.
SECTION 22. INTERESTED PARTIES. Nothing in this Ordinance expressed or implied
is intended or shall be construed to confer upon, or to give to, any person or entity, other than the
City and the registered owners of the Notes, any right, remedy or claim under or by reason of this
Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises
and agreements in this Ordinance contained by and on behalf of the City shall be for the sole and
exclusive benefit of the City and the registered owners of the Notes.
SECTION 23, INCORPORATION OF RECITALS. The City hereby finds that the
statements set forth in the recitals of this Ordinance are true and correct, and the City hereby
incorporates such recitals as a part of this Ordinance.
SECTION 24, INCONSISTENT PROVISIONS. All orders, ordinances or resolutions, or
parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
SECTION 25. SEVERABILITY. If any provision of this Ordinance or the application
thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the
application thereof to other circumstances shall nevertheless be valid, and this governing body hereby
declares that this Ordinance would have been enacted without such invalid provision.
SECTION 26. REPEALER. All orders, ordinances and resolutions, or parts thereof,
inconsistent herewith are hereby repealed to the extent of such inconsistency.
GTOWN/COsGOsNote2009: NOTEOrdinance 25
IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and
approved on the first and final reading on the 28' day of April, 2009.
fl lam: �lT�l Y 11`Z!]�l�ial�i]iiij�A
By: George Garver, Mayor
City of Georgetown, Texas
ATTEST,
Jessica Hamilton
City Secretary
Patricia T. Carls
City Attorney
GTOWN/COsGOsNote2009: NOTEO:dinance OrdinanceSigPage
GTOWN/COsGOsNote2009: NOTEOrdinanee A-1
GTOWN/COsGOsNote2009: NOTEOrdinmce B-1
jj:rAj &I
NJ "i
The following information is referred to in Section 17 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) Appendix B - Excerpts from Annual Financial Report;
(2) Table 1 - Valuation, Exemptions and General Obligation Debt;
(3) Table 2 - Taxable Assessed Valuations by Category;
(4) Table 3 - Valuation and General Obligation Debt History;
(5) Table 4 - Tax Rate, Levy and Collection History;
(6) Table 5 - Ten Largest Taxpayers;
(7) Table 8 - Pro -Forma General Obligation Debt Service Requirements;
(8) Table 10 - Authorized But Unissued General Obligation Bonds;
(9) Table 11 - General Fund Revenues and Expenditure History; and
(10) Table 12 - Current Investments.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described
in the notes to the financial statements referred to in paragraph 1 above.
GTOWN/COsGOsNote20Q9: NOTEOrrlinance t.-1
IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and
approved on the first and final reading on the 28 h day of April, 2009.
ATTEST.
'A
i Hamilton
ecretary
Cis
Patricia T. Carls
City Attorney
By. forge Garver, Mayor
City of Georgetown, Texas
GT0WNMC0sG0sNote2009: NOTEordinmee OrdinanceSigPage
CERTIFICATE FOR ORDINANCE .. a .
THE STATE OF TEXAS Is
COUNTY OF WILLIAMSON §
CITY OF GEORGETOWN
We, the undersigned officers of the City of Georgetown, Texas, (the "City") hereby certify as
follows:
1. The City Council of the City convened in REGULAR MEETING ON THE 28TH DAY OF
APRIL, 2009, at the designated meeting place (the "Meeting"), and the roll was called of the duly
constituted officers and members of the Board_ to wit:
George Garver, Mayor
Gabe Sansing, Mayor Pro Tem, Councilmember District 2
Patty Eason, Councilmember District 1
Keith Brainard, Councilmember District 3
Bill Sattler, Councilmember District 4
Pat Berryman, Councilmember District 5
Dale Ross, Councilmember District 6
Ben Oliver, Councilmember District 7
and all of said persons were present, except the following absentees:
, thus
constituting a quorum.
Whereupon, among other
business, the following was transacted at the
Meeting:
a written
was duly introduced for the consideration of the City. It was then duly moved and seconded that the
Ordinance be passed; and, after due discussion, the motion, carrying with it the passage of the Ordinance,
prevailed and carried by the following vote:
AYES: NOES:
2. A true, full and correct copy of the aforesaid Ordinance passed at the Meeting described in the
above and foregoing paragraph is attached to and follows this Certificate; that the Ordinance has been duly
recorded in the City's minutes of the Meeting; that the above and foregoing paragraph is a true, full and
correct excerpt from the City's minutes of the Meeting pertaining to the passage of the Ordinance; that the
persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and
members of the City Council as indicated therein; that each of the officers and members of the City Council
was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of
the aforesaid Meeting, and that the Ordinance would be introduced and considered for passage at the
Meeting, and each of the officers and members consented, in advance, to the holding of the Meeting for
such purpose; that the Meeting was open to the public and public notice of the time, place and purpose of
the Meeting was given, all as required by Chapter 551, Government Code, as amended.
GT0WN\UWSysRev&Refg2009: NOTE Ordina ceCert
SIGNED AND SEALED this
(SEAL)
GTOWN\UWSysRev&Refg2009: NOTE Ordi=ceCert 2