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HomeMy WebLinkAboutORD 2011-17 - CO Bond IssueCERTIFICATE FOR ORDINANCE NO.( -2Q j k')1 THE STATE OF TEXAS COUNTY OF WILLIAMSON CITY OF GEORGETOWN We, the undersigned officers and members of the City of Georgetown, Texas (the "City "), hereby certify as follows: 1. The City Council of the City convened in a REGULAR MEETING ON THE 10th DAY OF MAY, 2011, at Council Chambers, 101 E. 7th Street, Georgetown, Texas (the "Meeting "), and the roll was called of the duly constituted officers and members of the City, to -wit: George Garver, Mayor Bill Sattler, Councilmember District 4 Patty Eason, Councilmember District 1 Gabe Sansing, Councilmember District 2 Danny Meigs, Councilmember District 3 Pat Berryman, Councilmember District 5 Dale Ross, Councilmember District 6 Tommy Gonzalez, Councilmember District 7 and all of the persons were present, except the following absentees: VA , thus constituting a quorum. Whereupon, among other business, the following was transacted at the Meeting: a written ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2011; AUTHORIZING THE LEVY OF AN AD VALOREM TAX AND THE PLEDGE OF CERTAIN REVENUES IN SUPPORT OF THE CERTIFICATES; APPROVING AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT AND OTHER AGREEMENTS RELATED TO THE SALE AND ISSUANCE OF THE CERTIFICATES; AND AUTHORIZING OTHER MATTERS RELATED TO THE ISSUANCE OF THE CERTIFICATES was duly introduced for the consideration of the City Council. It was then duly moved and seconded that the Ordinance be passed on first reading; and, after due discussion, said motion carrying with it the passage of the Ordinance, prevailed and carried by the following vote: AYES: 1 NOES: GtownCO201 1 \CO OrdinanceCert 2. A true, full and correct copy of the Ordinance passed at the Meeting described in the above and foregoing paragraphs is attached to and follows this Certificate; that the Ordinance has been duly recorded in the City Council's minutes of the Meeting; that the above and foregoing paragraphs are a true, full and correct excerpt from the City Council's minutes of the Meeting pertaining to the passage of the Ordinance; that the persons named in the above and foregoing paragraphs 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 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 Meetings for such purpose, and 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, Texas Government Code. 3. The Mayor of the City has approved and hereby approves the Ordinance; that the Mayor and the City Secretary of the City have duly signed the Ordinance; and that the Mayor and the City Secretary of the City hereby declare that their signing of this Certificate shall constitute the signing of the attached and following copy of the Ordinance for all purposes. GtownCO2011 \CO OcdinanceCert SIGNED AND SEALED the 10th day of May, 2011. [CITY SEAL] GtownCO20I1 \CO OrdinanceCert O' 'NANCENO. (9©10°11 INANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2011; AUTHORIZING THE LEVY OF AN AD VALOREM TAX AND THE PLEDGE OF CERTAIN REVENUES IN SUPPORT OF THE CERTIFICATES; APPROVING AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT AND OTHER AGREEMENTS RELATED TO THE SALE AND ISSUANCE OF THE CERTIFICATES; AND AUTHORIZING OTHER MATTERS RELATED TO THE ISSUANCE OF THE CERTIFICATES Adopted May 10, 2011 0'. I INANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2011; AUTHORIZING THE LEVY OF AN AD VALOREM TAX AND THE PLEDGE OF CERTAIN REVENUES IN SUPPORT OF THE CERTIFICATES; APPROVING AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT, AND OTHER AGREEMENTS RELATED TO THE SALE AND ISSUANCE OF THE CERTIFICATES; AND AUTHORIZING OTHER MATTERS RELATED TO THE ISSUANCE OF THE CERTIFICATES TABLE OF CONTENTS Page Recitals 1 Section 1. RECITALS AND PURPOSE OF THE CERTIFICATES 2 Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND MATURITIES OF CERTIFICATES 2 Section 3. INTEREST 3 Section 4. CHARACTERISTICS OF THE CERTIFICATES 4 (a) Registration, Transfer, Conversion and Exchange; Authentication 4 (b) Payment of Certificates and Interest 4 (c) In General (d) Substitute Paying Agent/Registrar 5 (e) Book-Entry-Only System 6 (f) Successor Securities Depository; Transfer Outside Book-Entry-Only System 7 (g) Payments to Cede & Co. 7 (h) Initial Certificate 7 Section 5. FORM OF CERTIFICATE 7 Section 6. INTEREST AND SINKING FUND 16 Section 7. REVENUES 4-716 Section 8. DEFEASANCE OF CERTIFICATES 17 Section 9. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATES -1-918 (a) Replacement Certificates 4-918 (b) Application for Replacement Certificates (c) No Default Occurred 19 (d) Charge for Issuing Replacement Certificates 2-019 (e) Authority for Issuing Replacement Certificates 2019 Section 10. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED 24419 Section 11. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE CERTIFICATES 20 (a) Covenants 20 (b) Rebate Fund 2-221 (c) Proceeds 2221 (d) Allocation Of, and Limitation On, Expenditures for the Project 22 (e) Disposition of Project 2322 (f) Designation as Qualified Tax-Exempt Obligations 2422 Section 12. SALE OF CERTIFICATES 23 Section 13. DEFAULT AND REMEDIES 23 Section 14. INTEREST EARNINGS ON CERTIFICATE PROCEEDS 24 Section 15. APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT LETTER OF REPRESENTATIONS AND OFFICIAL STATEMENT 2424 Section 16. CONTINUING DISCLOSURE UNDERTAKING (a) Annual Reports 2424 (b) Material Event Notices 2,625 (c) Limitations, Disclaimers, and Amendments 2-7-26 (d) Definitions 28-27 Section 17. ADDITIONAL BOND INSURANCE PROVISIONS 28 Section 18. NO RECOURSE AGAINST CITY OFFICIALS 28 Section 19. FURTHER ACTIONS 28 Section 20. INTERPRETATIONS 3--Q28 Section 21. INCONSISTENT PROVISIONS a928 Section 22. INTERESTED PARTIES Section 23. INCORPORATION OF RECITALS 29 Section 24. SEVERABILITY 29 Section 25. REPEALER 29 Section 26. EFFECTIVE DATE 29 Section 27. PERFECTION "029 Section 28. PAYMENT OF ATTORNEY GENERAL FEE 3-029 Exhibit A Exhibit B Paying Agent/Registrar Agreement Description of Annual Financial Information Ordinance No. O'; ! INANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2011; AUTHORIZING THE LEVY OF AN AD VALOREM TAX AND THE PLEDGE OF CERTAIN REVENUES IN SUPPORT OF THE CERTIFICATES; APPROVING AN OFFICIAL STATEMENT, A PAYING AGENT /REGISTRAR AGREEMENT AND OTHER AGREEMENTS RELATED TO THE SALE AND ISSUANCE OF THE CERTIFICATES; AND AUTHORIZING OTHER MATTERS RELATED TO THE ISSUANCE OF THE CERTIFICATES THE STATE OF TEXAS COUNTY OF WILLIAMSON CITY OF GEORGETOWN WHEREAS, the City Council of the City of Georgetown, Texas (the "City ") deems it advisable to issue certificates of obligation in the amount of $9,720,000 (the "Certificates ") and finds that the payment in whole or in part of contractual obligations is incurred or to be incurred for: (1) constructing, improving, expanding, upgrading and equipping City fire stations including acquisition of necessary sites, public safety training facilities and fire trucks; (2) constructing, improving, extending, expanding, upgrading and developing City streets, bridges, sidewalks, intersections and related traffic improvements including purchasing any necessary rights -of -way and equipment including Williams Drive; (3) acquisition of public safety equipment, including security systems and vehicles; (4) constructing, improving, expanding, renovating and equipping the City -owned facility Madella Hillard; and (5) professional services including fiscal, engineering, architectural and legal fees and other such costs incurred in connection therewith including the costs of issuing the Certificates; and- WHEREAS, the Certificates hereinafter authorized and designated are to be issued and delivered for cash pursuant to Subchapter C of Chapter 271, Local Government Code, as amended, and Section 1502.052, Texas Government Code, as amended; and WHEREAS, on March 8, 2011, the City Council passed a resolution authorizing and directing the City Secretary to give notice of intention to issue Certificates; and WHEREAS, the notice was published on March 30, 2011 and April 6, 2011 in the Williamson County Sun, a newspaper of general circulation in the City and a "newspaper" as defined in Section 2051.044, Government Code; and WHEREAS, the City has not received a petition from the qualified electors of the City protesting the issuance of the Certificates; and WHEREAS, it is hereby officially found and determined that the meeting at which this Ordinance was passed was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code; and WHEREAS, it is considered to be in the best interest of the City that the interest bearing Certificates be issued. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS: Section 1. RECITALS AND PURPOSE OF THE CERTIFICATES. (a) 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 certificates of the City of Georgetown, Texas (the "City ") are hereby authorized to be issued and delivered in the aggregate principal amount of $9,720,000 (the "Certificates "), the payment in whole or in part of contractual obligations incurred or to be incurred for: (1) constructing, improving, expanding, upgrading and equipping City fire stations including acquisition of necessary sites, public safety training facilities and fire trucks; (2) constructing, improving, extending, expanding, upgrading and developing City streets, bridges, sidewalks, intersections and related traffic improvements including purchasing any necessary rights -of -way and equipment including Williams Drive; (3) acquisition of public safety equipment, including security systems and vehicles; (4) constructing, improving, expanding, renovating and equipping the City -owned facility Madella Hillard; and (5) professional services including fiscal, engineering, architectural and legal fees and other such costs incurred in connection therewith including the costs of issuing the Certificates. (b) Vision Statement. The City Council hereby finds that the enactment of this Ordinance and issuance of the Certificates complies with the Vision Statement of the City. Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND MATURITIES OF CERTIFICATES. Each Certificate issued pursuant to this Ordinance shall be designated: "CITY OF GEORGETOWN, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2011 ", and initially there shall be issued, sold, and delivered hereunder fully registered certificates, without interest coupons, dated May 1, 2011, in the respective denominations and principal amounts hereinafter stated, numbered consecutively from R -1 upward (except the initial Certificate delivered to the Attorney General of the State of Texas which shall be numbered T -1), payable to the respective initial registered owners thereof (as designated in Section 12 hereof), or to the registered assignee or assignees of said certificates or any portion or portions thereof (in each case, the "Registered Owner "), and said certificates shall mature and be payable serially on August 15 in each of the years and in the principal amounts, respectively, as set forth in the following schedule: GtownCO20I1 \CO Ordinance 2 YEAR — AMOUNT 2012 $ 320,000 2013 495,000 2014 505,000 2015 525,000 2016 540,000 2017 425,000 2018 435,000 2019 415,000 2020 435,000 2021 450,000 YEAR - AMOUNT 2022 $ 420,000 2023 440,000 2024 460,000 2025 480,000 2026 505,000 2027 525,000 2028 545,000 2029 570,000 2030 2031 4-301,230,000 The term "Certificates" as used in this Ordinance shall mean and include collectively the Certificates initially issued and delivered pursuant to this Ordinance and all substitute Certificates exchanged therefor, as well as all other substitute certificates and replacement Certificates issued pursuant hereto, and the term "Certificate" shall mean any of the Certificates. Section 3. INTEREST. The Certificates scheduled to mature during the years, respectively, set forth below shall bear interest from the dates specified in the FORM OF CERTIFICATE set forth in this Ordinance to their respective dates of maturity or redemption prior to maturity at the following rates per annum: YE RATE YEAR RATE 2012 2.00% 2022 3,00% 2013 2.00% 2023 3,00° 2014 2.00% 2024 3.00% 2015 2.00 %© 2025 3,25% 2016 2.00% 2026 3.25% 2017 2.00% 2027 3,50% 2018 2.25 %© 2028 3.50 ° /Q 2019 2.50% 2029 3.75% 2020 2.75% 2030 * ** 2021 3,00% 2031 4.00% Interest shall be payable in the manner provided and on the dates stated in the FORM OF CERTIFICATE set forth in this Ordinance. GtownCO2011 \CO Ordinance 3 Section 4. CHARACTERISTICS OF THE CERTIFICATES. (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., (the "Paying Agent /Registrar ") books or records for the registration of the transfer, conversion and exchange of the Certificates (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 Certificate to which payments with respect to the Certificates 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 Certificate or Certificates. Registration of assignments, transfers, conversions and exchanges of Certificates shall be made in the manner provided and with the effect stated in the FORM OF CERTIFICATE set forth in this Ordinance. Each substitute Certificate shall bear a letter and /or number to distinguish it from each other Certificate. 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 Certificate, date and manually sign said Certificate, and no such Certificate shall be deemed to be issued or outstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all paid Certificates and Certificates 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 Certificate or portion thereof, and the Paying Agent /Registrar shall provide for the printing, execution, and delivery of the substitute Certificates in the manner prescribed herein, and said Certificates 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 Certificates as aforesaid is hereby imposed upon the Paying Agent /Registrar, and, upon the execution of said Certificate, the converted and exchanged Certificate shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Certificates which initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General and registered by the Comptroller of Public Accounts. GtownCO20l I \CO Ordinance 4 (b) Payment of Certificates 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 Certificates, 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 Certificates, and of all conversions and exchanges of Certificates, and all replacements of Certificates, as provided in this Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date ") will be established by the Paying Agent /Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the 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 Certificates (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Certificates 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 Certificates, (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 Certificates 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 Certificates, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF CERTIFICATE set forth in this Ordinance. The Certificates 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 Certificate issued in conversion of and exchange for any Certificate or Certificates 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 CERTIFICATE. (d) Substitute Paying Agent /Registrar. The City covenants with the Registered Owners of the Certificates that at all times while the Certificates 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 Certificates 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 GtownCO201 I \CO Ordinance 5 books and records relating to the Certificates, 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 Certificates, by United States mail, first -class postage prepaid, which notice also shall give the address of the new Paying Agent /Registrar. By accepting the position and performing as such, each Paying Agent /Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent /Registrar. (e) Book- Entry -Only System. The Certificates issued in exchange for the Certificates initially issued as provided in Section 4(h) shall be issued in the form of a separate single fully registered Certificate for each of the maturities thereof registered in the name of Cede & Co. as nominee of DTC and except as provided in subsection (f) hereof, all of the Outstanding Certificates shall be registered in the name of Cede & Co., as nominee of DTC. With respect to 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 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 Certificates. 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 Certificates, (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 Certificates, 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 Certificates. 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 Certificate is registered in the Registration Books as the absolute owner of such Certificate for the purpose of payment of principal, premium, if any, and interest, with respect to such Certificate, for the purposes of registering transfers with respect to such Certificates, and for all other purposes of registering transfers with respect to such Certificates, and for all other purposes whatsoever. The Paying Agent /Registrar shall pay all principal of, premium, if any, and interest on the Certificates only to or upon the order 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 Certificates 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 Certificate 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 GtownCO2011 \CO Ordinance 6 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 Certificates, 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 Certificates to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Certificates and transfer one or more separate Certificates to DTC Participants having Certificates credited to their DTC accounts. In such event, the Certificates 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 Owner transferring or exchanging Certificates 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 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 Blanket Representation of the City to DTC. (h) Initial Certificate. The Certificates herein authorized shall be initially issued as fully registered certificates, being one certificate for each maturity in the denomination of the applicable principal amount and the initial Certificate shall be registered in the name of the Purchaser or the designees thereof as set forth in Section 12 hereof. 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 Purchaser. Immediately after the delivery of the initial Certificate, the Paying Agent/Registrar shall cancel the initial Certificate delivered hereunder and exchange therefor Certificates in the form of a separate single fully registered Certificate 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 Certificates shall be registered in the name of Cede & Co., as nominee of DTC. Section 5. FORM OF CERTIFICATE. The form of the Certificate, including the form of Paying Agent/Registrar's Authentication Certificate, the fouli of Assignment and the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Certificates initially issued and delivered pursuant to this Ordinance, shall be, GtownCO2011 \CO Ordinance 7 respectively, substantially as follows, with such appropriate variations, omissions or insertions as are permitted or required by this Ordinance. FORM OF CERTIFICATE NO. R- UNITED STATES OF AMERICA PRINCIPAL STATE OF TEXAS AMOUNT COUNTY OF WILLIAMSON CITY OF GEORGETOWN, TEXAS COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION, SERIES 2011 INTEREST DATE OF MATURITY RATE CERTIFICATES DATE May 1, 2011 REGISTERED OWNER: CUSIP NO. PRINCIPAL AMOUNT: DOLLARS ON THE MATURITY DATE specified above, the CITY OF GEORGETOWN, in Williamson County, 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 Certificates set forth above, on February 15, 2012, and semiannually on each August 15 and February 15 thereafter to the maturity date specified above, or the date of redemption prior to maturity, at the interest rate per annum specified above; except that if this Certificate 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 Certificate or Certificates, if any, for which this Certificate is being exchanged or converted from is due but has not been paid, then this Certificate shall bear interest from the date to which such interest has been paid in full. Notwithstanding the foregoing, during any period in which ownership of the Certificates is determined only by a book entry at a securities depository for the Certificates, any payment to the securities depository, or its nominee or registered assigns, shall GtownCO2011 \CO Ordinance 8 be made in accordance with existing arrangements between the City and the securities depository. THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Certificate shall be paid to the Registered Owner hereof upon presentation and surrender of this Certificate at maturity, or upon the date fixed for its redemption prior to maturity, at The Bank of New York Mellon Trust Company, N.A., which is the "Paying Agent /Registrar" for this Certificate at their office in Dallas, Texas (the "Designated Payment /Transfer Office "). The payment of interest on this Certificate 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 Certificate (the "Certificate 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 on the last business day of the month preceding each such date (the "Record Date ") on the registration books kept by the Paying Agent /Registrar (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 Certificate 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 Certificates is determined only by a book entry at a securities depository for the Certificates, payments made to the securities depository, or its nominee, shall be made in accordance with arrangements between the City and the securities depository. DURING ANY PERIOD in which ownership of the Certificates is determined only by a book entry at a securities depository for the Certificates, if fewer than all of the Certificates of the same maturity and bearing the same interest rate are to be redeemed, the particular Certificates of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the City and the securities depository. ANY ACCRUED INTEREST due at maturity or upon the redemption of this Certificate prior to maturity as provided herein shall be paid to the Registered Owner upon presentation and surrender of this Certificate for redemption and payment at the Designated Payment /Transfer Office of the Paying Agent /Registrar. The City covenants with the Registered Owner of this Certificate that on or before each principal payment date, interest payment date, and accrued GtownCO20l 1 \CO Ordinance 9 interest payment date for this Certificate it will make available to the Paying Agent /Registrar, from the "Interest and Sinking Fundtt created by the Certificate Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Certificates, when due. IF THE DATE for the payment of the principal of or interest on this Certificate 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 CERTIFICATE is one of a Series of Certificates dated May 1, 2011, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $9,720,000 (the ''Certificates''), the payment in whole or in part of contractual obligations incurred or to be incurred for: (1) constructing, improving, expanding, upgrading and equipping City fire stations including acquisition of necessary sites, public safety training facilities and fire trucks; (2) constructing, improving, extending, expanding, upgrading and developing City streets, bridges, sidewalks, intersections and related traffic improvements including purchasing any necessary rights -of -way and equipment including Williams Drive; (3) acquisition of public safety equipment, including security systems and vehicles; (4) constructing, improving, expanding, renovating and equipping the City -owned facility Madella Hillard; and (5) professional services including fiscal, engineering, architectural and legal fees and other such costs incurred in connection therewith including the costs of issuing the Certificates. ON AUGUST 15, s: 2020, or on any date thereafter, the Certificates of this Series maturing on and after August 15, 20222021 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 Certificates, or a portion thereof, within such maturity to be redeemed (provided that a portion of a Certificate may be redeemed only in an integral multiple of $5,000). THE CERTIFICATES maturing on August 15, 2_ _2031 (the "Term Certificates ") are subject to mandatory sinking fund redemption by lot prior to maturity in the following amounts, on the following dates and at a price of par plus accrued interest to the redemption date. GtownCO2071 \CO Ordinance Certificates Maturing August 15, 20- -203: Redemption Date Principal Amount August 15, $600,000 August 15, $630.000 10 *Final Maturity E ugus: 5, 20 20 Au .st 15, THE PRINCIPAL AMOUNT of the Term Certificates required to be redeemed pursuant to the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option of the City by the principal amount of any Term Certificates of the stated maturity which, at least 50 days prior to a mandatory redemption date, (1) shall have been acquired by the City, at a price not exceeding the principal amount of such Term Certificates plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent /Registrar at the request of the City with monies in the Interest and Sinking Fund at a price not exceeding the principal amount of the Term Bonds plus accrued interest to the date of purchase thereof, or (3) shall have been redeemed pursuant to the optional redemption provisions and not theretofore credited against a mandatory sinking fund redemption requirement. GtownCO2011 \CO Ordinance 11 NO LESS THAN 30 days prior to the date fixed for any such redemption, the City shall cause the Paying Agent /Registrar to send notice by United States mail, first -class postage prepaid to the Registered Owner of each Certificate to be redeemed at its address as it appeared on the Registration Books of the Paying Agent /Registrar at the close of business on the 45th day prior to the redemption date and to major securities depositories, national bond rating agencies and bond information services; provided, however, that the failure to send, mail or receive such notice, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Certificates. By the date fixed for any such redemption due provision shall be made with the Paying Agent /Registrar for the payment of the required redemption price for the Certificates or portions thereof which are to be so redeemed. If due provision for such payment is made, all as provided above, the Certificates or portions thereof which are to be so redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the right of the Registered Owner to receive the redemption price from the Paying Agent/Registrar out of the funds provided for such payment. If a portion of any Certificates shall be redeemed a substitute Certificates or Certificates having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the Registered Owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in the Certificate Ordinance. WITH RESPECT TO any optional redemption of the Certificates, unless certain prerequisites to such redemption required by the Certificate Ordinance have been met and moneys sufficient to pay the principal of and premium, if any, and interest on the Certificates to be redeemed shall have been received by the Paying Agent /Registrar prior to the giving of such notice of redemption, such notice shall state that said redemption may, at the option of the City, be conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Agent /Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no force and effect, the City shall not redeem such Certificates and the Paying Agent /Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Certificates have not been redeemed. DURING ANY PERIOD in which ownership of the Certificates is determined only by a book entry at a securities depository for the Certificates, if fewer than all of the Certificates of the same maturity and bearing the same interest rate are to be redeemed, the particular Certificates of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the City and the securities depository. ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered certificates, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Certificate Ordinance, this Certificate may, at the request of the Registered Owner or the assignee or assignees hereof, be assigned, transferred, converted into and GtownCO20111C0 Ordinance 12 exchanged for a like aggregate principal amount of fully registered certificates, 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 Certificate to the Paying Agent /Registrar for cancellation, all in accordance with the form and procedures set forth in the Certificate Ordinance. Among other requirements for such assignment and transfer, this Certificate must be presented and surrendered to the Paying Agent /Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Certificate or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Certificate or any such portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Certificate 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 Certificate 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 Certificate 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. The Paying Agent/Registrar shall not be required to make any such transfer, conversion, or exchange (i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date, or (ii) with respect to any Certificate or any portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date; provided, however, such limitation of transfer shall not be applicable to an exchange by the Registered Owner of the unredeemed balance of the Certificate. WHENEVER the beneficial ownership of this Certificate is determined by a book entry at a securities depository for the Certificates, the foregoing requirements of holding, delivering or transferring this Certificate 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 Certificates is changed by the City, resigns, or otherwise ceases to act as such, the City has covenanted in the Certificate 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 Certificates. IT IS HEREBY certified, recited and covenanted that this Certificate 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 Certificate have been performed, existed and been done in accordance with law; that this Certificate is a general obligation of said City, issued on the full faith and credit thereof; and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Certificate, 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 GtownCO2011 \CO Ordinance 13 payment, within the limit prescribed by law, and that this Certificate, together with other obligations of the City, is additionally secured by and payable from the surplus revenues of the City's utility System remaining after payment of all operation and maintenance expenses thereof, and all debt service, reserve and other requirements in connection with all of the City's revenue bonds or other obligations (now or hereafter outstanding), which are payable from all or part of the Net Revenues of the City's utility System, which amount shall not exceed $10,000 all as provided in the Certificate Ordinance. BY BECOMING the Registered Owner of this Certificate, the Registered Owner thereby acknowledges all of the terms and provisions of the Certificate Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Certificate Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the City, and agrees that the terms and provisions of this Certificate and the Certificate Ordinance constitute a contract between each Registered Owner hereof and the City. IN WITNESS WHEREOF, the City has caused this Certificate 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 Certificate. City Secretary Mayor (SEAL) FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING 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 Certificate has been issued under the provisions of the Certificate Ordinance described in the text of this Certificate; and that this Certificate has been issued in conversion or replacement of, or in exchange for, a certificate, certificates, or a portion of a certificate or certificates 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 GtownCO2011\CO Ordinance 14 The Bank of New York Mellon Trust Company, N.A. Paying Agent /Registrar By Authorized Representative FORM OF ASSIGNMENT ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee (Please print or typewrite name and address, including zip code, of Transferee) the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints , attorney, to register the transfer of the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. GtownCO2011 \CO Ordinance 15 NOTICE: The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF REGIST'` TION CERTIFICATE OF THE COMPTROLLER OF PUBLIC ACCOUNTS COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. 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) INSERTIONS FOR THE INITIAL CERTIFICATE The initial Certificate shall be in the form set forth in this Section, except that: A. immediately under the name of the Certificate, the headings "INTEREST RATE" and "MATURITY DATE" shall both be completed with the words "As shown below" and "CUSIP NO." shall be deleted. B. the first paragraph shall be deleted and the following will be inserted: "ON THE MATURITY DATE SPECIFIED BELOW, the City of Georgetown, Texas (the "City "), being a political subdivision, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner "), on August 15 in each of the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: GtownCO2011 \CO Ordinance Year Amount Rate (Information from Sections 2 and 3 to be inserted) 16 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 May 1, 2011 at the respective Interest Rate per annum specified above. Interest is payable on February 15, 2012 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 Certificate 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 Certificate or Certificates, if any, for which this Certificate is being exchanged is due but has not been paid, then this Certificate shall bear interest from the date to which such interest has been paid in full." C. The initial Certificate shall be numbered "T -l." Section 6. INTEREST AND SINKING FUND. A special "Interest and Sinking Fund" is hereby created and shall be established and maintained by the City at an official depository bank of said City. Said Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of said City, and shall be used only for paying the interest on and principal of said Certificates. All ad valorem taxes levied and collected for and on account of said Certificates shall be deposited, as collected, to the credit of said Interest and Sinking Fund. During each year while any of said Certificates 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 Certificates as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of said Certificates as such principal matures (but never less than 2% of the original amount of said Certificates 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 Certificates 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. Said ad valorem taxes sufficient to provide for the payment of the interest on and principal of said Certificates, 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 Certificates shall be deposited in the Interest and Sinking Fund and used to pay interest on the Certificates. Section 7. REVENUES. The Certificates together with other obligations of the City, are additionally secured by and shall be payable from and secured by the surplus revenues of the City's utility System after payment of all operation and maintenance expenses or collections thereof, and all debt service, reserve, and other requirements in connection with all of the City's revenue bonds or other obligations (now or hereafter outstanding) which are payable from all or any part of the net revenues of the City's utility System, with such amount not exceeding $10,000, constituting "Surplus Revenues." The City shall deposit such Surplus Revenues to the GtownCO20l I \CO Ordinance 17 credit of the Interest and Sinking Fund created pursuant to Section 6, to the extent necessary to pay the principal and interest on the Certificates. Notwithstanding the requirements of Section 6, if Surplus Revenues or other lawfully available funds are actually on deposit or budgeted for deposit in the Interest and Sinking Fund in advance of the time when ad valorem taxes are scheduled to be levied for any year, then the amount of taxes which otherwise would have been required to be levied pursuant to Section 6 may be reduced to the extent and by the amount of the Surplus Revenues or other lawfully available funds then on deposit in the Interest and Sinking Fund or budgeted for deposit therein. Whenever used in this Ordinance the Term "System" means the City's combined electric, waterworks and sewer system as defined in Ordinance No. 98 -34. The Mayor and the Chief Financial Officer are hereby ordered to do any and all things necessary to accomplish the transfer of monies to the Interest and Sinking Fund of this issue in ample time to pay such items of principal and interest. Section 8. DEFEASANCE OF CERTIFICATES. (a) Any Certificate and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Certificate ") 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 Certificate, plus interest thereon to the due date or dates (whether such due date or dates be by reason of maturity, upon redemption, or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof (including the giving of any required notice of redemption) or (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 a commercial bank or trust company 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 a commercial bank or trust company for the payment of its services until all Defeased Certificates shall have become due and payable or (3) any combination of (1) and (2). At such time as a Certificate shall be deemed to be a Defeased Certificate hereunder, as aforesaid, such Certificate 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 Certificate as aforesaid when proper notice of redemption of such Certificates shall have been given, in accordance with this Ordinance. Any money so deposited with the Paying Agent /Registrar or a commercial bank or trust company as provided in this Section may at the discretion of the City Council 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 a commercial bank or trust company pursuant to this Section which is not required for the payment of such Certificate and premium, if any, and GtownCO2011 \CO Ordinance 18 interest thereon with respect to which such money has been so deposited, shall be turned over to the City Council. (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 Certificates and premium, if any, and interest thereon, shall be applied to and used solely for the payment of the particular Certificates 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 Certificates shall have become due and payable, the Paying Agent /Registrar shall perform the services of Paying Agent /Registrar for such Defeased Certificates 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 a commercial bank or trust company pursuant to this Section for the payment of Certificates and such Certificates 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 Certificate affected thereby. (e) Notwithstanding the provisions of subsection (a) immediately above, to the extent that, upon the defeasance of any Defeased Certificate to be paid at its maturity, the City retains the right under Texas law to later call that Defeased Certificate for redemption in accordance with the provisions of the Ordinance authorizing its issuance, the City may call such Defeased Certificate 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 Certificate as though it was being defeased at the time of the exercise of the option to redeem the Defeased Certificate and the effect of the redemption is taken into account in determining the sufficiency of the provisions made for the payment of the Defeased Certificate. As used in this section, " Defeasance Securities" means (i) Federal Securities, (ii) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the City Council adopts or approves proceedings authorizing the issuance of refunding certificates or otherwise provide for the funding of an escrow to effect the defeasance of the Certificates 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 City, municipality, or other political subdivision of a state that have been refunded and that, on the date the City Council adopts or approves proceedings authorizing the issuance of refunding certificates or otherwise provide for the funding of an escrow to effect the defeasance of the Certificates, are rated as to investment quality by a nationally recognized investment rating firm no less than "AAA" or its equivalent and (iv) any other then authorized securities or obligations under applicable State law that may be used to defease obligations such as the Certificates. "Federal Securities" as used herein means direct, noncallable obligations of GtownCO2011 \CO Ordinance 19 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 CERTIFICATES. (a) Replacement Certificates. In the event any outstanding Certificate is damaged, mutilated, lost, stolen or destroyed, the Paying Agent /Registrar shall cause to be printed, executed and delivered, a new certificate of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed Certificate, in replacement for such Certificate in the manner hereinafter provided. (b) Application for Replacement Certificates. Application for replacement of damaged, mutilated, lost, stolen or destroyed Certificates shall be made by the Registered Owner thereof to the Paying Agent/Registrar. In every case of loss, theft or destruction of a Certificate, the Registered Owner applying for a replacement certificate 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 Certificate, 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 Certificate, as the case may be. In every case of damage or mutilation of a Certificate, the Registered Owner shall surrender to the Paying Agent /Registrar for cancellation the Certificate so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any such Certificate 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 Certificate, the City may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Certificate) instead of issuing a replacement Certificate, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Replacement Certificates. Prior to the issuance of any replacement certificate, the Paying Agent /Registrar shall charge the Registered Owner of such Certificate with all legal, printing, and other expenses in connection therewith. Every replacement certificate issued pursuant to the provisions of this Section by virtue of the fact that any Certificate is lost, stolen or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen or destroyed Certificate 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 Certificates duly issued under this Ordinance. (e) Authority for Issuing Replacement Certificates. In accordance with Subchapter B of Texas Government Code, Chapter 1206, this Section of this Ordinance shall constitute authority for the issuance of any such replacement Certificate 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 Certificates is hereby authorized and imposed upon the Paying Agent /Registrar, and the Paying Agent /Registrar shall authenticate and deliver such Certificate in the form and manner and with the effect, as provided in Section 4(a) of this Ordinance for Certificate issued in conversion and exchange for other Certificates. GtownCO2011 \CO Ordinance 20 Section 10. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED. The Mayor of the City is hereby authorized to have control of the Certificates initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Certificates 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 Certificates said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Certificates, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such Certificate. The approving legal opinion of the City's Bond Counsel and the assigned CUSIP numbers may, at the option of the City, be printed on the Certificates 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 Certificates. In addition, if bond insurance is obtained, the Certificates may bear an appropriate legend as provided by the insurer. Section 11. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE CERTIFICATES. (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 Certificates 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 Certificates 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 of the 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 Certificates, 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 Certificates or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" which is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (3) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Certificates (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; GtownCO2011 \CO Ordinance 21 (4) to refrain from taking any action which would otherwise result in the Certificates 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 Certificates 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 Certificates, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Certificates, other than investment property acquired with -- (A) proceeds of the Certificates 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 Certificates 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 Certificates; (7) to otherwise restrict the use of the proceeds of the Certificates or amounts treated as proceeds of the Certificates, as may be necessary, so that the Certificates do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings); and (8) to pay to the United States of America at least once during each five -year period (beginning on the date of delivery of the Certificates) 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 Certificates have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. (b) Rebate Fund. In order to facilitate compliance with the above covenant (8), a "Rebate Fund" is hereby established by the City for the sole benefit of the United States of America, and such fund shall not be subject to the claim of any other person, including without limitation the Certificateholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. (c) Proceeds. The City understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred GtownCO20111CO Ordinance 22 proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Certificates. 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 Certificates, 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 Certificates 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 Certificates, 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 Certificates under section 103 of the Code. In furtherance of such intention, the City hereby authorizes and directs the City Manager or Chief Financial Officer to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the City, which may be permitted by the Code as are consistent with the purpose for the issuance of the Certificates. This Ordinance is intended to satisfy the official intent requirements set forth in Section 1.150 -2 of the Treasury Regulations. (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 1 of this Ordinance (the "Project ") on its books and records in accordance with the requirements of the Code. The City recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the Project is completed; but in no event later than three years after the date on which the original expenditure is paid. The foregoing notwithstanding, the City recognizes that in order for proceeds to be expended under the Code, the sale proceeds or investment earnings must be expended no more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Certificates, or (2) the date the Certificates 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 Certificates. For purposes of this subsection, the City shall not be obligated to comply with this covenant if it obtains an opinion of nationally- recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. (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 of nationally - recognized bond counsel that such sale or other disposition will not adversely affect the tax- exempt status of the Certificates. For purposes of this subsection, the portion of the property comprising personal property and disposed of in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes of this subsection, the City shall not be obligated to comply with this covenant if it obtains an opinion of nationally- recognized bond GtownCO2011 \CO Ordinance 23 counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. (f) Designation as Qualified Tax - Exempt Obligations. The City hereby designates the Certificates as "qualified tax- exempt obligations" 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 Certificates are issued, the City (including any subordinate entities) has not designated nor will designate bonds, which when aggregated with the Certificates, will result in more than $10,000,000 of "qualified tax - exempt obligations" being issued; (b) that the City reasonably anticipates that the amount of tax - exempt obligations issued, during the calendar year in which the Certificates are issued, by the City (or any subordinate entities) will not exceed $10,000,000; 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 Certificates will not be considered "private activity bonds" within the meaning of section 141 of the Code. Section 12. SALE OF CERTIFICATES. The Certificates are hereby sold to the bidder whose bid produced the lowest net effective interest rate, pursuant to the taking of public bids therefor, on this date, and shall be delivered to J.P. Morgan Securities LLC (the "Purchaser ") at a price of $ $9,734 07113 (representing the par amount of the Certificates of $9,720,000.00 plus accrued interest of $ ), 149073.1 The Certificates shall initially be registered in the name of Cede & Co. Section 13. DEFAULT AND REMEDIES. (a) Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default: (i) the failure to make payment of the principal of or interest on any of the Certificates when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement or obligation of the City, the failure to perform which materially, adversely affects the rights of the Registered Owners of the Certificates, including, but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any Registered Owner to the City. (b) Remedies for Default. (i) Upon the happening of any Event of Default, then and in every case, any Registered Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees therefor, may proceed against the City, or any official, officer or employee of the City in their official capacity, for the purpose of protecting and enforcing the rights of the Registered Owners under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or GtownCO20111CO Ordinance 24 agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Registered Owners hereunder or any combination of such remedies. (ii) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Registered Owners of Certificates then outstanding. (c) Remedies Not Exclusive. (i) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Certificates 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 Certificates shall not be available as a remedy under this Ordinance. (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. (iii) By accepting the delivery of a Certificate authorized under this Ordinance, such Registered Owner agrees that the certifications required to effectuate any covenants or representations contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or trustees of the City or the City Council. (iv) None of the members of the City Council, nor any other official or officer, agent, or employee of the City, shall be charged personally by the Registered Owners with any liability, or be held personally liable to the Registered Owners under any term or provision of this Ordinance, or because of any Event of Default or alleged Event of Default under this Ordinance Section 14. INTEREST EARNINGS ON CERTIFICATE PROCEEDS. Interest earnings derived from the investment of proceeds from the sale of the Certificates shall be used along with other certificate proceeds for the purpose for which the Certificates 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 certificate proceeds which are required to be rebated to the United States of America pursuant to Section 11 hereof in order to prevent the Certificates from being arbitrage certificates shall be so rebated and not considered as interest earnings for the purposes of this Section. Section 15. APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT, LETTER OF REPRESENTATIONS AND OFFICIAL STATEMENT. Attached hereto as Exhibit "A" is a substantially final form of Paying Agent /Registrar Agreement with an attached Blanket Letter of Representations. Each the Mayor, the City Manager and the Chief Financial Officer are hereby authorized to amend, complete or modify such agreement as necessary and GtownCO2011 \CO Ordinance 25 are further authorized to execute such agreement and the City Secretary or the Deputy City Secretary is hereby authorized to attest such agreement. The City hereby approves the form and content of the Notice of Sale and Preliminary Official Statement and Official Statement relating to the Certificates and any addenda, supplement or amendment thereto, and approves the distribution of such Official Statement in the reoffering of the Certificates by the 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 27, 2011, prior to the date hereof is ratified and confirmed. The City Council of the City hereby finds and determines that the Preliminary Official Statement and the Official Statement were and are "deemed final" (as that term is defined in 17 C.F.R. Section 240.15c -12) as of their respective dates. Section 16. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports. The City shall provide annually to the MSRB, in an electronic format as prescribed by the MSRB, within six months after the end of any fiscal year, financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 15 of this Ordinance, being the information described in Exhibit "B" hereto. Any financial statements to be so provided shall be (1) prepared in accordance with the accounting principles described in Exhibit "B" hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (2) audited, if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall provide unaudited financial statements within such period, and audited financial statements for the applicable fiscal year to the MSRB, when and if the audit report on such statements become available. If the City changes its fiscal year, it will notify the MSRB of the change (and of the date of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document that is available to the public on the MSRB's internet web site or filed with the SEC. All documents provided to the MSRB pursuant to this Section shall be accompanied by identifying information as prescribed by the MSRB. (b) Material Event Notices. The City shall notify the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of ten business days after the occurrence of the event, of any of the following events with respect to the Bonds: A. Principal and interest payment delinquencies; B. Non - payment related defaults, if material within the meaning of the federal securities laws; CrtownCO20I 1 \CO Ordinance 26 C. Unscheduled draws on debt service reserves reflecting financial difficulties; D. Unscheduled draws on credit enhancements reflecting financial difficulties; E. Substitution of credit or liquidity providers, or their failure to perform; F. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 —TEB) or other material notices or determinations with respect to the tax - exempt status of the Bonds, or other events affecting the tax - exempt status of the Bonds; G. Modifications to rights of holders of the Bonds, if material within the meaning of the federal securities laws; H. Bond calls, if material within the meaning of the federal securities laws; I Defeasances; J. Release, substitution, or sale of property securing repayment of the Bonds, material within the meaning of the federal securities laws; K. Rating changes; L. Bankruptcy, insolvency, receivership or similar event of the City; M. The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material within the meaning of the federal securities laws; and N. Appointment of a successor or additional trustee or the change of name of a trustee, if material within the meaning of the federal securities laws. The City shall notify the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with this subsection by the time required. All documents provided to the MSRB pursuant to this subsection shall be accompanied by identifying information as prescribed by the MSRB. (c) Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Certificates within the meaning of GtownCO2011 \CO Ordinance 27 the Rule, except that the City in any event will give notice of any deposit made in accordance with Section 8 of this Ordinance that causes the Certificates no longer to be 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 WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall comprise a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Should the Rule be amended to obligate the City to make filings with or provide notices to entities other than the MSRB, the City hereby agrees to undertake such obligation with respect to the Certificates in accordance with the Rule as amended. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. 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 Certificates in the primary offering of the Certificates 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 Certificates 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 Certificates. If the City so amends the provisions of this Section, it shall include with any GtownCO20111CO Ordinance 28 amended financial information or operating data next provided in accordance with paragraph (a) of this Section an explanation, in narrative form, of the reason for the amendment and of the impact of any change in the type of financial information or operating data so provided. The City may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Certificates in the primary offering of the Certificates. (d) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: "MSRB" means the Municipal Securities Rulemaking Board. "Rule" means SEC Rule 15c2 -12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. Section 17. ADDITIONAL BOND INSURANCE PROVISIONS. Bond Counsel is authorized to insert any necessary provisions required by the bond insurer and agreed to by the City and the City Attorney. Section 18. NO RECOURSE AGAINST CITY OFFICIALS. No recourse shall be had for the payment of principal of or interest on any Certificates or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Certificates. Section 19. 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 Certificates, the initial sale and delivery of the Certificates, 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 Certificates, the Mayor, the City Manager or Assistant City Manager, the City Attorney and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement, (ii) obtain a rating from any of the national bond rating agencies or satisfy requirements of the Bond Insurer, or (iii) obtain the approval of the 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. GtownCO2011 \CO Ordinance 29 Section 20. 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 Certificates and the validity of the lien on and pledge of the Pledged Revenues to secure the payment of the Certificates. Section 21. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. Section 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 Certificates, 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 Certificates. 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. 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 25. REPEALER. All orders, resolutions and ordinances, or parts thereof, inconsistent herewith are hereby repealed to the extent of such inconsistency. Section 26. EFFECTIVE DATE. This Ordinance shall become effect immediately from and after its passage on first and final reading in accordance with Section 1201.028, Texas Government Code, as amended. Section 27. PERFECTION. Chapter 1208, Government Code, applies to the issuance of the Certificates and the pledge of ad valorem taxes and surplus net revenues granted by the City under Sections 6 and 7 of this Ordinance, and such pledge is therefore valid, effective and perfected. If Texas law is amended at any time while the Certificates are outstanding and unpaid such that the pledge of ad valorem taxes and surplus net revenues granted by the City under Sections 6 and 7 of this Ordinance is to be subject to the filing requirements of Chapter 9, Business & Commerce Code, then in order to preserve to the registered owners of the GtownCO2011 \CO Ordinance 30 Certificates 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 28. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby authorizes the disbursement of a fee equal to the lesser of (i) one -tenth of one percent of the principal amount of the Certificates or (ii) $9,500, provided that such fee shall not be less than $750, to the Attorney General of Texas Public Finance Division for payment of the examination fee charged by the State of Texas for the Attorney General's review and approval of public securities and credit agreements, as required by Section 1202.004 of the Texas Government Code. The appropriate member of the City's staff is hereby instructed to take the necessary measures to make this payment. The City is also authorized to reimburse the appropriate City funds for such payment from proceeds of the Certificates. GtownCO2011 \CO Ordinance 31 IN ACCO "''IsANCE WITH SECTION 1201.028, Texas Government Code, passed and approved on the first and final reading on the 10th day of May, 2011. THE CITY OF GEORGETOWN: George G. Garver, Mayor City of Georgetown, Texas ATTEST: Jessica Brettle, City Secretary APPROVED AS TO FORM: Mark Sokolow, City Attorney GtownCO201I \CO Ordinance GtownCO2011 \CO Ordinance EXHIBIT "A" Paying Agent\Registrar Agreement A -1 EXHIBIT "B" DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 16 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) Table 1 - Valuation, Exemptions and General Obligation Debt; (2) Table 2 - Taxable Assessed Valuations by Category; (3) Table 3 - Valuation and General Obligation Debt History; (4) Table 4 - Tax Rate, Levy and Collection History; (5) Table 5 - Ten Largest Taxpayers; (6) Table 6 - Tax Adequacy; (7) Table 7 — Estimated Overlapping Debt (8) Table 8 - Pro -Froma General Obligation Debt Service Requirements; (9) Table 9 - Interest and Sinking Fund Budget Projection; and (10) Appendix B 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. GfownCO2011 \CO Ordinance B-1 IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and approved on the first and final reading on the 10th day of May, 2011. THE LITY OF GEORGETOWN: George G. Garver, Mayor City of Georgetown, Texas ATTEST: 111. 4 101 ica Bret , City Secretary APPROVED AS TO FORM: 1,<, -47 'et --------' Mark Sokolow, City Attorney GtownCO2011 \CO Ordinance PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT entered into as of May 1, 2011 (this "Agreement "), by and between the City of Georgetown, Texas (the "Issuer "), and The Bank of New York Mellon Trust Company, N.A. of Dallas, Texas, a banking corporation duly organized and existing under the laws of the United States of America (the "Bank "). RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its Combination Tax and Revenue Certificates of Obligation, Series 2011 in the aggregate principal amount of $9,720,000 (the "Securities "), such Securities to be issued in fully registered form only as to the payment of principal and interest thereon; and WHEREAS, the Securities are scheduled to be delivered to the initial purchasers thereof on or about May 19, 2011: and WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection with the payment of the principal of, premium, if any, and interest on the Securities and with respect to the registration, transfer and exchange thereof by the registered owners thereof; and WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the Securities; NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Securities. As Paying Agent for the Securities, the Bank shall be responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the Securities as the same become due and payable to the registered owners thereof, all in accordance with this Agreement and the "Ordinance" (hereinafter defined). The Issuer hereby appoints the Bank as Registrar with respect to the Securities. As Registrar for the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of said Securities and with respect to the transfer and exchange thereof as provided herein and in the "Ordinance." 1 GtownCO201 I \PARA The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Securities. Section 1.02. Compensation. As compensation for the Bank's services as Paying Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Schedule A attached hereto for the first year of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for services as Paying Agent /Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year. In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements and advances incurred or made by the Bank in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). ARTICLE TWO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Acceleration Date" on any Security means the date on and after which the principal or any or all installments of interest, or both, are due and payable on any Security which has become accelerated pursuant to the terms of the Security. "Bank Office" means the designated office of the Bank as indicated on the signature page hereof, except that the payment and registration duties of the Bank will be performed from the Bank's designated office located in Dallas, Texas. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Financial Advisor" means Specialized Public Finance Inc., and any successor "Fiscal Year" means the fiscal year of the Issuer, ending September 30. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Ordinance" means the order, ordinance or resolution of the governing body of the Issuer pursuant to which the Securities are issued, certified by the City Secretary of the Issuer or any other officer of the Issuer and delivered to the Bank. 2 Gto vnCQ201 I\PARA "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government. "Predecessor Securities" of any particular Security means every previous Security evidencing all or a portion of the same obligation as that evidenced by such particular Security (and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen Security for which a replacement Security has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the Ordinance). "Redemption Date" when used with respect to any Bond to be redeemed means the date fixed for such redemption pursuant to the terms of the Ordinance. "Registered Owner" each means the Person in whose name a Security is registered in the Security Register. "Responsible Officer" when used with respect to the Bank means the Chairman or Vice - Chairman of the Board of Directors, the Chairman or Vice - chairman of the Executive Committee of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. "Security Register" means a register maintained by the Bank on behalf of the Issuer providing for the registration and transfer of the Securities. "Stated Maturity" means the date specified in the Ordinance on which the principal of a Security is scheduled to be due and payable. Section 2.02. Other Definitions. The terms "Bank ", "Issuer," and "Securities" (Security) have the meanings assigned to them in the recital paragraphs of this Agreement. The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and functions of this Agreement. 3 GtownCO20! 1 \PARR ARTICLE THREE PAYING AGENT Section 3.01. Duties of Paying Agent. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date, or Acceleration Date, to the Registered Owner upon surrender of the Security to the Bank at the Bank Office. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each Security when due, by computing the amount of interest to be paid each Registered Owner and preparing and sending checks by United States Mail, first class postage prepaid, on each payment date, to the Registered Owners of the Securities (or their Predecessor Securities) on the respective Record Date, to the address appearing on the Security Register or by such other method, acceptable to the Bank, requested in writing by the Registered Owner at the Registered Owner's risk and expense. As Paying Agent, the Bank is also authorized to transfer funds relating to the closing and initial delivery of the Bonds in the manner disclosed in the closing memorandum approved by the Issuer as prepared by the Issuer's Financial Advisor or other agent. The Bank may act on a facsimile transmission of the closing memorandum to be followed by an original of the closing memorandum signed by the Financial Advisor or the Issuer. Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities on the dates specified in the Ordinance. ARTICLE FOUR REGISTRAR Section 4.01. Security Register - Transfers and Exchanges. The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the "Security Register ") for recording the names and addresses of the Registered Owners of the Securities, the transfer, exchange and replacement of the Securities and the payment of the principal of and interest on the Securities to the Registered Owners and containing such other information as may be reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and the Bank may prescribe. All transfers, exchanges and replacement of Securities shall be noted in the Security Register. 4 GtownCO201 1\PARA Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the Financial Industry Regulatory Authority, in form satisfactory to the Bank, duly executed by the Registered Owner thereof or his agent duly authorized in writing. The Bank may request any supporting documentation it feels necessary to effect a re- registration, transfer or exchange of the Securities. To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of Securities, the exchange or transfer by the Registered Owners thereof will be completed and new Securities delivered to the Registered Owner or the assignee of the Registered Owner in not more than three (3) business days after the receipt of the Securities to be canceled in an exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Registered Owner, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar. Section 4.02. Certificates. The Issuer shall provide an adequate inventory of printed Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities will be kept in safekeeping pending their use, and reasonable care will be exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than the care maintained by the Bank for debt securities of other political subdivisions or corporations for which it serves as registrar, or that is maintained for its own securities. Section 4.03. Form of Security Register. The Bank, as Registrar, will maintain the Security Register relating to the registration, payment, transfer and exchange of the Securities in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Security Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Security Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4.04. List of Registered Owners. The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the required fee, a copy of the information contained in the Security Register. The Issuer may also inspect the information contained in the Security Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up -to -date listing or to convert the information into written form. 5 GtownCO201 1 \PARA The Bank will not release or disclose the contents of the Security Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure of the contents of the Security Register, the Bank will notify the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of the Security Register. Section 4.05. Return of Canceled Certificates. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Securities in lieu of which or in exchange for which other Securities have been issued, or which have been paid. Section 4.06. Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby instructs the Bank, subject to the applicable provisions of the Ordinance, to deliver and issue Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as the same does not result in an overissuance. In case any Security shall be mutilated, or destroyed, lost or stolen, the Bank, in its discretion, may execute and deliver a replacement Security of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Security, or in lieu of and in substitution for such destroyed lost or stolen Security, only after (i) the filing by the Registered Owner thereof with the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Security shall be borne by the Registered Owner of the Security mutilated, or destroyed, lost or stolen. Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06. 6 GtownCO201 J\PARA ARTICLE FIVE THE BANK Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care in the performance thereof. Section 5.02. Reliance on Documents, Etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank. (b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (d) The Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any Securities, but is protected in acting upon receipt of Securities containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the Registered Owner or an agent of the Registered Owner. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security or other paper or document supplied by Issuer. (e) The Bank may consult with counsel, and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. (f) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of the Bank. (g) GtownCO2011\PARA The Bank shall maintain a copy of the Bond Register within the State of Texas. 7 Section 5.03. Recitals of Issuer. The recitals contained herein with respect to the Issuer and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness. The Bank shall in no event be liable to the Issuer, any Registered Owner or Registered Owners of any Security, or any other Person for any amount due on any Security from its own funds. Section 5.04. May Hold Securities. The Bank, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying Agent /Registrar, or any other agent. Section 5.05. Moneys Held by Bank. The Bank shall deposit any moneys received from the Issuer into a trust account to be held in a fiduciary capacity for the payment of the Securities, with such moneys in the account that exceed the deposit insurance available to the Issuer by the Federal Deposit Insurance Corporation, to be fully collateralized with securities or obligations that are eligible under the laws of the State of Texas and the laws of the United States of America to secure and be pledged as collateral for trust accounts until the principal and interest on such securities have been presented for payment and paid to the owner thereof. Payments made from such trust account shall be made by check drawn on such trust account unless the owner of such Securities shall, at its own expense and risk, request such other medium of payment. Subject to the Unclaimed Property Law of the State of Texas, any money deposited with the Bank for the payment of the principal, premium (if any), or interest on any Security and remaining unclaimed for three years after the final maturity of the Security has become due and payable will be paid by the Bank to the Issuer if the Issuer so elects, and the Registered Owner of such Security shall hereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to such monies shall thereupon cease. If the Issuer does not elect, the Bank is directed to report and dispose of the funds in compliance with Title Six of the Texas Property Code, as amended. Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. 8 GtownCO20l 1\PARA Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State Court located in the State of Texas and County where either the Bank Office or the administrative offices of the Issuer is located, and agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction in the State of Texas to determine the rights of any Person claiming any interest herein. Section 5.08. Depository Trust Company Services. It is hereby represented and warranted that, in the event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the "Operational Arrangements," effective August 1, 1987, which establishes requirements for securities to be eligible for such type depository trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. Attached hereto is a copy of the Blanket Letter of Representations with The Depository Trust Company. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of this Agreement. 9 GtownCO2011\PARA Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.05. Successors and Assigns. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed or not. Section 6.06. Severability. In case any provision herein shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder. Section 6.08. Entire Agreement. This Agreement and the Ordinance constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this Agreement and the Ordinance, the Ordinance shall govern. Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. 10 GtownCO2011\PARA Section 6.10. Termination. This Agreement will terminate (i) on the date of final payment of the principal of and interest on the Securities to the Registered Owners thereof or (ii) may be earlier terminated by either party upon thirty (30) days written notice; provided, however, an early termination of this Agreement by either party shall not be effective until (a) a successor Paying Agent /Registrar has been appointed by the Issuer and such appointment accepted and (b) notice has been given to the Registered Owners of the Securities of the appointment of a successor Paying Agent/Registrar. Furthermore, the Bank and Issuer mutually agree that the effective date of an early termination of this Agreement shall not occur at any time which would disrupt, delay or otherwise adversely affect the payment of the Securities. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security Register (or a copy thereof), together with other pertinent books and records relating to the Securities, to the successor Paying Agent/Registrar designated and appointed by the Issuer. The provisions of Section 1.02 and of Article Five shall survive and remain in full force and effect following the termination of this Agreement. Section 6.11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. GtownCO201 I\PARA IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. Attest: By THE BANK OF NEW YORK TRUST MELLON CO 1' ANY, N.A. By Title Vice President Title Senio a 12 GtownCO2011TARA CITY OF GEORGETOWN, TEXAS B Attest: Je: si E a Brettle, City Secretary GtownCO2011\PARA eorge G. rver, Mayor 113 East 8th Street Georgetown, Texas 78626 13 SCHEDULE A Paying Agent/Registrar Fee Schedule [to be supplied by bank] Annual Administrative Fee $500 A-1 GtownCO201 1 \PARA BNY MELLON CORPORATE TRUST Fee Schedule City of Georgetown, Texas Combination Tax and Revenue Certificates of Obligation, Series 2011 Acceptance Fee None A one-time charge covering the Bank Officer's review of governing documents, communication with members of the closing party, including representatives of the issuer, investment banker(s) and attorney(s), establishment of procedures and controls, set-up of trust accounts and tickler suspense items and the receipt and disbursement/investment of bond proceeds. This fee is payable on the closing date. nnua Payng Agent nlitlistratiori Fee An annual charge covering the normal paying agent duties related to account administration and bondholder services. Our pricing is based on the assumption that the bonds are DTC-eligible/book-entry only. If the bonds are certificated or physical, then we will have to charge an additional $1000 per year as a paying agent. This fee is payable annually, in advance. Extraordinary Servces/Misc Fees: pi3rai.sal The charges for performing extraordinary or other services not contemplated at the time of the execution of the transaction or not specifically covered elsewhere in this schedule will be commensurate with the service to be provided and may be charged in BNY Mellon's sole discretion. If it is contemplated that the Trustee hold and/or value collateral or enter into any investment contract, forward purchase or similar or other agreement, additional acceptance, administration and counsel review fees will be applicable to the agreement governing such services. If the bonds are converted to certificated form, additional annual fees will be charged for any applicable tender agent and/or registrar/paying agent services. Additional infoiination will be provided at such time. Should this transaction terminate prior to closing, all out-of-pocket expenses incurred, including legal fees, will be billed at cost. If all outstanding bonds of a series are defeased or called in full prior to their maturity, a termination fee may be assessed at that time. These extraordinary services may include, but are not limited to, supplemental agreements, consent operations, unusual releases, tender processing, sinking fund redemptions, failed remarketing processing, the preparation of special or interim reports, custody of collateral, a one-time fee to be charged upon termination of an engagement. Counsel, accountants, special agents and others will be charged at the actual amount of fees and expenses billed, UCC filing fees, money market sweep fees, auditor confirmation fees, wire transfer fees, transaction fees to settle third-party trades and reconcilement fees to balance trust account balances to third- party investment provider statements Annual fees include one standard audit confirmation per year without charge. Standard audit confirmations include the final maturity date, principal paid, principal outstanding, interest cycle, interest paid, cash and asset information, interest rate, and asset statement information. Non-standard audit confirmation requests may be assessed an additional fee. Periodic tenders, sinking fund, optional or extraordinary call redemptions will be assessed at $300 per event. FDIC or other governmental charges will be passed along to you as incurred. 2001 Bryan — 11th Floor Dallas, TX 75201 BNY MELLON CORPORATE TRUST Terms and Disclosures Terms of Proposal Final acceptance of the appointment under the Indenture is subject to approval of authorized officers of BNYM and full review and execution of all documentation related hereto. Please note that if this transaction does not close, you will be responsible for paying any expenses incurred, including Counsel Fees. We reserve the right to terminate this offer if we do not enter into final written documents within three months from the date this document is first transmitted to you. Fees may be subject to adjustment during the life of the engagement. Customer Notice Required by the USA Patriot Act To help the US government fight the funding of terrorism and money laundering activities, US Federal law requires all financial institutions to obtain, verify, and record info' illation that identifies each person (whether an individual or organization) for which a relationship is established. What this means to you: When you establish a relationship with BNYM, we will ask you to provide certain information (and documents) that will help us to identify you. We will ask for your organization's name, physical address, tax identification or other government registration number and other information that will help us to identify you. We may also ask for a Certificate of Incorporation or similar document or other pertinent identifying documentation for your type of organization. We thank you for your assistance. 2001 Bryan —11 m Floor Dallas, TX 75201 • Blanket Issuer Letter of Representations (To be Completed by Issuer) Cit of Georgetown, Texas (Nurne of Issued March 11, 1997 (Date! Attention: Underwriting Department — Eligibility The Depository Trust Company 55 Water Street; 50th Floor New York, NY 10041-0099 Ladies and Gentlemen: This letter sets forth our understanding with. respect to all issues (the -Securities") that Issuer shall request be made eligible for deposit.by The Depository Trust Company- (-DTC-). To induce DTC to accept the Securities as eligible for deposit at DTC, and to act in accordance with DTC's Rules with respect to the Securities, Issuer represents to DTC that Issuer will comply with the requirements stated in DTC's Operational ArrangeMents, as they may be amended from time to time. Note: Schedule , contains statements that DTC believes 3ccurately describe DTC. the method of effecting book- entry transfers of securities distributed through DTC, and crrtlin related matters. Received and Accepted: Very truly yours, City of Georgetown, Texas "116 I (issuer) lAuthoriaziOtlicer's Signatory By: Leo Wood Mayor samc & Titto HE) ORYTil TCOMP:NY 113 E. 8th Street Georgetown, Texas (City) a 78626 (Stte) r (Zip) ( 512 ) 930-3675 (Street Address) (Phone N um licr) SCHEDULE A (To Blanket Issuer Letter of Representations) SAMPLE OFFERING DOCUMENT LANGUAGE DESCRIBING BOOK - ENTRY -ONLY ISSUANCE (Prepared by DTC— bracketed material may be applicable only to certain issues) 1. The Depository Trust Company ( "DTC "), New York, NY, will act as securities depository for the securities (the "Securities "). The Securities will be issued as fully- registered securities registered in the name of Cede & Co. ( DTC's pa, t„ership nominee) or such other name as may be requested by an author- ized representative of DTC. One fully - registered Security certificate will be issued for [each issue of] the Securities, [each] in the aggregate principal amount of such issue,and will be deposited with DTC. [If, however, the aggregate principal amount of [any) issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue.] 2. DTC, the world's largest depository, is a limited - purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 2 million issues of U.S. and non -U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 85 countries that DTC's participants ( "Direct Participants ") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, clear- ing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation ( "DTCC "). DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation, (NSCC, GSCC, MBSCC, and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ( "Indirect Participants "). DTC has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More info, Illation about DTC can be found at www.dtcc.com. 3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC's records. The ownership interest of each actual pur- chaser of each Security ("Beneficial Owner ")is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transac- tion, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the book -entry system for the Securities is discontinued. 4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are regis- tered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC's records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 5. Conveyance of notices and other communications. by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory require- ments as may be in effect from time to time. [Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For exam- ple, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.] [6. Redemption notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.] 7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy). 8. Redemption proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's prac- tice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail infor- mation from Issuer or Agent, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC [nor its nom- inee], Agent, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and dis- bursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. [9. A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its Participant, to [Tender/Remarketing] Agent, and shall effect delivery of such Securities by causing the Direct Participant to transfer the Participant's interest in the Securities, on DTC's records, to [Tender/Remarketing] Agent. The requirement for physical delivery of Securities in connection -with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Securities are transferred by Direct Participants on DTC's records and followed by a book -entry credit of tendered Securities to [Tender/Remarketing] Agent's DTC account.] 10. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered. 11. Issuer may decide to discontinue use of the system of book -entry transfers through DTC (or a suc- cessor securities depository). In that event, Security certificates will be printed and delivered. 12. The information in this section concerning DTC and DTC's book -entry system has been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility for the accuracy thereof. GENERAL AND NO- LITIGATION CERTIFICATE THE STATE OF TEXAS COUNTY OF WILLIAMSON CITY OF GEORGETOWN We, the undersigned officers of the City, hereby certify as follows: GENERAL 1. This certificate is executed for and on behalf of the City, for the benefit of the Attorney General of the State of Texas and for the benefit of the Purchaser in connection with the issuance of the Obligations. The words and terms used herein shall have the meanings whenever they are used given in Exhibit "A" attached hereto. 2. Any certificate signed by an official of the City delivered to the Purchaser or the Attorney General of the State of Texas shall be deemed a representation and warranty by the City as to the statement made therein. The Public Finance Division of the Office of the Attorney General of the State of Texas is hereby authorized to date this certificate as of the date of approval of the Obligations and is entitled to rely upon the accuracy of the information contained herein unless notified by telephone or fax to the contrary. The Comptroller of Public Accounts is further authorized to register the Obligations upon receipt of the Attorney General approval. After registration, the Obligations, opinion and registration papers shall be delivered to Jana H. Edwards at McCall, Parkhurst & Horton L.L.P. MATTERS RELATING TO THE CITY 3. A true and correct copy of the bid for the Obligations submitted to and accepted by the City Council of the City is attached hereto as Exhibit "B ". 4. The City is a duly incorporated home rule city, operating and existing under the Texas Constitution and laws of the State of Texas, including its Charter which has not been amended since the issuance by the City of its last series of obligations. 5. No litigation of any nature has ever been filed pertaining to, affecting or contesting: (a) the Ordinance; (b) the issuance, delivery, payment, security or validity of the Obligations; (c) the authority of the governing body and the officers of the City to issue, execute and deliver the Obligations; (d) the validity of the corporate existence of the City; (e) the current tax rolls of the City; and that no litigation is pending pertaining to, affecting, questioning or contesting the current boundaries of the City. 6. Neither the corporate existence nor boundaries of the City is being contested, no litigation has been filed or is now pending which would affect the authority of the officers of the GtownCO201 1 \GenNoLitCen City to issue, execute, sign and deliver the Obligations, and that no authority or proceedings for the issuance of the Obligations have been repealed, revoked or rescinded. 7. We officially executed and signed the Obligations with our manual signatures or by causing facsimiles of our manual signatures to be imprinted or copied on the Obligations, and, if appropriate, we hereby adopt such facsimile signatures as our own, respectively, and declare that such facsimile signatures constitute our signatures the same as if we had manually signed each of the Obligations. 8. The Obligations are substantially in the form, and have been duly executed and signed in the manner, prescribed in the Ordinance. 9. At the time we so executed and signed the Obligations we were, and at the time of executing this certificate we are, the duly chosen, qualified and acting officers indicated therein, and authorized to execute the same. 10. We have caused the official seal of the City to be impressed, or printed, or copied on the Obligations and such seal on the Obligations has been duly adopted as, and is hereby declared to be, the official seal of the City. 11. The City is not in default in connection with any of the covenants, conditions or obligations contained in the ordinance authorizing the issuance of the obligations listed in Exhibit "C ", and that the Interest and Sinking Fund for the outstanding obligations contain the amount now required to be on deposit therein. 12. That the currently outstanding tax debt of the City and the proposed Obligations are set forth in Exhibit "C" hereto. The combined debt service schedule of all outstanding tax debt of the City and the proposed Obligations are set forth in Exhibit "D" hereto. 13. The currently effective ad valorem Tax Rolls of said City are those for the year 2010/2011, being the most recently approved Tax Rolls of the City; that the taxable property in the City has been assessed as required by law; that the Tax Assessor of the City has duly verified the aforesaid Tax Rolls; and that the assessed value of taxable property in the City upon which the annual ad valorem tax of the City has been levied (after deducting the amount of all exemptions, if any, taken or required to be given under the Constitution and laws of the State of Texas), according to the aforesaid Tax Rolls for the year, as delivered to the City Secretary, and finally approved and recorded by the City Council of the City, is $4,055,948,951. 14. A true and correct copy of the City's current water, sewer and electric rate charges are attached hereto as Exhibit "E ". 15. The following is a true, full and correct schedule of the income and expenses of the City's utility system for the past three years, to wit: GtownCO20111GenNoLitCert Fiscal Year Ended September 30, 2010 2009 2008 Revenue Water and Sewer System $ 20,632,604 $ 22,200,768 $ 21,424,897 Electric System 59,058,745 56,154,879 51,833,477 Miscellaneous 2,789,797 2,779,486 5,146,212 Interest Earnings 116,458 392,080 955,680 Total Revenues $ 82,597,604 $ 81,527,213 $ 79,360,266 Expenses: Water and Sewer System Electric System Utility Contracts Total Expenses $ 6,677,890 4,821,255 48,329,829 $ 59,828,974 $ 6,875,473 5,270,740 46,549,704 $ 58,695,917 CLOSING MATTERS 16. To our best knowledge and belief: $ 6,249,197 I,230,199 50,443,511 $ 57,922,907 (a) the descriptions and statements of or pertaining to the City contained in its Official Notice of Sale, Bid Form and Preliminary Official Statement dated April 27, 2011 and any addenda, supplement or amendment thereto, for the Obligations, on the date of such Preliminary Official Statement, on the date of sale of the Obligations, and the acceptance of the best bid therefor, and on the date of the delivery, were and are true and correct in all material respects; (b) insofar as the City and its affairs, including its financial affairs, are concerned, such Preliminary Official Statement did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (c) insofar as the descriptions and statements, including financial data, of or pertaining to entities other than the City and their activities contained in such Preliminary Official Statement are concerned, such statements and data have been obtained from sources which the City believes to be reliable and that the City has no reason to believe that such information contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein made in light of the circumstances under which they are made not misleading; and (d) there has been no material adverse change in the financial condition of the City since the date of the last audited financial statement of the City appearing in the Preliminary Official Statement. GtownCO2011 \GenNoLitCerz © (it DIN-TV SIGNED AND SEALED this the day of , 2011. illi IF.'j CC11 RYPit�P ' ' V \PPYPtQYV Paul E. Brandenburg, City Manager George Garver, Mayor NOTARY ACKNOWLEDGMENT Before me, on this day personally appeared the foregoing individuals, known to me to be the officers whose true and genuine signatures were subscribed to the foregoing instrument in my presence. Given under my hand and seal of office this (Notary Seal) GtownCO2011 \GenNoLitCert Notary Public EXHIBIT "A" DEFINITIONS City - City of Georgetown, Texas. City Council - The City Council of the City. Closing - May 19, 2011 or at such other time agreed upon between the City and the Purchaser. Obligations - Ordinance - City of Georgetown, Texas Combination Tax and Revenue Certificates of Obligation, Series 2011 dated May 1, 2011 in the aggregate principal amount of $9,720,000. Ordinance Authorizing the Issuance of City of Georgetown, Texas Combination Tax and Revenue Certificates of Obligation, Series 2011; Authorizing the Levy of an Ad Valorem Tax and the Pledge of Certain Revenues in Support of the Certificates; Approving an Official Statement, a Paying Agent /Registrar Agreement and Other Agreements Related to the Sale and Issuance of the Certificates; and Authorizing Other Matters Related to the Issuance of the Certificates approved by the City Council on May 10, 2011. Pledged Revenues - Pledged Revenues as defined in the Ordinance. Purchaser - J.P. Morgan Securities LLC A -1 G t o w nC 02011 \G e nN o L i t C e rt EXHIBIT "B" B -1 GtownCO201 I \GenNoLitCert May -09 -2011 10.38 AM JP Morgan Chase 1- 212- 622.0099 " 1/2 OFFICIAL BID VOW Honorable Mayor and City Council May 10, 2011 City of Geetown, Texas 101 Best 7 Street Georgetown, Texas 78627 Members of the City Council; Refbrenve Is made to your official Statement and Notice of Sale and Bidding instructions, dated April 27, 2011, of 39,720,000 CITY OF QEOR(3BTOWN, TEXAS COMBINATION TAX AND 'REVENUE CERTIFICATES 02 CBLICATION, SERIES 2011, both of which constitute a part hereof, For cur legally lamed Certificates, in the aggregate prinuipnl amount of S0',720,090, we will pay you n pries) of $�A X00 ,,, representing 100 % of the par value, pies accrued interest to the date of delivery to us. Such Certificates stature August 15, in each of the years and in the amounts and interest rates shown below: Maturity Principal interest Maturity Principal Interest (August In Amount Rate _ (005056 18) Amount Rate 2012 5 320,000 a� 45 20x2 $ 420,000 �_QO _% 2013 495,000 _ft. D 9'a _ 202$ 440,000 -73-,7)(Y-% � 2014 505,000 d . c0 96 x.024 460,40,? 3,�0 °,b 2015 525,000 a't. DD % 2025 6$0,000 3, o25 96 2016 540,000 a, 0© % 2026 503,000 �� 96 2017 425,000 , CO % 2027 525,000 ?. 50 2018 435,000 a, 2 ,c-'4i+ 2028 • 545,000 3.50 9;b, 2019 415,000 ,9,5-0 56 2029 570,000 % 2020 433,000 02, 1S % 2030 600,000 .0 95 2021 • 450,000 , ,3, 00 % 2031 630,000 _ °r6 Of the principal maturities sot forth in the table above, term bonds have been crowed us Indicated In tho following table (which may Inoiude multiple terns bends, one torn) bond or no term bond it none is indicated), For those years which have boon combined into a term bonds, the principal amount shown In the table above shell be the mandatory sinking fund redemption amounts in such years 4xcept that the amount shown in oho year of the term bond maturity date shall mature In such year. The term bonds erected are no follows: Torre Year of Certificates First Mandatory Principal MnturIng Redemption Amount August 15 Interest Rate Our calculation (which is not a part of this bid) of the Interest cost from the above 15; rRUS INTEUST cos'r ss The Initial Certificate; shall bo registered in the name of . which will, upon payment lbr the Certificates, be cancelled by fife PayinD Agent/Registrar, The Certificates will than bo registered in the name of Code 4 Co, (OTC's partnership nominee), under tho book entry -only system. A wiro transferor a cashiers or certified cheek to the City in the amount of $194,400 will be made available in accordance with the Notice of Salo made a part hereof Should we Ih11 or refuse to make payment for the Certificates in accordance with the terms and conditions Act forth In the Notice of Sole, the proceeds of this deposit shall be retained by the City as complete liquidated damages against ua. Please °hook tho box below to deelgnate your Good ralth 1oposit option, May - 09.2019 10;38 AM JP Morgan Chase 1 -212- 622.0099 2/2 We agree to accept delivery of the Certificates utilizing the book•eniry only system through DTC and make payment fbr the Initial Certificate in Immediately available funds in the Corporate Trust Division, The Bank of New York Mallon Trust Company, Dallas, TOxtts, not later than 9130 AM, CDT, on May 19, 2011, or thereafter on the date the Certificates are tendered for delivery, pursuant to the terms set forth in the Notice of Sale end Bidding Instructions, It will be the obligation of the purchaser of the Certificates to complete the DTC Eligibility Questionnaire, The undersigned agrees to complete, exoceto, and deliver to the City, not later than the close of bueinaes on the business day following the award of the sale of the Certificates, a certificate relating to the "issue prism" of the Certificates in the form and to the effect accompanying the Notice of Saks and Bidding Instructions, with such changes thereto as may be acceptable to the City. We agree to provide in writing the to kW reoffering prices and other terms, if any, to the Financial Advisor by the close of the next business day after the award, Respectfully submitted, J,4. S`rltrr ,,vs 5a.r.,,^0t;a5 1-1,C Name of Purchaser or Manager �7 1'�,R1wOc 554— - 1�/1.�n►���n Q;rk.r..*or Authorized Ropnssentative '11 5 5 ?hand m S• nalur Picas .check sne ofthe.oniions.below reeardlne Good Fvith De oslt: Submit by Wire Transfer tjL Submit by Fronk Ceshler's /Cortlfted Check LmI Syndicate Members: ACCEPTANCE C1,6.UUr3 The above and tbragoing bid Is horaby In all things accepted by City of Georgetown, Texas, this the loo day of May, 2011, ATTEST: City Suntory City of Georgetown, Texas Mayor City of Georgetown, Texas EXHIBIT "C" Outstanding Ad Valorem Tax Debt Combination Tax and Utility System Limited Revenue Certificates of Obligation, Series 2001 Combination Tax and Utility System Limited Revenue Certificates of Obligation, Series 2002 Combination Tax and Utility System Limited Revenue Certificates of Obligation, Series 2003 Combination Tax and Utility System Limited Revenue Certificates of Obligation, Series 2005 General Obligation and Refunding Bonds, Series 2005 $ 755,000 $ 2,235,000 $ 1,515,000 $ 6,000,000 $ 12,590,000 General Obligation Bonds, Series 2005A $ 6,020,000 Combination Tax and Utility System Limited Revenue Certificates of Obligation, Series 2006 $ 3,760,000 Limited Tax Refunding Bonds, Series 2006 Combination Tax and Revenue Certificates of Obligation, Series 2007 General Obligation and Refunding Bonds, Series 2007 Combination Tax and Revenue Certificates of Obligation, Series 2008 Combination Tax and Revenue Certificates of Obligation, Series 2009 General Obligation Bonds, Series 2009 General Obligation Refunding Bonds, Series 2009 Limited Tax Notes, Series 2009 C -1 GtownCO2011 \GenNoLitCert $ 7,480,000 $ 6,600,000 $ 12,190,000 $ 4,425,000 $ 5,275,000 $ 1,130,000 $ 2,025,000 $ 5,810,000 Combination Tax and Revenue Certificates of Obligation, Series 2010 General Obligation Bonds, Series 2010 General Obligation Bonds, Series 2010A Combination Tax and Revenue Certificates of Obligation, Series 2011 (In the Process of Issuance) $ 9,720,000 $ 6,575,000 $ 1,370,000 $ 11,930,000 C -2 GtownCO2011 \GenNaLitCert EXHIBIT "D DEBT INFORMATION TABU-ES - G ENE RAL OBLIGATION DEBTSERVICE REQUIREMENTS Fiscal. Year. Ending. 9/30. 2011 2012 2013 2014 2015 2016 2017 2018 2419 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 Principal $ 5,365,000 5,545,000 6,135,00,0- 6190,0,00, 6,260,000 11,450;000 6,450,000. 6,095;000 5,645,000• 4,920,000 5,025,000 4,835 000 4,810;000 4,900,000 4,320,000 3,055,000 2,870,000 1,825,000 1,685 "00= 860,000 Existing Debt Interest $ 3,664,114 4,030,552 3,521,776 3,302,539 3;071,639 2,708,251 2,349,296 2,102,486 1,863, 508 1,636,659 1,434,639 1,223;274 1,017,809 810,850 615,636 427"389 296,068 173,300 98,360 30,1.00 Total 9,029,114 9,575,552 9;656,776 9,492;539' 9,331,639 14,158,251 8,799,296 8,197,486 7,508,508 6,556,659 6,459,639 6,058,274 5,827,809 5,,710,850. 4,935,636 3,482,389 3,166,068 1,998,300 1,783,360 890;100. 98,249,000 $ 34,378,243 $ 132,618,243 GtownCO2011 \GenNoLitCert Principal 320,000 495,000 505,000 525,000 540,000 425,000 435,000 415,000. 435,000- 450,000 420,000 440,000 460,000 480,000 505,000 525,000 545,000 570,000 The Certificates' Interest 362,774 275,063. 265,163 255;063 244,563 233,763 225,263 215,475 205,100 193,138 179,638. 167,038 I53,838 140,038. 124,438 108,025 89;650 70,575 600,000 49,200 630,000. 25,200. Total 682,774 770,063 770,163: 780,063 784,563 658,763 660,263 630,475 640,100 643,138 599,638 607,038 613,838 620,038 629,438. 633,025 634,650. 640,575 649,200 655,200 $ 9,720,000 $ 3,582,999 $ 13,302,999 D -1 Total Debt Service Requirements $. 9,029,114 10258,326 10,426,839 10,262,70.1 10,111,701 14,942814. 9,458,059 8,857,749`. 8438,983 7196,759 7,102,776 6,657,911 6,434,846 6,324;688 5,555,674: 4,111,826 3,799,093 2,632,950 2,423,935 1,539,300 655 ,20 0 $ 145,921,242 EXHIBIT "E" CURRENT WATER, SEWER AND ELECTRIC RATE CHARGES MONTHLY ELECTRIC RATES (EFFECTIVE 01/01/2011) All Customers Purchased Power Cost Adjustment Residential Sales Tax Commercial Sales Tax Residential Service Customer Charge: Energy Charge: Small General Service Customer Charge: Energy Charge: School Service Customer Charge: Energy Charge: Mun Varies Monthly 2.00% of total electric charges; outside City limits: None 8.25% of total electric charges; outside City limits: 6.25% $6.00 per month $0.1046 per kWh $12.00 per month $0.1020 per kWh $12.00 per month $0.1146 per kWh cipal Water & Wastewater Pumping Service Customer Charge: $12.00 per month Energy Charge: $0.0922 per kWh Large General Service Customer Charge: Demand Charge: Energy Charge: Minimum Bill: Industrial Customer Charge: Demand Charge: Energy Charge: Minimum Bill: Large Industrial Service Customer Charge: Demand Charge: Energy Charge: Minimum Bill: Large Institutional Service Customer Charge: Energy Charge: Minimum Bill: GtownCO201 1 \Ge nNo L i I Cert $20.00 per month $7.45 per kWh, but not less than $372.50 $0.0722 per kWh $372.50 $50.00 per month $6.30 per kWh, but not less than $3,150.00 /month $0.0712 per kWh $3,150.00 $100.00 per month $5.30 per kWh, but not less than $10,600.00 $0.0697 per kWh $10,600.00 $20.00 per month $0.0941 per kWh $20.00 E -1 Municipal Service Customer Charge: Energy Charge: Minimum Bill: Lighting Service $12.00 per month $0.0939 per kWh $12.00 High Pressure Sodium 100 Watt HPL per light (35 kWh) $ 8.14 per month 200 Watt HPL per light (71 kWh) $14.00 per month 250 Watt HPL per Light (86 kWh) $16.04 per month 400 Watt HPL per light (137 kWh) $22.64 per month Municipal Street $ 5.28 per month $ 8.85 per month $10.59 per month $16.49 per month Retail Street $ 5.14 per month $ 9.55 per month $11.39 per month $17.79 per month The City offers a wind power energy rate for residential and small commercial customers. The rate for wind power energy is $1.50 /block (each block consists of 100kWh), subject to a 1 block minimum and a 5 block maximum. The City also offers credits for electric users who agree to curtail power upon the request of the City as well as experimental interruptible power service. Currently, the City's water and wastewater plants are the only entities taking advantage of the curtailable power credit. MONTHLY WATER RATES (EFFECTIVE 01/01/2011) Customer Customer Charge Meter Size Inside City 5/8 inch $ 16.50 3/4 inch 18.50 1 inch 26.95 1 1/2 inch 45.55 2 inch 73.30 3 inch 189.45 4 inch 269.70 6 inch 481.55 8 inch 724.30 Cost per thousand gallons $ 2.25 per Month: Outside City $ 21.80 23.80 31.37 54.38 87.43 217.72 313.87 569.88 865.63 $ 2.60 CONSERVATION WATER RATES (EFFECTIVE 01/01/2011) Residential Only Effective on Billings June 1 - October 31 Inside City` Outside City* Per 1,000 Gallons Per 1,000 Gallons 0 Thru 18,000 Gallons 19,000 Thru 29,000 Gallons 30,000 Thru 39,000 Gallons 40,000 Thru 74,000 Gallons 75,000 And Up $ 2.25 3.00 4.50 6.00 7.50 $ 2.60 3.35 4.85 6.35 7.85 `Cost is per 1,000 gallons; residential and small commercial only - effective on billings June 1 - October 31. E -2 GtownCO20111GenNoLitCert WASTEWATER RATE SCHEDULE (EFFECTIVE 04/1/2007) RESIDENTIAL AND SMALL COMMERCIAL Net Monthly Rate: Flat Rate Inside City Limits: $29.25* per month Flat Rate Outside City Limits: $33.60* per month Low income residential discount: 20% below current flat rate for qualifying households COMMERCIAL Net Monthly Rate: a. Inside City Limits 1. Customer Charge: 2. Volumetric Charge: b. Outside City Limits 1. Customer Charge: 2. Volumetric Charge: LARGE COMMERCIAL Net Monthly Rate: a. Inside City Limits 1. Customer Charge: 2. Volumetric Charge: b. Outside City Limits 1. Customer Charge: 2. Volumetric Charge HIGH STRENGTH COMMERCIAL Net Monthly Rate: a. Inside City Limits 1. Customer Charge: 2. Volumetric Charge: b. Outside City Limits 1. Customer Charge: 2. Volumetric Charge: MULTIFAMILY Net Monthly Rate: a. Inside City Limits 1. Customer Charge: 2. Volumetric Charge: b. Outside City Limits 1. Customer Charge: 2. Volumetric Charge: $44.25 per month $ 2.35 per 1,000 gallons $50.90 per month $ 2.70 per 1,000 gallons $78.60 per month $ 2.35 per 1,000 gallons $90.40 per month $ 2.70 per 1,000 gallons $44.25 per month $ 3.70 per 1,000 gallons $50.90 per month $ 4.30 per 1,000 gallons $105.15 per month $2.35 per 1,000 gallons $120.90 per month $ 2.70 per 1,000 gallons *Residential low- income discount of 20% is available to customers who can provide us with verifiable proof of participation in the Medical Program by a permanent resident in the household. E -3 GtownCO2011 \GenNoLitC ert GARBAGE RATES (EFFECTIVE 10/01/2009) Sales Tax on Garbage Residential and Commercial Service: 8.25% inside City limits, 6.25% outside City limits Residential Rate Inside City Limits: Outside City Limits: Extra- Territorial Jurisdiction: $14.35 (with recycling) $17.00 (with recycling) $17.95 (without recycling) Non - Residential Rate: Varies — Rates will be set by type, amount and frequency of service. All customers inside City limits must pay garbage. All customers outside City limits who receive City utilities and live on a City garbage route may select City garbage pickup. STORMWATER DRAINAGE FEES (EFFECTIVE 11/15/2004) All residential customers within the city limits must pay a monthly charge of $4.25. Non - residential customers within the city limits must pay $4.25 per unit (2,088 square feet) which is calculated on the total square footage of impervious cover on the property. UTILITY DEPOSIT REQUIREMENTS AND SERVICE CHARGES • Residential Deposit - $150.00 (cash, check or credit card); Will be waived with qualifying letter of credit • Non - Residential Deposit 1/6 Estimated Annual Bill (Cash, Check, Credit Card, Letter of Credit from a bank, or surety bond) • Meter Tampering Fee - $100.00 per incident ® Payment Plan Administration Fee - $20.00 (plus down payment of 20 %) • Late Payment - 10% • Returned Item Charge - $30.00 • Disconnect Service Charge for Delinquent Bill or Insufficient Check - $30.00 • After Hours Reconnect Fee - $50.00 • Meter Reread Charge at Customer's Request - $10.00 ® Temporary Service (5 days) - $60.00 • New or Transfer Account Charge - $30.00 plus $50.00 during non - business hours or same day connections • Meter Test — At Cost ® Credit Cards — Discover, Visa, and MasterCard Accepted E -4 GtownCO20 I I\GenNoLitCert May -09 -2011 110.38 AM JP Morgan Chase 1- 212 - 622.0099 1/2 OFFICIAL BID FORM Honorable Mayor and City Council City of Georgetown, Texas 101 Bust 7'h Street Georgetown, Texas 76627 Members of the City Council; May 10, 2011 Reference is made to your 0ffoiti1 Statement and Notice of Sale and Bidding Instructions, dated April 27, 2011, of 59,720,000 CITY OF QEORC3£sTOWN, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES 0T: 013LYOATION, $ERfG$ 2011, both afwhich constitute a part hereof, For our legally issued Certificates, in the aggragnle prIcupnl amount of S0,720,000, we will pity you n priers of $�Q,�0Q , ", representing /00_-96 of the par value, plus accrued interest to the date of delivery to us, Such Certlftcatos mature August 15,1n each of the years and In the amounts and interest rotes shown below: Maturity Principal interost Maturity Principal Lrtorest (August 15) Amount _ 'Ramie ( August 15) Amount Ratc 2012 $ 320,000 4 . _ ._ 2022 5 420,002 3 ,� i% 2013 495,000 _a;t .©0 / 2023 440,000 ,3 2014 505,000 /.C2 9b 2024 460,000 3.190 4 2015 525,000 6 , 00 94 2025 480,000 96 2016 540,000 ,, 00 95 2026 506,000 2017 425,000 �, 00 94 2027 525,000 3•;70 2018 435,000 2, 2x% 2028 ‘ 545,000 8.50 4e4 2,014 415,000 .9, S0% 2029 570,000 °r6 2020 435,000 02, T % 2030 600,000 CO % 2021 450,000 •,3,00 % , 2031 630,000 Lo Of the principal maturities se fforh In the table above, tarn bonds have been arvaied ea indicated la tho following table (which may htolude multiple feral bonds, ono torm bond or no torm bond it steno ie indicated). For those years which have boon combined into a term bonds, the princlpal amount shown In the table above shall be the mandatory sinking Fund redemption amounts to such years except that the amount shown in the year of the term bond maturity date shalt mature In such year. Thu term bonds created aro as Follows: Term Year of Certificates First Mandatory Maturing Redemption August 15 _../.1_(232___ a0, 30 Principal Amount Our aa1 uletion (which Is not a part of this bid) efiho Interest cost from the above is; TRU13 INTBR2ST COST Interest Rat* 96 96 The initial Certificates shall be registered In rho name of , which will, upon payment lbr the Ccrtlflaatee, be oaneelled by rite raying Agent/Registrar, The Certificates wttl than bo registered in the name of Cede 4: Co, (OTC's partnershi nominee), under tho book- entry -only system. A wire Transfer or o cashiers or cortiflod cheek to the City in the amount of $194,400 will be mode available in accordance with thu Notice of Sato mach n part hereof.. Should wo ihll or refine to make payment for the Certificates in atoordunce with the terms and condltl0ny cat t>,rth In the Notice of Sale, the prooeede of this deposit shell be retained by the City as eomplote liquidated damages against us. Please check tho box below to 4ealpnat* your Oaod Palth Deposit Qptfan, May - 09.2011 10:38 AM JP Morgan Chase 1- 212 - 622.0099 2/2 We sgroo to accept delivery of the Certificates utilizing the hook- entry.only system through DTC and make payment fbr the Initial Certificate in Immediately available funds in the Corporate Trust Division, The Bank of New York Mellon Trust Company, Dallas, Texas, not later than 9;30 AM, CDT, on May 19, 2011, or thereafter an the date the Certificates are tendered for delivery, pursuant to the terms set forth in the Notice of Sale and Bidding Instructions, It will be the obligation of the purchaser of the Certificates to Complete the DTC B lglhility Questionnaire, The undersigned agrees to complolo, execute, and deliver to the City, not later than the close of business on the business day following the award of the sale of the Certificates, a Certificate relating to the "lama price" of the Certificates in the foram and to the efbot accompanying the Notice of Bale and Bidding Instructions, with ouch changes thereto as may he aneeptable to the City. We ogres to provide In writing the laltlat reoffiertng prices and other terms, tf any, to the flinsnelei Advisor by the close of the next business day After time award. Respectfully submitted, Syndicate Members; J,1 i�wrrM� ScGvt•Y, C Warne ofPurchaser or Manager Authorized Representative Plc= chec *n o o bons below re.:ardin Good ]ia1 Deosit; Submit by Wire Transfer Submit by 13ank Ceshiur'a!Corttfad Check asszA3 C6 CLAU53 The above and forogoing bid Is hereby In all things accepted by City of Georgetown, Texas, this the 10o day of May, 2011, Mayor City of Georgetown, Texas PARITY Result Screen rage 1 oI 1 09:30:05 a.m. COST A:pcomirtg,CalendeR.r.:A Bid Results 211nMpcy., Georgetown $9,720,000 Combination Tax and Revenue Certificates of Obligation, :Series 2011 The following bids were submitted using PARITY and displayed ranked by lowest TIC. Click on the name of each bidder to see the respective bids, Bid Award* Bidder Name TIC E J.P. Morgan Securities LLC 3.214857 Raymond James & Associates, Inc: 3.249880 ii J RBC Capital Markets 3.260269 EA • Morgan Keegan 8, Co., Inc. 3.305069 E Hutchinson, Shockey, Erley & Co. 3.354791 FTN Financial Capital Markets 3.365153 TM - Piper Jaffrey 3,370281 ri Southwest Securities. Inc. 3,378042 E - BOSC, Inc: 3.403.937 ri SAMCO Cabital Markets 3.410031 FirstSouthwest - 3.428987 n Ross, Sinclaire & Associates, Inc. 3.488685 Sterne. Agee & Leach, Inc • 3.5 6 79 ' I *Awarding the Bonds to a specific bidder will provide you with the Reoffering Prices and Yields. 0 1981-20021-Deal LLC, All rights reserved, Trademarks ht-tps://www.newissuehome.i-deal.coni/Parity/asp/main.asp?frame—content&page=parityR... 5/10/2011 PARITY Bid Fono Page 1 o12 .10.vomviovo.F:: J.P. Morgan Securities | / C - New York , NY's Bid Arrn- eau MI Georgetown $9,72M`000 ' Combination Tax and Revenue Certificates of Obligation, Series 2011 For the aggregat principal amount of$Q.720.00O.0O,we will pay you $9,72O.00O.00. plus accrued interest from the date of issue to the date of delivery Maturity Date Amount $ Coupon % 08/15/2012 320k0 2.0000 0015/2013 495M 2.0000 0015C2014 505N 2I000 08/15/2015 525M 2,0000 08115/2016 540M 2.0000 08/15/2017` 425M ` 2.0000 08/15/2018 435K8 22500 08/15/2019 . 415M 2 .5000 08/15/2020 435k4 , 27500 08/15/2021 450M 3.0000 08/15/2022:' 420M 3.0000 8015/2023 440k4 3D000 08/16C2024 460M 3.0000 08/15/2025 480M` 3-2580 . 08/15/2026 . • 505k8 32500 08/15/2027 525M 3.5000 08/15/2028 545M 3.5000 08/15/2029 570K4 3.7500 08/15/2030 '`' ' 08/15/2031 1,230M 4.0000 Total Interest Cost: $3,58299888 Discount: $0.00 Net Interes Cost $3.582`988.89 TIC: 3214857 Time Last Bid Received On:05/10/2011 920:28 CDST This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and the Preliminary Official Statement, all of which are made a part hereof. Bidder: J.P. Morgan Securfties LLC, New York NY Contact; Kenneth Avila Title: Analyst Te :212-D34'7155 Fax: 212'193~4573 https://www.newissuehome,i-deal.corn/Parity/asp/main.asp?fr ame—content&page=p»ritvBi— 5/18/2011 PARITY Reoffering Page 1 of 1 <Result;< J.P. Morgan Securities LLC's Reoffering Scale Georgetown $9,720,00'O,Combination'Tax and Revenue Certificates of Obligation, Series .2011 Maturity Date Amount $ Coupon % Yield % Dollar Price Call Date 08/15/2012 320M 2.0000 0.4500 101.912 08115/2013 495M . 2.0000 0.7000' 102.882 08/15/2014 505M .2.0000 1.0000 103.178 08/15/2015 525M 2.0000 1.3000 102.877 08/15/2016 - 540M 2.0000 1.5000 102:509 08/15/2017 425M 2,0000 1.8000 101.174 08/15/2018 • 435M 2.2500 :.2.0500: 101.337 • 08/15/2019 415M 2.5000 2,3000 101.491 08/15/2020 , 435M 2.7500 2.5000 102.048 08/15/2021 ' 450M 3.0000 2.6500 102.849 08/15/2020 08/15/2022 420M 3.0000 2.8000 101.615 08/15/2020 08/15/2023 440M '3.0000 2.9500, 100.399 08/15/2020 08/15/2024. 460M ' 3.0000 .. 3 :1000 98.918 08/1.5/2025 ' 480M 3.2500 = 3.2500 100.000 08/15 /2026 5,05M 3.2500 .3.3500= * 98 :810 •08/15/2027 .....525M '3.5000 ` 3.5000 100.000 . 08/15/2028 545M , 3.5000 3.6000 98.719 08/15/2029 570M 3.7500 3.7000 100.383 08/15/2020 08/15/2030 08/15/2031 1,230M 4.0000 3.9000 100.764 08/15/2020 Accrued Interest: $14,073.14 Gross Production: $9,825,959.20 4} 1981 -2002 i -Deal LLC, RH rights reserved, Trademarks https:// v, Jww .newissuehome.i- deaLcomlParity /asp /rain. asp ?fraine =content &page- parityR... 5/10/2011