HomeMy WebLinkAboutORD 2012-23 - CO Bond Issue•H STATE OF TEXAS
COUNTY , WILLIAMSON
CITY OF GEORGETOWN I
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 REGIJLAR MEETING ON THE 24TH
DAY OF APRIL, 2012, 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
Patty Eason, Mayor Pro Tem, Councilmember District I
Troy Hellmann, Councilmember District 2
Danny Meigs, Councilmember District 3
Bill Sattler, Councilmember District 4
Pat Berryman, Councilmember District 5
Rachael Jonrowe, Councilmember District 6
Tommy Gonzalez, Councilmember District 7
and all of the persons were present, except the following absentees: none, thus constituting a
quorum. Whereupon, among other business, the following was transacted at the Meeting: a
written
OFT E CERTIFICATES; APPROVING AN OFFICIAL STATEMENT, A
PAVING AGENT/REGISTRAR AGREEMENT AND OTHER RELATED
DOCUMENTS; AWARDING T E SALE OFT E CERTIFICATES; AND
AUTHORIZING OTHER MATTERS RELATING TO 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: 7
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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
GTOWMCO\2012: OrdCert
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.
GTOWMCO\2012: OrdCert
SIGNET} ANIS SEALED the 24th day of April, 2012.
[CITY SEAL]
GTO W NAC0\2012: OrdCert
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Recitals....................................................................................................................................... 1
Section 1. RECITALS AND PURPOSE OF THE CERTIFICATES ..................................... 2
Section 2. DESIGNATION, DATE, DENOMINATIONS,
NUMBERS, AND MATURITIES OF CERTIFICATES ..................................... 2
Section3. INTEREST.......................................................................................................... 3
Section 4. CHARACTERISTICS OF THE CERTIFICATES ............................................... 4
Section 5. FORM OF CERTIFICATE.................................................................................. 7
Section 6. INTEREST AND SINKING FUND.................................................................. 15
Section7. REVENUES...................................................................................................... 16
Section 8. DEFEASANCE OF CERTIFICATES............................................................... 16
Section 9. DAMAGED, MUTILATED, LOST, STOLEN,
OR DESTROYED CERTIFICATES................................................................. 19
Section 10. CUSTODY, APPROVAL, AND REGISTRATION OF
CERTIFICATES; BOND COUNSEL'S OPINION;
CUSIP NUMBERS AND CONTINGENT INSURANCE
PROVISION, IF OBTAINED............................................................................ 19
INTEREST ON THE CERTIFICATES............................................................. 19
Section 12. SALE OF CERTIFICATES............................................................................... 20
GTOWN/CO(2012 i
Section 13. DEFAULT AND REMEDIES........................................................................... 22
Section 1.4. INTEREST EARNINGS ON CERTIFICATE PROCEEDS ............................... 24
[ r r r � c , •' a � r •' • r,
AGREEMENT, LETTER OF REPRESENTATIONS
AND OFFICIAL STATEMENT........................................................................ 24
Section 16. CONTINUING DISCLOSURE UNDERTAKING ............................................ 24
Section 17. NO RECOURSE AGAINST CITY OFFICIALS ............................................... 27
Section 18. FURTHER ACTIONS....................................................................................... 27
Section 19. INTERPRETATIONS....................................................................................... 28
Section 20. INCONSISTENT PROVISIONS....................................................................... 28
Section 21. INTERESTED PARTIES.......................................................................... 0....... 28
Section 22. INCORPORATION OF RECITALS................................................................. 28
Section 23. SEVERABILITY.............................................................................................. 28
Section24. REPEALER....................................................................................................... 29
Section 25. EFFECTIVE DATE.......................................................................................... 29
Section26. PERFECTION................................................................................................... 29
Section 27. PAYMENT OF ATTORNEY GENERAL FEE ........................................ I ........ 29
Exhibit A Paying Agent/Registrar Agreement
Exhibit B Description of Annual Financial Information
GTONVN/CO/2012 ii
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COUNTYE STATE OF TEXAS §
O
CITY OF i'
WHEREAS, the City Council of the City of Georgetown, Texas (the "City") deems it
advisable to issue certificates of obligation in the amount of $3,300,000 (the "Certificates") and
finds that the payment in whole or in part of contractual obligations is incurred or to be incurred
for: (1) acquisition of equipment and vehicles including fire trucks and public safety vehicles, (2)
acquisition of land including any necessary right-of-way in the southeast quadrant of the City for
transportation purposes and (3) 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 13, 2012, 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 21, 2012 and March 28, 2012 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.
GTOWN/C0/2012
THEREFORE,BE ORDAINED BY THE CITY COUNCILOF ;
CITY OF GEORGETOWN,
Section 1. RECITALS AND PURPOSE OFT E 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 $3,300,000 (the "Certificates"), the payment in whole or in part of contractual
obligations incurred or to be incurred for: (1) acquisition of equipment and vehicles including fire
trucks and public safety vehicles, (2) acquisition of land including any necessary right-of-way in
the southeast quadrant of the City for transportation purposes and (3) 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 ANIS REVENUE
CERTIFICATE OF OBLIGATION, SERIES 2012", and initially there shall be issued, sold, and
delivered hereunder fully registered Certificates, without interest coupons, dated April 10, 2012, 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:
YEAR
AMOUNT
YEAR
AMOUNT
2013
$ 235,000
2023
$ 95,000
2014
280.000
xx****
2015
280.000
2025
200.000
2016
290.000
2026
105.000
2017
300.000
2027
110.000
2018
150.000
2028
110,000
2019
160.000
2029
115,000
2020
160.000
2030
120,000
2021
170.000
2031
120.000
2022
175.000
2032
125.000
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.
GTOWN/CO/2012 2
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:
YEAR
RATE
YEAR
RATE
2013
1.500%
2023
2.500%
2014
2.000
****
****
2015
2.000
2025
3.000
2016
2.000
2026
3.000
2017
2.000
2027
3.000
2018
2.000
2028
3.125
2019
2.000
2029
3.125
2020
2.000
2030
3.250
2021
2.125
2031
3.250
2022
2.500
2032
3.375
Interest shall be payable in the manner provided and on the dates stated in the FORM OF
CERTIFICATE set forth in this Ordinance.
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
GTowtvcoizoi z 3
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.
(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 The City covenants with the Registered
Owners of the Certificates that at all times while the Certificates are outstanding the City will
GTowrvcazaiz 4
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 3 Q days written notice
to the Paying Agent/Registrar, to be effective at such time which will not disrupt or delay payment
on the next principal or interest payment date after such notice. In the event that the entity at any
time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method)
should resign or otherwise cease to act as such, the City covenants that promptly it will appoint a
competent and legally qualified bank, trust company, financial institution, or other agency to act as
Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar,
the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or
a copy thereof), along with all other pertinent books and records relating to the 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
GTOWN/CO/2012 5
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 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 initial
purchaser or the designees thereof asset 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 Underwriters. 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.
GTOWN/CO/2012 6
Section 5. FORM OF CERTIFICATE. The form of the Certificate, including the
form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form
of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be
attached to the Certificates initially issued and delivered pursuant to this Ordinance, shall be,
respectively, substantially as follows, with such appropriate variations, omissions or insertions as
are permitted or required by this Ordinance.
NO. R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
COUNTY OF WILLIAMSON S
CITY OF GEORGETOWN, TEXAS
COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION,
SERIES 2012
INTEREST DATE OF MATURITY
TE CERTIFICATES DATE CUSIP NO,
April 15, 2012
11711/!/ c/fiy
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, 2013, and semiannually on each February 15
and August 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, as
hereinafter defined, 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 be made in accordance with
existing arrangements between the City and the securities depository.
GTOWNICO/2012 7
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 "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 or interest payment date for this
Certificate it will make available to the Paying Agent/Registrar, from the "Interest and Sinking
Fund" created by the Ordinance, the amounts required to provide for the payment, in immediately
available funds, of all principal of and interest on the 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
GTOWN/CO/2012 8
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 April 10, 2012, authorized
in accordance with the Constitution and laws of the State of Texas in the principal amount of
$3,300,000 (the "Certificates"), the payment in whole or in part of contractual obligations incurred
or to be incurred for: (1) acquisition of equipment and vehicles including fire trucks and public
safety vehicles, (2) acquisition of land including any necessary right-of-way in the southeast
quadrant of the City for transportation purposes and (3) 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, 2021, or on any date thereafter, the Certificates of this Series maturing
on and after August 15, 2022 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, 2025 (the "Term Certificates") are
subject to mandatory sinking fund redemption by lot or other customary method prior to maturity
in the following amounts, on the following dates and at a price of par plus accrued interest to the
redemption date.
MaturingCertificates August 15, 2025
Redemption Date Principal
August! $1001000
August! $1007000*
*Final Maturity
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
Certificates plus accrued interest to the date of purchase thereof, or (3) shall have been redeemed
GTOWN/CO/2012 9
pursuant to the optional redemption provisions and not theretofore credited against a mandatory
sinking fund redemption requirement.
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; 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
Ordinance.
WITH RESPECT TO any optional redemption of the Certificates, unless certain
prerequisites to such redemption required by the 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 Ordinance, this Certificate may, at the request of the Registered Owner or the
GTOWN/CO/2012 10
assignee or assignees hereof, be assigned, transferred, converted into and 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 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 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
payment, within the limit prescribed by law, and that this Certificate, together with other
GTOVVN/C0/2012 11
obligations of the City, is additionally secured by and payable from the surplus revenues of the
City's 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 System, which amount shall not exceed $10,000 all as provided in the
Ordinance.
BY BECOMING the Registered Owner of this Certificate, the Registered Owner thereby
acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms
and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in
the official minutes and records of the City Council, and agrees that the terms and provisions of
this Certificate and the 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
(SEAL)
Mayor
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
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.
GTOWN/CO/2012 12
The Bank of New York Mellon
Trust Company, N.A.
Paying Agent/Registrar
S
Authorized Representative
MUMMMM
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.
Bated:
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.
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.
C I WXIIUVi IMIN ONDMIGIMUNIDO] 1.
I hereby certify that this Certificate has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and that this Certificate has been
registered by the Comptroller of Public Accounts of the State of Texas.
GTOWN/colzolz 13
Witness my signature and seal this
Comptroller of Public Accounts
of the State of Texas
MRMAKIg�l!Ili11 1�, i
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:
Year Amount Rate
(Information from Sections 2 and 3 to be inserted)
The City promises to pay interest on the unpaid principal amount hereof (calculated on the basis of
a 360 -day year of twelve 30 -day months) from April 15, 2012 at the respective Interest Rate per
annum specified above. Interest is payable on February 15, 2013 and semiannually on each
February 15 and August 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."
GTOWN/CO/2012 14
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 the City. The Interest and Sinking Fund shall be kept separate and apart from
all other funds and accounts of the City, and shall be used only for paying the interest on and
principal of the Certificates. All ad valorem taxes levied and collected for and on account of the
Certificates shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During
each year while any of the Certificates are outstanding and unpaid, the City Council shall compute
and ascertain a rate and amount of ad valorem tax which will be sufficient, within the limit
prescribed by law, to raise and produce the money required to pay the interest on the Certificates as
such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal
of the Certificates as such principal matures (but never less than 2% of the original amount of the
Certificates as a sinking fund each year); and the tax shall be based on the latest approved tax rolls
of the City, with full allowances being made for tax delinquencies and the cost of tax collection.
The rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against
all taxable property in the City, for each year while any of the Certificates are outstanding and
unpaid, and the tax shall be assessed and collected each such year and deposited to the credit of the
aforesaid Interest and Sinking Fund. The ad valorem taxes sufficient to provide for the payment
of the interest on and principal of the 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 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 System, with such amount not exceeding $10,000, constituting "Surplus
Revenues." The City shall deposit such Surplus Revenues to the 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 of the City 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
GTowr/CO/2012 15
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 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
GTOWN/CO/2012 16
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 bonds 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 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
GTOWNUco/2012 17
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.
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
GTowrvcoizoiz 18
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;
(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(4) of the Code (relating to advance refundings);
and
GTOWN/CO/2012 19
(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; and
(9) to assure that the proceeds of the Certificates will be used solely for new
money projects.
(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
proceeds (if any) and proceeds of the refunded bonds not 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 of the City 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
GTOWN/CO/2012 20
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
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.
Section 12. SALE OF CERTIFICATES. The Certificates are hereby sold to the
bidder whose bid produced the lowest true interest cost, pursuant to the taking of public bids
therefor, on this date, and shall be delivered to Morgan Keegan & Co. (the 'initial "Purchaser") at a
price of $3,304,999.50 (representing the par amount of the Certificates of $3,300,000 plus a
reoffering premium of $4,999.50). The Certificates shall initially be registered in the name of
Morgan Keegan & Co., Inc.
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 Bonds, including, but not limited to, their prospect
or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a
period of 60 days after notice of such default is given by any Registered Owner to the 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
agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in
GTowrvcoizoiz 21
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 Bonds or now
or hereafter existing at law or in equity; provided, however, that notwithstanding any other
provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall
not be available as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be
deemed a waiver of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Ordinance, such
Registered Owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to
a personal or pecuniary liability or charge against the officers, employees or trustees of the
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 are
further authorized to execute such agreement.
GTOWN/CO/20 t 2 22
The City confirms execution of a Blanket Issuer Letter of Representations with DTC
establishing the Book -Entry -Only System which will be utilized with respect to the Certificates.
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 initial Purchaser in final form, with such changes therein or additions
thereto as the officer executing the same may deem advisable, such determination to be
conclusively evidenced by his execution thereof. The distribution and use of the Preliminary
Official Statement dated April 10, 2012, 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 the final Official Statement
under the heading "Continuing Disclosure of Information - Annual Report.". 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) 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 Certificates:
A. Principal and interest payment delinquencies,
B. Non-payment related defaults, if material within the meaning of the federal
securities laws,
GTOWN/CO/2012 23
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 Certificates, or other events affecting
the tax-exempt status of the Certificates;
G. Modifications to rights of holders of the Certificates, if material within the
meaning of the federal securities laws;
H. Certificate calls, if material within the meaning of the federal securities
laws and tender offers;
I. Defeasances;
J. Release, substitution, or sale of property securing repayment of the
Certificates, if 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 subsection (a) of this Section by the time required by such subsection. All
documents provided to the MSRB pursuant to this Section shall be accompanied by identifying
information as prescribed by the MSRB.
(c)
Limitations
Disclaimers and
Amendments.
The City
shall be obligated
tc
observe and
perform the covenants specified in
this Section for
so long as,
but only for so long
as,
GTOWN/CO/2012 24
the City remains an "obligated person" with respect to the Certificates within the meaning of the
Rule, except that the City in any event will give notice of any deposit 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.
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
amended financial information or operating data next provided in accordance with paragraph (a) of
GTOWN/CO/2012 25
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:
WSRB" 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. NO RECOURSE AGAINST CITTA' 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 18. 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 agreement or insurance policy and the Official
Statement. In addition, prior to the initial delivery of the Certificates, the Mayor, the City
Manager or the Chief Financial Officer of the City, 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.
Section 19. 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
GTOWN/co/2012 26
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 20. 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 21. ]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 22. 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 23. 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 24. REPEALER. All orders, resolutions and ordinances, or parts thereof,
inconsistent herewith are hereby repealed to the extent of such inconsistency.
Section 25. EFFECTIVE HATE. 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 26. 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 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 27. 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
GTowiwco/2012 27
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.
GTOWN/CO/2012 28
IN ACCORDANCE WITH SECTION 1201.025, Texas Government Code, passed
and approved on the first and final reading on the 24th day of April, 2012.
ATTEST.
FA a a MIS 81 IMMARS I IN
13
ridget Chapman; City
George Garver, Mayor
City of Georgetown, Texas
GTOWN\CO\2012: Ordinance Sig Pg CO Ord
GTOWN/CO/2012 A-1
THIS AGREEMENT entered into as of April 15, 2012 (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 ofthe United
States of America (the 'Bank").
WHEREAS, the Issuer has duly authorized and provided for the issuance of its General
Obligation Bonds, Series 2012 in the aggregate principal amount of $12,500,000 and its Combination
Tax and Revenue Certificates of Obligation, Series 2012 in the aggregate principal amount of
$3,30000 (collectively) 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 10, 2012: 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:
• ' i
1011killi C.
I I 1 a a a
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."
GT0WN\C0\\GO\12: PARA
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.
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).
Section 2.01. Definitions.
For all purposes of this Agreement, except as otherwise expressly provided or unless the
context otherwise requires:
"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.
"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.
"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
Ordinances).
GTOWN\CO\\GO\12: PARA 2
"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 Ordinances.
"Registered Owner" each means the Person in whose name a Security is registered in the
Security Register.
"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.
"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 Ordinances on which the principal of a
Security is scheduled to be due and payable.
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.
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 or Redemption Date, to the Registered Owner upon surrender of the
Security to the Bank at the Bank Office.
GT0WN\C0\\GO\12: PARA 3
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.
i1 11i '`# i 1 6 1 1 ,
The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities on
the dates specified in the Ordinance.
To the extent required by the Internal Revenue Code of 1986, as amended, or the Treasury
Regulations, the Bank shall report to or cause to be reported to the Holders and the Internal Revenue
Service the amount of interest paid or the amount treated as interest accrued on the Securities which
is required to be reported by the Holders on their returns of federal income tax.
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.
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
GTOWN\CO\\GO\12: PARA 4
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.
WNHIMMENIMM FM
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.
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 ofbeing
converted into written form within a reasonable time.
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.
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.
GTOWNI\CO\\GO\I2: PARA 5
r i ' • r • r' ,
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.
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.
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.
The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care
in the performance thereof,
(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.
GTOWN\CO\\GO\I2: PARA
(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) The Bank shall maintain a copy of the Bond Register within the State of Texas.
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.
a r r
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.
GTOWN\CO\\GO\12: PARA 7
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.
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.
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.
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
GTOWN\CO\\GO\12: PARA 8
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.
hereto.
other.
This Agreement may be amended only by an agreement in writing signed by both of the parties
This Agreement may not be assigned by either party without the prior written consent of the
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.
The Article and Section headings herein are for convenience only and shall not affect the
construction hereof.
All covenants and agreements herein by the Issuer shall bind its successors and assigns,
whether so expressed or not.
1, o
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.
GTOWN\CO\\GO\12: PARA 9
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.
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.
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.
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.
1
This Agreement shall be construed in accordance with and governed by the laws of the State
of Texas.
GTOWMCO\\G0\12: PARA 10
ITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
on ! 6yaAwme
Lem
Title
GTOWN\CO\\GO\12: PARA PARA Sig Pg
Lm
Mayor
113 East 8th Street, Georgetown, Texas 78626
GTOWN\CO\\GO\12: PARA PARA Sig Pg
S
GTOWN\CO\\GO\12: PARA PARA Sch A
City of Georgetown,r+/' Combination I and Revenue Certificates
Obligation, Series 2012
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.
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.
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 information 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 -
parry 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 - 11 h Floor Dallas, TX 75201
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 IDSA 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 information 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"` Floor Dallas, TX 75201
MEL
L.j
S,.
as ...•S..a'
}t`.
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 IDSA 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 information 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"` Floor Dallas, TX 75201
CORPORATE TRU T
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 attomey(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.
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.
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 information 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 —11"i Floor Dallas, TX 75201
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 information 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 — I I�' Floor Dallas, TX 75201
Blanket Issuer Letter of Representations
(To be Completed by 13suarl
`Name of
j)epository TrustCompany
55 Water Street 50th or
••
00 0099
C
•
request Gendemen: is 'Se es) that IssuerThis lerter sets forth our understanding with. respect to sues (the curid
Ot
To induce DTC to accept the Securities as eli"rible for deposit at DTC, and to accordance
with DTCOS Rules v*rith respect to the Securides, 0 Issuer represents to DTC
• -
•. • !
ly
%ith the requirements stated in DTC's operational Arrangements, as they may be amended from
Note:
Schedule A contains statements that DTC believes
mately describe DTC, the method of effecting book -
entry truufers of securities distributed through DTC, and
CCM= related matters.
Rived and Acceptedo
.. _ R . ,.._�
(TyPLwwrite
113 E• 8th Street
(Street AddreasP
Georgeto"urns Tex -as 78621
(512) 930�3675
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 partnership 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 Iimited-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 (44I)TCC"), DTCC, in turn, is owned by a number of Direct Participants of
DTC and Members of the National Securities Clearing Corporation, Govemment Securities Clearing
Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation, (NSCC, CSCC,
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 & Pooes
highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and
Exchange Commission. More information 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 tum 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 partnerslvp 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
u
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, DTCs 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 DTCs 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).
S. 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 DTCs 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 Owriers 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/Remarketingj 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 DTCs 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.
IMJIIIORIMMM
The following information is referred to in Section 16 of this Ordinance.
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.
GTOWNI /CO12012 B -I