HomeMy WebLinkAboutORD 2012-24 - GO Bond IssueL AD.41111'rll a, 1 9 1 ► _ ► waal �
STATETHE OF .
COUNTY OF 1 !
CITY OF ! !
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 REGULAR 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 1
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
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All
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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
NOES: 0
2. A true, full and correct copy of the Ordinance passed at the Meeting described in
the above and foregoing paragraphs is attached to and follows this Certificate; that the Ordinance
has been duly recorded in the City Council's minutes of the Meeting; that the above and foregoing
paragraphs are a true, full and correct excerpt from the City Council's minutes of the Meeting
GTOWN\GO\I2: OrdCert
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.
GTOWNAG0\12: OrdCert
SIGNED AND SEALED the 24th day of April, 2012.
[CITY SEAL]
GTOWN\GO\12: OrdCert
'' � 1 1! � �• i i • C i 1IM v am Lei N WE
GTOWN\GO\ 12: Ordinance
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Preamble..................................................................................................................................... 1
Section 1. RECITALS, AMOUNT AND PURPOSE OF THE BONDS AND
VISIONSTATEMENT....................................................................................... 2
Section 2. DESIGNATION, DATE, DENOMINATIONS NUMBERS AND
MATURITIES OF BONDS................................................................................. 2
Section3. INTEREST.......................................................................................................... 2
Section 4. CHARACTERISTICS OF THE BONDS............................................................. 3
Section5. FORM OF BOND............................................................................................... 5
Section6. TAX LEVY....................................................................................................... 14
Section 7. DEFEASANCE OF BONDS............................................................................. 15
Section 8. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS..... 16
Section 9. CUSTODY, APPROVAL,, AND REGISTRATION OF BONDS;
BOND COUNSEL'S OPINION; CUSIP NUMBERS AND
CONTINGENT INSURANCE PROVISION, IF OBTAINED ........................... 17
Section 10. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THEBONDS..................................................................................................... 17
Section11. SALE OF BONDS............................................................................................. 20
Section 12. DEFAULT AND REMEDIES........................................................................... 20
Section 13. APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT,
LETTER OF REPRESENTATIONS AND OFFICIAL STATEMENT .............. 21
Section 14
Section 15
Section 16
Section 17
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CONTINUING DISCLOSURE UNDERTAKING ............................................ 22
AMENDMENT OF ORDINANCE... ................................................................. 25
NO RECOURSE AGAINST CITY OFFICIALS ............................................... 26
FURTHERACTIONS....................................................................................... 26
Section 18. INTERPRETATIONS....................................................................................... 27
Section 19, INCONSISTENT PROVISIONS....................................................................... 27
Section 20. INTERESTED PARTIES.................................................................................. 27
Section 21. INCORPORATION OF RECITALS................................................................. 27
Section 22. SEVERABILITY.............................................................................................. 27
Section 23. REPEALER....................................................................................................... 27
Section 24. EFFECTIVE DATE.......................................................................................... 28
Section25. PERFECTION................................................................................................... 28
Section 26. PAYMENT OF ATTORNEY GENERAL FEE ................................................. 28
EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT ............................................ A-1
EXHIBIT B DESCRIPTION OF ANNUAL FINANCIAL INFORMATION ...................... B -I
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Via. i • . . � i i ii: 1_,
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
CITY OF GEORGETOWN §
WHEREAS, at an election held within the City of Georgetown, Texas (the "City") on
May 14, 2011 the voters of the City authorized the City Council of the City to issue in one or
more series the bonds set forth in the proposition set forth below:
sl Ii
Shall the City Council of the City of Georgetown, Texas, be authorized to issue
the bonds of the City, in one or more series or issues, in the aggregate principal
amount of $29,500,000 with the bonds of each such series or issues, respectively,
to mature serially within not to exceed twenty-five years from their date, and to be
sold at such prices and bear interest at such rates, as shall be determined within
the discretion of the City Council, in accordance with law at the time of issuance,
for the purpose of constructing, acquiring, improving, and equipping Public
Safety Facilities for police and fire protection including operations and training
facilities, related infrastructure, parking and other related costs; and shall said
City Council be authorized to levy and cause to be assessed and collected annual
ad valorem taxes on all taxable property in the City in the amount sufficient to
pay the annual interest on said bonds and provide a sinking fund to pay the bonds
at maturity?
WHEREAS, the City Council deems it to be in the best interest of the City to issue
$1.2,500,000 of the Proposition authorization, reserving the right to issue from time to time the
remaining $17,000,000 of bonds authorized but unissued from the Proposition; and
WHEREAS, it is hereby officially found and determined that the meeting at which this
Ordinance was passed was open to the public, and public notice of the time, place and purpose of
the meeting was given, all as required by Chapter 551, Texas Government Code.
NOW, THEREFORE, ORDAINED 1 1E CITY COUNCIL OF
GEORGETOWN,
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Section 1. RECITALS, AMOUNT AND PURPOSE OF THE BONDS AND
VISION STATEMENT. (a) Recitals, Amount and Purpose. The recitals set forth in the
preamble hereof are incorporated herein and shall have the same force and effect as if set forth in
this section. The Bond or Bonds of the City are hereby authorized to be issued pursuant to
Chapter 1331, Texas Government Code, as amended and delivered in the aggregate principal
amount of $12,500,000 to construct, improve and equip public safety facilities for police and fire
protection including operations and training facilities, related infrastructure, parking and other
related costs and to pay the costs associated with the issuance of the Bonds as further set forth in
the preamble to this Ordinance.
(b) Vision Statement. The City Council hereby finds that the enactment of this
Ordinance and issuance of the Bonds complies with the Vision Statement of the City.
Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS AND
MATURITIES OF BONDS. Each bond issued pursuant to this Ordinance shall be designated:
"°CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION BOND, SERIES 2012"
and initially there shall be issued, sold, and delivered hereunder fully registered bonds, without
interest coupons, dated April 15, 2012, in the respective denominations and principal amounts
hereinafter stated, numbered consecutively from R-1 upward (except the Initial Bond submitted
to the Attorney General of the State of Texas which will be numbered T-1), payable to the
respective initial registered owners thereof (as designated in Section 11 hereof), or to the
registered assignee or assignees of the Bonds or any portion or portions thereof (in each case, the
"Registered Owner"), and the Bonds 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:
YEARS
AMOUNTS
YEARS
AMOUNTS
2014
$345,000
2026
$ 515,000
2015
360,000
****
****
2016
370,000
2028
1,085,000
2017
385,000
****
****
2018
395,000
2030
13160,000
2019
410,000
****
****
2020
425,000
2032
1,240,000
2021
440,000
****
****
2022
450,000
2034
113201000
2023
465,000
****
****
2024
485,000
****
****
2025
500,000
2037
27150,000
The term "Bonds" as used in this Ordinance shall mean and include collectively the bonds
initially issued and delivered pursuant to this Ordinance and all substitute bonds exchanged
therefor, as well as all other substitute bonds and replacement bonds issued pursuant hereto, and
the term 'Bond" shall mean any of the Bonds.
Section 3. INTEREST. The Bonds scheduled to mature during the years,
respectively, set forth below shall bear interest from the dates specified in the FORM OF BOND
set forth in this Ordinance to their respective dates of maturity at the following rates per annum:
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YEARS
RATES
YEARS
RATES
2014
2015
2016
1.500%
1.500
1.500
2026
****
2028
3.000%
****
3.000
2017
3.000
****
****
2018
3.000
2030
3.250
2019
3.000
****
****
2020
2.000
2032
3.375
2021
2.125
****
****
2022
2.500
2034
3.500
2023
3.000
****
****
2024
2025
3.000
3.000
****
2037
****
3.625
Interest shall be payable in the manner provided and on the dates stated in the FORM OF BOND
set forth in this Ordinance.
Section 4. CHARACTERISTICS OF THE BONDS. (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, National Association in Dallas, Texas (the "Paying
Agent/Registrar") books or records for the registration of the transfer, conversion and exchange
of the Bonds (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 within three days of
presentation in due and proper form. The Paying Agent/Registrar shall obtain and record in the
Registration Books the address of the Registered Owner of each Bond to which payments with
respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each
Registered Owner to notify the Paying Agent/Registrar in writing of the address to which
payments shall be mailed, and such interest payments shall not be mailed unless such notice has
been given. The 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 a copy of the
Registration Books available in 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 Bond or Bonds. Registration of assignments,
transfers, conversions and exchanges of Bonds shall be made in the manner provided and with
the effect stated in the FORM OF BOND set forth in this Ordinance. Each substitute Bond shall
bear a letter and/or number to distinguish it from each other Bond.
Except as provided in Section 4(c) hereof, an authorized representative of the Paying
Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the Bond,
and no such Bond shall be deemed to be issued or outstanding unless such Bond is so executed.
The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for
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conversion and exchange. No additional orders, 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 Bond or portion thereof, and the Paying Agent/Registrar shall
provide for the printing, execution, and delivery of the substitute Bonds in the manner prescribed
herein, and the Bonds shall be of type composition printed on paper with lithographed or steel
engraved borders of customary weight and strength. Pursuant to Chapter 1206, Texas
Government Code, as amended, and particularly Subchapter B thereof, the duty of conversion
and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and,
upon the execution of the Bond, the converted and exchanged Bond shall be valid, incontestable,
and enforceable in the same manner and with the same effect as the Bonds which initially were
issued and delivered pursuant to this Ordinance, approved by the Attorney General, and
registered by the Comptroller of Public Accounts.
(b) Payment of Bonds 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 Bonds,
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 Bonds, and of all
conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this
Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and
for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record
Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of
such interest have been received from the 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 (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 Bonds (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Bonds to be payable only to the Registered
Owners thereof, (ii) may be transferred and assigned, (iii) may be converted and exchanged for
other Bonds, (iv) shall have the characteristics, (v) shall be signed, sealed, executed and
authenticated, (vi) the principal of and interest on the Bonds shall be payable, and (vii) shall be
administered and the Paying Agent/Registrar and the City shall have certain duties and
responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as
required or indicated, in the FORM OF BOND set forth in this Ordinance. The Bonds initially
issued and delivered pursuant to this Ordinance are not required to be, and shall not be,
authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in conversion of
and exchange for any Bond or Bonds issued under this Ordinance the Paying Agent/Registrar
shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION BOND, in the form
set forth in the FORM OF BOND.
(d) Substitute Paying Agent/Registrar. The City covenants with the Registered
Owners of the Bonds that at all times while the Bonds are outstanding the City will provide a
competent and legally qualified bank, trust company, financial institution, or other agency to act
as and perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and
that the Paying Agent/Registrar will be one entity. The City reserves the right to, and may, at its
GTOWN\GO\12: Ordinance 4
option, change the Paying Agent/Registrar upon not less than 30 days written notice to the
Paying Agent/Registrar, to be effective at such time which will not disrupt or delay payment on
the next principal or interest payment date after such notice. In the event that the entity at any
time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method)
should resign or otherwise cease to act as such, the City covenants that promptly it will appoint a
competent and legally qualified bank, trust company, financial institution, or other agency to act
as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying
Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the
Registration Books (or a copy thereof), along with all other pertinent books and records relating
to the Bonds, 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 Bonds, 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 Bonds issued in exchange for the Bonds initially
issued as provided in Section 4(h) shall be issued in the form of a separate single fully registered
Bond for each of the maturities thereof registered in the name of Cede & Co., as nominee of The
Depository Trust Company of New York ("DTC") and except as provided in subsection (f)
hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of
DTC.
With respect to Bonds 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 Bonds. 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 Bonds, (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 Bonds, 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 or interest on the Bonds. 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
Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose
of payment of principal of and interest, with respect to such Bond, for the purposes of registering
transfers with respect to such Bond, and for all other purposes of registering transfers with
respect to such Bonds, and for all other purposes whatsoever. The Paying Agent/Registrar shall
pay all principal of and interest on the Bonds only to or upon the order of the respective
Registered Owners, as shown in the Registration Books as provided in this Ordinance, or their
respective attorneys duly authorized in writing, and all such payments shall be valid and
effective to fully satisfy and discharge the City's obligations with respect to payment of principal
GTOWN\GO\ 12: Ordinance 5
of and interest on the Bonds to the extent of the sum or sums so paid. No person other than a
Registered Owner, as shown in the Registration Books, shall receive a Bond evidencing the
obligation of the City to make payments of principal, and interest pursuant to this Ordinance.
Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in
this Ordinance with respect to interest checks 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 Bond, 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 Bonds to such successor securities depository or (ii) notify DTC and DTC Participants
of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC
Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no
longer be restricted to being registered in the Registration Books in the name of Cede & Co., as
nominee of DTC, but may be registered in the name of the successor securities depository, or its
nominee, or in whatever name or names the Registered Owner transferring or exchanging Bond
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 Bond is registered in the name of Cede & Co., as nominee of
DTC, all payments with respect to principal of, and interest on such Bond and all notices with
respect to such Bond shall be made and given, respectively, in the manner provided in the Letter
of Representations of the City to DTC.
(h) DTC Blanket Letter of Representations. 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 Bonds.
(i) Cancellation of Initial Bond. On the closing date, one Initial Bond representing
the entire principal amount of the Bonds, payable in stated installments to the order of the
purchaser of the Bonds or its designee set forth in Section 11 of this Ordinance, executed by
manual or facsimile signature of the Mayor or Mayor Pro -tem and City Secretary, approved by
the Attorney General of Texas, and registered and manually signed by the Comptroller of Public
Accounts of the State of Texas, will be delivered to such initial purchaser set forth in Section I 1
of this Ordinance or its designee. Upon payment for the Initial Bond, the Paying Agent/Registrar
shall cancel the Initial Bond and deliver to DTC on behalf of such purchaser one registered
definitive Bond for each year of maturity of the Bonds, in the aggregate principal amount of all
the Bonds for such maturity.
Section 5m FORM OF BOND. The form of the Bond, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment, the form of initial Bond
and the form of Registration Certificate of the Comptroller of Public Accounts of the State of
GTOWN\GO\I2: Ordinance 6
Texas to be attached to the Bonds initially issued and delivered pursuant to this Ordinance, shall
be, respectively, substantially as follows, with such appropriate variations, omissions, or
insertions as are permitted or required by this Ordinance including any reproduction of an
opinion of counsel and information regarding the issuance of any bond insurance policy.
1�►'II-Y��:y r:7_T111
WfTf 1 !
COUNTYSTATE OF TEXAS
WILLIAMSON
CITY OF GEORGETOWN, EX.
GENERAL OBLIGATION ! 1
SERIES 2012
April 15, 2012
!
ON THE MATURITY DATE specified above, GEORGETOWN, TEXAS (the
"City"), being a political subdivision of the State of Texas, hereby promises to pay to the
Registered Owner set forth above, or registered assigns (hereinafter called the "Registered
Owner") the principal amount set forth above, and to pay interest thereon from April 15, 2012,
on February 15, 2013 and semiannually thereafter on each February 15 and August 15 to the
maturity date specified above, or the date of redemption prior to maturity, at the interest rate per
annum specified above calculated on the basis of a 360 -day year of twelve 30 -day months;
except that if this Bond is required to be authenticated and the date of its authentication is later
than the first Record Date (hereinafter defined), such principal amount shall bear interest from
the interest payment date next preceding the date of authentication, unless such date of
authentication is after any Record Date but on or before the next following interest payment date,
in which case such principal amount shall bear interest from such next following interest
payment date; provided, however, that if on the date of authentication hereof the interest on the
Bond or Bonds, if any, for which this Bond is being exchanged or converted from is due but has
not been paid, then this Bond shall bear interest from the date to which such interest has been
paid in full. Notwithstanding the foregoing, during any period in which ownership of the Bonds
is determined only by a book entry at a securities depository for the Bonds, 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.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of
the United States of America, without exchange or collection charges. The principal of this
Bond shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond
GTOWN\GO\12: Ordinance 7
at maturity or upon the date fixed for its redemption prior to maturity, at The Bank of New York
Mellon Trust Company, N.A., (the "Paying Agent/Registrar") at their office for payment in
Dallas, Texas (the 'Designated Payment/Transfer Office"). The payment of interest on this Bond
shall be made by the Paying Agent/Registrar to the Registered Owner hereof on each interest
payment date by check or draft, dated as of such interest payment date, drawn by the Paying
Agent/Registrar on, and payable solely from, funds of the City required by the ordinance
authorizing the issuance of this Bond (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 close
of business on the last business day of the month next 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 Bond appearing on the Registration Books at the close of business on
the last business day next preceding the date of mailing of such notice.
DURING ANY PERIOD in which ownership of the Bonds is determined only by a book
entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity
and bearing the same interest rate are to be redeemed, the particular Bonds 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 as provided herein shall be paid to the
Registered Owner upon presentation and surrender of this Bond for payment at the Designated
Payment/Transfer Office of the Paying Agent/Registrar. The City covenants with the Registered
Owner of this Bond that on or before each payment date for this Bond 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 Bonds, when due.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where the
principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day 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 BOND
is one of
a series of Bonds dated
April 15, 2012, authorized in accordance
with the Constitution
and laws
of the State of Texas in
the principal amount of $12,500,000 TO
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ON AUGUST 15, 2021, or on any date thereafter, the Bonds 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 from time to time 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 Bonds,
or a portion thereof, within such maturity to be redeemed (provided that a portion of a Bond
may be redeemed only in an integral multiple of $5,000).
THE BONDS maturing on August 15, 2028, August 15, 2030, August 15, 2032, August
15, 2034 and August 15, 2037 (the "Term Bonds") 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.
Bonds 1
Redemption Date Principal •. i
August! !!!
August/ $550;000*
*Final Maturity
Bonds 2030
RedemptionDate Principal Amon
August! • $570NO
Augusti i $590PO*
*Final Maturity
Bonds
Redemption Date Principal
Augusti $6101000
August!32* $6305000
*Final Maturity
GTOWN\GO\12: Ordinance 9
Bonds Maturin•August
1-kedemption Date Principal Amouffif
August$650X0
August 15, 2034* $67000*
*Final Maturity
Bonds Maturing August 15, 2037
Redemption Bate Principal Amount
August 15, 2035 $6957000
August 15, 2036 $715,000
August 15, 2037* $740,000*
*Final Maturity
THE PRINCIPAL AMOUNT of the Term Bonds 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 Bonds 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 Bonds plus accrued interest to the date of
purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have
been purchased and canceled by the Paying Agent/Registrar at the request of the City with
monies in the Interest and Sinking Fund at a price not exceeding the principal amount of the
Term Bonds plus accrued interest to the date of purchase thereof, or (3) shall have been
redeemed pursuant to the optional redemption provisions and not theretofore credited against a
mandatory sinking fund redemption requirement.
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 Bond 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 Bonds. By the date fixed for any such
redemption due provision shall be made with the Paying Agent/Registrar for the payment of the
required redemption price for the Bonds or portions thereof which are to be so redeemed. If due
provision for such payment is made, all as provided above, the Bonds 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 Bonds shall be redeemed a substitute Bonds or Bonds having the same
maturity date, bearing interest at the same rate, in any denomination or denominations in any
integral multiple of $5,000, at the written request of the Registered Owner, and in aggregate
principal amount equal to the unredeemed portion thereof, will be issued to the Registered
GTO WN\GOU 2: Ordinance 10
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 Bonds, 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 Bonds 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 Bonds and the Paying Agent/Registrar shall give notice, in the
manner in which the notice of redemption was given, to the effect that the Bonds have not been
redeemed.
ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in the
Ordinance, this Bond, or any unredeemed portion hereof, may, at the request of the Registered
Owner or the assignee or assignees hereof, be assigned, transferred, converted into and
exchanged for a like aggregate principal amount of fully registered Bonds, without interest
coupons, payable to the appropriate Registered Owner, assignee or assignees, as the case may be,
having the same denomination or denominations in any integral multiple of $5,000 as requested
in writing by the appropriate Registered Owner, assignee or assignees, as the case may be, upon
surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the
form and procedures set forth in the Ordinance. Among other requirements for such assignment
and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar,
together with proper instruments of assignment, in form and with guarantee of signatures
satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or
portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or
names this Bond or any such portion or portions hereof is or are to be registered. The form of
Assignment printed or endorsed on this Bond may be executed by the Registered Owner to
evidence the assignment hereof, but such method is not exclusive, and other instruments of
assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of
this Bond or any portion or portions hereof from time to time by the Registered Owner. The
Paying Agent/Registrar's reasonable standard or customary fees and charges for assigning,
transferring, converting and exchanging any Bond or portion thereof will be paid by the 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 during the period commencing on
the close of business on any Record Date and ending with the opening of business on the next
following principal or interest payment date.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or
transferring this Bond shall be modified to require the appropriate person or entity to meet the
GTO%VN\GO\ 12: Ordinance -11
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 Bonds 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 Bonds.
IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and
validly authorized, issued, and delivered; that all acts, conditions, and things required or proper
to be performed, exist, and be done precedent to or in the authorization, issuance, and delivery of
this Bond have been performed, existed, and been done in accordance with law; and that ad
valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond,
as such interest comes due, and as such principal matures, have been levied and ordered to be
levied against all taxable property in the City, and have been pledged for such payment, within
the limit prescribed by law.
BY BECOMING the Registered Owner of this Bond, 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 governing body of the City, and agrees that the terms and
provisions of this Bond and the Ordinance constitute a contract between each Registered Owner
hereof and the City.
IN WITNESS WHEREOF, the City has caused this Bond 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 and has caused the official seal of the City to be duly impressed,
or placed in facsimile, on this Bond.
City Secretary
[CITY SEAL]
Mayor
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Ordinance
described in the text of this Bond; and that this Bond has been issued in conversion or
replacement of, or in exchange for, a Bond, Bonds, or a portion of a Bond or Bonds of a Series
GTOWN\G0\I2: Ordinance 12
which originally was approved by the Attorney General of the State of Texas and registered by
the Comptroller of Public Accounts of the State of Texas.
Dated
THE BANK OF i.
MELLON TRUST COMPANY,
NATIONAL is
1"aying Agent/Registrar
By
Authorized Representative
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer
Identification Number of Transferee
(Please print or typewrite name and address,
including zip code, of Transferee)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer of the
within Bond on the books kept for registration thereof, with full power of substitution in the
premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be
GT0WN\G0\12: Ordinance 13
NOTICE: The signature above
guaranteed by a member firm of
the New York Stock Exchange or
a commercial bank or trust company.
must correspond with the name
of the Registered Owner as it
appears upon the front of this
Bond in every particular, with-
out alteration or enlargement
or any change whatsoever.
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity, and approved
by the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
[COMPTROLLER'S SEAL]
Comptroller of Public Accounts
of the State of Texas
• ! •
The Initial Bond shall be in the form set forth in this Section, except that:
A. immediately under the name of the Bond, the headings "INTEREST RATE" and
"MATURITY DATE" shall both be completed with the words "As shown below" and
"CUSIP NO." shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"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:
Years
Amounts
Rates
(Information from Sections 2 and 3 to be inserted)
The
City
promises
to
pay interest on the unpaid principal amount
hereof
(calculated on the
basis
of a
360 -day
year
of
twelve 30 -day
months) from April 15, 2012
at the
respective Interest
Rate
GTOWN\GO\12: Ordinance 14
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 Bond is required to be authenticated and the date of its
authentication is later than the first Record Date (hereinafter defined), such principal amount
shall bear interest from the interest payment date next preceding the date of authentication,
unless such date of authentication is after any Record Date but on or before the next following
interest payment date, in which case such principal amount shall bear interest from such next
following interest payment date; provided, however, that if on the date of authentication hereof
the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has
not been paid, then this Bond shall bear interest from the date to which such interest has been
paid in full."
C. The initial Bond shall be numbered "7-1."
Section 6. TAX LEVY. (a) Payment of the Bonds. A special Interest and Sinking
Fund (the "Interest and Sinking Fund") is hereby created solely for the benefit of the Bonds, and
the Interest and Sinking Fund 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 Bonds. All ad valorem taxes levied and collected for and on account of the
Bonds shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During
each year while any of the Bonds or interest thereon are outstanding and unpaid, the governing
body of the City shall compute and ascertain a rate and amount of ad valorem tax which will be
sufficient to raise and produce the money required to pay the interest on the Bonds as such
interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of
the Bonds as such principal matures (but never less than 2% of the original principal amount of
the Bonds as a sinking fund each year); and the tax shall be based on the latest approved tax rolls
of the City, with full allowance 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 Bonds or interest thereon
are outstanding and unpaid; and the tax shall be assessed and collected each such year and
deposited to the credit of the Interest and Sinking Fund. The ad valorem taxes sufficient to
provide for the payment of the interest on and principal of the Bonds, 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 Bonds shall be deposited in the Interest and Sinking Fund.
Section 7. DEFEASANCE OF BONDS (a) Any Bond and the interest thereon shall
be deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning
of this Ordinance, except to the extent provided in subsections (c) and (e) of this Section, when
payment of the principal of such Bond, plus interest thereon to the due date or dates (whether
such due date or dates be by reason of maturity, upon redemption, or otherwise) either (i) shall
have been made or caused to be made in accordance with the terms thereof (including the giving
of any required notice of redemption or the establishment of irrevocable provisions for the giving
of such notice) or (ii) shall have been provided for on or before such due date by irrevocably
depositing with or making available to the Paying Agent/Registrar or an eligible trust company
or commercial bank for such payment (1) lawful money of the United States of America
sufficient to make such payment, (2) Defeasance Securities, certified by an independent public
GTOWMG0\12: Ordinance 15
accounting firm of national reputation to mature as to principal and interest in such amounts and
at such times as will ensure the availability, without reinvestment, of sufficient money to provide
for such payment and when proper arrangements have been made by the City with the Paying
Agent/Registrar or an eligible trust company or commercial bank for the payment of its services
until all Defeased Bonds shall have become due and payable or (3) any combination of (1) and
(2). At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid,
such Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the
benefits of, the 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 Bond
as aforesaid when proper notice of redemption of such Bonds shall have been given or upon the
establishment of irrevocable provisions for the giving of such notice, in accordance with this
Ordinance. Any money so deposited with the Paying Agent/Registrar or an eligible trust
company or commercial bank as provided in this Section may at the discretion of the City also be
invested in Defeasance Securities, maturing in the amounts and at the times as hereinbefore set
forth, and all income from all Defeasance Securities in possession of the Paying Agent/Registrar
or an eligible trust company or commercial bank pursuant to this Section which is not required
for the payment of such Bond and premium, if any, and interest thereon with respect to which
such money has been so deposited, shall be remitted to the City.
(c) Notwithstanding any provision of any other Section of this Ordinance which may be
contrary to the provisions of this Section, all money or Defeasance Securities set aside and held
in trust pursuant to the provisions of this Section for the payment of principal of the Bonds and
premium, if any, and interest thereon, shall be applied to and used solely for the payment of the
particular Bonds 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 Bonds shall have
become due and payable, the Paying Agent/Registrar shall perform the services of Paying
Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the City
shall make proper arrangements to provide and pay for such services as required by this
Ordinance.
(d) Notwithstanding anything elsewhere in this Ordinance, if money or Defeasance
Securities have been deposited or set aside with the Paying Agent/Registrar or an eligible trust
company or commercial bank pursuant to this Section for the payment of Bonds and such Bonds
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 Bond affected thereby.
(e) Notwithstanding the provisions of subsection (a) immediately above, to the extent
that, upon the defeasance of any Defeased Bond to be paid at its maturity, the City retains the
right under Texas law to later call that Defeased Bond for redemption in accordance with the
provisions of this Ordinance, the City may call such Defeased Bond 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 Bond as though it was being
defeased at the time of the exercise of the option to redeem the Defeased Bond and the effect of
the redemption is taken into account in determining the sufficiency of the provisions made for
the payment of the Defeased Bond.
GTOWN\GO\I2: Ordinance 16
As used herein, 'Defeasance Securities" means (i) Federal Securities, (ii) noncallable
obligations of an agency or instrumentality of the United States of America, including
obligations that are unconditionally guaranteed or insured by the agency or instrumentality and
that, on the date the City adopts or approves proceedings authorizing the issuance of refunding
bonds or otherwise provide for the funding of an escrow to effect the defeasance of the Bonds
are rated as to investment quality by a nationally recognized investment rating firm not less than
"AAA" or its equivalent, (iii) noncallable obligations of a state or an agency or a county,
municipality, or other political subdivision of a state that have been refunded and that, on the
date the City adopts or approves proceedings authorizing the issuance of refunding bonds or
otherwise provide for the funding of an escrow to effect the defeasance of the Bonds, 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 Bonds.
"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 S• DAMAGED, MUT11LATED, LOST, STOLEN, OR DESTROYED
BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated,
lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and
delivered, a new Bond of the same principal amount, maturity, and interest rate, as the damaged,
mutilated, lost, stolen, or destroyed Bond, in replacement for such Bond in the manner
hereinafter provided.
(b) Application for Replacement Bonds. Application for replacement of damaged,
mutilated, lost, stolen, or destroyed Bonds shall be made by the Registered Owner thereof to the
Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the Registered
Owner applying for a replacement bond shall furnish to the 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 Bond, 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 Bond, as
the case may be. In every case of damage or mutilation of a Bond, the Registered Owner shall
surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in
the event any such Bond shall have matured, and no default has occurred which is then
continuing in the payment of the principal of, redemption premium, if any, or interest on the
Bond, the City may authorize the payment of the same (without surrender thereof except in the
case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security
or indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement
Bond, the Paying Agent/Registrar shall charge the Registered Owner of such Bond with all legal,
printing, and other expenses in connection therewith. Every replacement Bond issued pursuant
GTOWN\GO\ ] 2: Ordinance 17
to the provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed
shall constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed
Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the
benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued
under this Ordinance.
(e) Authority for Issuing Replacement Bonds. In accordance with Subchapter B of
Texas Government Code, Chapter 1206, this Section of this Ordinance shall constitute authority
for the issuance of any such replacement Bond without necessity of further action by the
governing body of the City or any other body or person, and the duty of the replacement of such
Bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying
Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with the
effect, as provided in Section 4(a) of this Ordinance for Bonds issued in conversion and
exchange for other Bonds.
Section 9. CUSTODY, APPROVAL.,, AND REGISTRATION OF BONDS;
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 Bonds initially issued and delivered hereunder and all necessary records and proceedings
pertaining to the Bonds pending their delivery and their investigation, examination, and approval
by the Attorney General of the State of Texas, and their registration by the Comptroller of Public
Accounts of the State of Texas. Upon registration of the Bonds the Comptroller of Public
Accounts (or a deputy designated in writing to act for the Comptroller) shall manually sign the
Comptroller's Registration Certificate attached to such Bonds, and the seal of the 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 Bonds issued and delivered under this Ordinance, but neither shall have any legal
effect, and shall be solely for the convenience and information of the Registered Owners of the
Bonds. In addition, if bond insurance or other credit enhancement is obtained, the Bonds may
bear an appropriate legend.
Section 10. COVENANTS REGARDING TAX EXEMPTION OF INTEREST
ON THE BONDS. (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 Bonds 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 Bonds or the projects financed or refinanced 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 of the Bonds or the
projects financed or refinanced therewith are so used, such amounts, whether or not
received by the City, with respect to such private business use, do not, under the terms of
this Ordinance or any underlying arrangement, directly or indirectly, secure or provide
for the payment of more than 10 percent of the debt service on the Bonds, in
contravention of section 141(b)(2) of the Code;
GTOWN\GO\12: Ordinance 18
(2) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the
Refunded Obligations or the projects financed or refinanced 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 Bonds (less amounts deposited into a
reserve fund, if any) is directly or indirectly used to finance loans to persons, other than
state or local governmental units, in contravention of section 141(c) of the Code;
(4) to refrain from taking any action which would otherwise result in the
Bonds 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 Bonds being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds 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 Bonds, other than investment property
acquired with --
(A)
proceeds of the
Bonds invested for
a reasonable
temporary period
of 3 years or
less or, in the case
of a refunding bond,
for a period
of 90 days,
(B) amounts invested in a bona fide debt service fund, within the
meaning of section 1.148-1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or
replacement fund to the extent such amounts do not exceed 10 percent of the
proceeds of the Bonds;
(7) to otherwise restrict the use of the proceeds of the Bonds or amounts
treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the
extent applicable, section 149(d) of the Code (relating to advance refundings); and
(8) to pay to the United States of America at least once during each five-year
period (beginning on the date of delivery of the Bonds) an amount that is at least equal to
90 percent of the 'Excess Earnings," within the meaning of section 148(f) of the Code
and to pay to the United States of America, not later than 60 days after the Bonds have
been paid in full, 100 percent of the amount then required to be paid as a result of Excess
Earnings under section 148(f) of the Code; and
GTOWN\GOU 2: Ordinance 19
(9) to assure that the proceeds of the Bonds 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 bondholders. The Rebate Fund is established for the additional purpose of
compliance with section 148 of the Code.
(c) Proceeds. The City understands that the term "proceeds" includes "disposition
proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred
proceeds (if any) and proceeds of the refunded bonds not expended prior to the date of issuance
of the Bonds. 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
Bonds, 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 Bonds 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 Bonds, 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 Bonds
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
Bonds. 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 Internal Revenue Code. The City recognizes that in
order for the proceeds to be considered used for the reimbursement of costs, the proceeds must
be allocated to expenditures within 18 months of the later of the date that (1) the expenditure is
made, or (2) the Project is completed; but in no event later than three years after the date on
which the original expenditure is paid. The foregoing notwithstanding, the City recognizes that
in order for proceeds to be expended under the Internal Revenue Code, the sale proceeds or
investment earnings must be expended no more than 60 days after the earlier of (1) the fifth
anniversary of the delivery of the Bonds, or (2) the date the Bonds are retired. The City agrees to
obtain the advice of nationally -recognized bond counsel if such expenditure fails to comply with
the foregoing to assure that such expenditure will not adversely affect the tax-exempt status of
the Bonds. For purposes hereof, the City shall not be obligated to comply with this covenant if it
obtains an opinion that such failure to comply will not adversely affect the excludability for
federal income tax purposes from gross income of the interest.
GTOWAT\GO\12: Ordinance 20
(e) Disposition of Project. The City covenants that the property constituting the
projects financed or refinanced with the proceeds of the Bonds 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 Bonds. For purposes of the
foregoing, the portion of the property comprising personal property and disposed in the ordinary
course shall not be treated as a transaction resulting in the receipt of cash or other compensation.
For purposes hereof, the City shall not be obligated to comply with this covenant if it obtains an
opinion that such failure to comply will not adversely affect the excludability for federal income
tax purposes from gross income of the interest.
Section 11. SALE OF BONDS. The Bonds are hereby awarded and 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 BOSC, Inc. (the initial "Purchaser") at a price of
$12,504,715.45 (representing the par amount of the Bonds of $12,500,000 plus a reoffering
premium of $4,715.45). The Bonds shall initially be registered in the name of BOSC, Inc.
Section 12. DEFAULT AND REMEDIES. (a) Events of Default. Each of the
following occurrences or events for the purpose of this Ordinance is hereby declared to be an
Event of Default:
(i) the failure to make payment of the principal of or interest on any of the
Bonds when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement
or obligation of the 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 violation of any right of the Registered Owners hereunder or any combination of such
remedies.
(ii)
It is provided that all such proceedings
shall
be instituted and maintained
for the equal
benefit of all
Registered Owners of Bonds
then
outstanding.
GTOWN\GO\12: Ordinance 21
(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 13. APPROVAL, OF PAYING AGENUREGISTRAR 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 of the City are hereby authorized to amend, complete or modify such agreement as
necessary and are further authorized to execute such agreement.
The City hereby approves the form and content of the Notice of Sale and Preliminary
Official Statement and Official Statement relating to the Bonds and any addenda, supplement or
amendment thereto, and approves the distribution of such Official Statement in the reoffering of
the Bonds 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 14. 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 13 of this Ordinance, being the information described in the final Official
GTOWN\GO\12: Ordinance 22
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 Bonds:
A. Principal and interest payment delinquencies;
B. Non-payment related defaults, if material within the meaning of the
federal securities laws;
C. Unscheduled draws on debt service reserves reflecting financial
difficulties;
D. Unscheduled draws on credit enhancements reflecting financial
difficulties;
E. Substitution of credit or liquidity providers, or their failure to perform;
F. Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax-exempt status of the Bonds, or other events affecting the
tax-exempt status of the Bonds;
G. Modifications to rights of holders of the Bonds, if material within the
meaning of the federal securities laws;
GTOVVN\GO\ 12: Ordinance 23
H. Bond 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 Bonds,
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 to
observe and perform the covenants specified in this Section for so long as, but only for so long
as, the City remains an "obligated person" with respect to the Bonds within the meaning of the
Rule, except that the City in any event will give notice of any deposit made in accordance with
Section 7 of this Ordinance that causes the Bonds no longer to be outstanding.
The provisions of this Section are for the sole benefit of the holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or
any legal or equitable right, remedy, or claim hereunder to any other person. The 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 Bonds at any future date.
• • • :• t t' • 1 ' • • ' .; ••
GTOWN\GO\12: Ordinance 24
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE WHETHER NEGLIGENT OR WITHOUT FAULT ON PART, if
COVENANT SPECIFIED ISECTION,BUT EVERY RIGHT AND REMEDY
ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR A14NDAMUS OR SPECIFIC
PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
comprise a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Should the Rule be amended to obligate the City to make filings with or provide notices
to entities other than the MSRB, the City hereby agrees to undertake such obligation with respect
to the Bonds 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 Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account
any amendments or interpretations of the Rule since such offering as well as such changed
circumstances and (2) either (a) the 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 Bonds 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
Bonds. 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 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 Bonds in the
primary offering of the Bonds.
(d) Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
GTOWN\GO\I2: Ordinance 25
Section 15. AMENDMENT OF ORDINANCE. The City hereby reserves the right
to amend this Ordinance subject to the following terms and conditions, to -wit:
(a) The City may from time to time, without the consent of any holder, except as
otherwise required by paragraph (b) below, amend or supplement this Ordinance in order to (i)
cure any ambiguity, defect or omission in this Ordinance that does not materially adversely
affect the interests of the holders, (ii) grant additional rights or security for the benefit of the
holders, (iii) add events of default as shall not be inconsistent with the provisions of this
Ordinance and that shall not materially adversely affect the interests of the holders, (iv) qualify
this Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions
of federal laws from time to time in effect, (v) obtain insurance or ratings on the Bonds, (vi)
obtain the approval of the Attorney General of the State Texas, or (vii) make such other
provisions in regard to matters or questions arising under this Ordinance as shall not be
inconsistent with the provisions of this Ordinance and that shall not in the opinion of the City's
Bond Counsel materially adversely affect the interests of the holders.
(b) Except as provided in paragraph (a) above, the holders of Bonds aggregating in
principal amount 51% of the aggregate principal amount of then outstanding Bonds that are the
subject of a proposed amendment shall have the right from time to time to approve any
amendment hereto that may be deemed necessary or desirable by the City; provided, however,
that without the consent of 100% of the holders in aggregate principal amount of the then
outstanding Bonds, nothing herein contained shall permit or be construed to permit amendment
of the terms and conditions of this Ordinance or in any of the Bonds so as to:
(1) Make any change in the maturity of any of the outstanding Bonds;
(2) Reduce the rate of interest borne by any of the outstanding Bonds;
(3) Reduce the amount of the principal of, or redemption premium, if any,
payable on any outstanding Bonds;
(4) Modify the terms of payment of principal or of interest or redemption
premium on outstanding Bonds or any of them or impose any condition with
respect to such payment; or
(5) Change the minimum percentage of the principal amount of any series of
Bonds necessary for consent to such amendment.
(c) If at any time the City shall desire to amend this Ordinance under this Section, the
City shall send by U. S. mail to each registered owner of the affected Bonds a copy of the
proposed amendment and cause notice of the proposed amendment to be published at least once
in a financial publication published in The City of New York, New York or in the State of Texas.
Such published notice shall briefly set forth the nature of the proposed amendment and shall state
that a copy thereof is on file at the office of the City for inspection by all holders of such Bonds.
GTOWN\GO\I2: Ordinance 26
(d) Whenever at any time within one year from the date of publication of such notice
the City shall receive an instrument or instruments executed by the holders of at least 51% in
aggregate principal amount of all of the Bonds then outstanding that are required for the
amendment, which instrument or instruments shall refer to the proposed amendment and that
shall specifically consent to and approve such amendment, the City may adopt the amendment in
substantially the same form.
(e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be modified and amended in accordance with such
amendatory Ordinance, and the respective rights, duties, and obligations of the City and all
holders of such affected Bonds shall thereafter be determined, exercised, and enforced, subject in
all respects to such amendment.
(f) Any consent given by the holder of a Bond pursuant to the provisions of this
Section shall be irrevocable for a period of six months from the date of the publication of the
notice provided for in this Section, and shall be conclusive and binding upon all future holders of
the same Bond during such period. Such consent may be revoked at any time after six months
from the date of the publication of said notice by the holder who gave such consent, or by a
successor in title, by filing notice with the City, but such revocation shall not be effective if the
holders of 51% in aggregate principal amount of the affected Bonds then outstanding, have, prior
to the attempted revocation, consented to and approved the amendment.
Section 16. NO RECOURSE AGAINST CITE' OFFICIALS. No recourse shall be
had for the payment of principal of or interest on the Bonds or for any claim based thereon or on
this Ordinance against any official of the City or any person executing any Bonds.
Section 17. 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 Bonds, the initial sale and delivery of the Bonds, the Paying Agent/Registrar Agreement and
the Official Statement. In addition, prior to the initial delivery of the Bonds, the Mayor, is
hereby authorized and directed to approve any 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 or (ii)
obtain the approval of the Bonds by the Texas Attorney General's office.
In case any officer of the City whose signature shall appear on any Bond shall cease to be
such officer before the delivery of such Bond, such signature shall nevertheless be valid and
sufficient for all purposes the same as if such officer had remained in office until such delivery.
Section 18. INTERPRETATION& 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 have been inserted for
convenience of reference only and are not to be considered a part hereof and shall not in any way
GTOWN\GO\12: Ordinance 27
modify or restrict any of the terms or provisions hereof. This Ordinance and all the terms and
provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to
sustain the validity of the Bonds and the validity of the lien on and pledge to secure the payment
of the Bonds.
Section 19. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions,
or parts thereof, which are in conflict or inconsistent with any provisions 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 20, MTERESTED 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 Bonds, 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 Bonds.
Section 21. 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 22. SEVERABILITY. The provisions of this Ordinance are severable; and in
case any one or more of the provisions of this Ordinance or the application thereof to any person
or circumstance should be held to be invalid, unconstitutional, or ineffective as to any person or
circumstance, the remainder of this Ordinance nevertheless shall be valid, and the application of
any such invalid provision to persons or circumstances other than those as to which it is held
invalid shall not be affected thereby.
Section 23. REPEALER All orders, resolutions and ordinances, or parts thereof,
inconsistent herewith are hereby repealed to the extent of such inconsistency.
Section 24. EFFECTIVE DATE. This Ordinance shall become effect immediately
from and after its passage on first and final reading in accordance with Section 1201.028, Texas
Government Code, as amended.
Section 25. PERFECTION. Chapter 1208, Government Code, applies to the
issuance of the Bonds 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 Bonds 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 Bonds 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.
GTOWN\GO\I2: Ordinance 28
Section 26. 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 Bonds or (ii) $9,500, provided that such fee shall not be less than $750,
to the Attorney General of Texas Public Finance Division for payment of the examination fee
charged by the State of Texas for the Attorney General's review and approval of public securities
and credit agreements, as required by Section 1202.004 of the Texas Government Code. The
appropriate member of the City's staff is hereby instructed to take the necessary measures to
make this payment. The City is also authorized to reimburse the appropriate City funds for such
payment from proceeds of the Bonds.
GTOWNIGO\12: Ordinance 29
IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and
approved on the first and final reading on the 24th day of April, 2012,
fm
City of Georgetown, Texas
ATTEST.
Jessica` Brettle, City Secretary
APPROVED ! FORM.
GTOWN\GO\ 12: Ordinance Sigpg
amo',A • • • . •
GTOWN\GO\12: Ordinance A-1
TRIS 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
$3,300,000 (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
r,, r MCIJ . • r
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."
GTOWN\CO\\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).
�.; y 1 1 • i �
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.
GTOWN\CO\\GO\I2: 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.
The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities on
the dates specified in the Ordinance.
1 " 4� , ..I
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.
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.
GTOWN\CO\\GO\12: PARA 5
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.
I I .' I 1 0 i' 4 I I
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.
�f lel �I lj�
M I1:11§3:7►1:
W• 11 II MIU1 W9 ff "WITEMM
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.
GTOWMCOI M12: PARA 6
(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.
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.
1 11 11 1 1' 1 1i
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.
1 is '1'11 i 1 1.
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.
10 MIN!lif,I_ ilLl11 ' " !INIHI ►Mf►
This Agreement may be amended only by an agreement in writing signed by both of the parties
hereto.
other.
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 ofthis
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.
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.
GT0WN\CO\\G0\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.
E 1, 1 M I I a i,
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.
This Agreement shall be construed in accordance with and governed by the laws of the State
of Texas.
GTOWMCMM12: PARA 10
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
Title
GTOWN\CO\\GO\12: PARA PARA Sig Pg
LM
113 East 8th Street, Georgetown, Texas 78626
GTOWN\CO\\GO\12: PARA PARA Sig Pg
M al as
Do,,
GTOWN\CO\\GO\I2: PARA PARA Sch A
i r
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 -
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'hFloor 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 — 1 Vh Floor Dallas, TX 75201
.4-` p• tiptr?
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 -parry 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'' 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 —1lt' Floor Dallas, TX 75201
C1
(To be Completed by lasuer) I
Att—enn""4---• • ! • _ 44 •
PAC I)epository
00 IrVater Street; 50th Floor
Newyork NY 1004 1. w /1••
I,adjesand
requestThis letter sets forth our understanding with. respect to all issues (the �Securities') that Issu
shall be madeeligible'for deposit.by The Depository Trust Company!
To
•uce DTC to accept the Securities as el! oble for deposit at DTC, and to act in accordan
with DTC8s Rules %kith respect to the Securities, Issuer represents to DTC that Issuer WM comp
%ith the requirements st2ted in t Operational .
Note:
Schedule A contains statements that DTC believes
wvuratcly describe DTC, the method of ef£ectinq book -
entry tr=fers of securities distributed through DTC, and
ccrtain related mattcrs.
C
0
iM--M
Z13 £® 6th Street
(Street Address!
Georgetc"w-na Texas 78626
(512) 930-3675
(Phone Numbers
® (To Blanket Issuer Letter of Representations)
SAMPLE OFFERING DOCUMENT LANGUAGE
DESCRIBING BOOT'; -ENTITY ONLY ISSUANCE
(Prepared by DTC—bracketed material may be applicable only to certain issues)
1. The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the
securities (the"Securities"). The Securities will be issued as fully -registered securities registered in the
name of Cede & Co. (DTCs 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 limited -purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member
of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 2 million issues of U.S.
and non -U.S. equity issues, corporate and municipal debt issues, and money market instruments from
over 85 countries that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates
the post -trade settlement among Direct Participants of sales and other securities transactions in deposited
securities, through electronic computerized book -entry transfers and pledges between Direct
Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct
Participants include both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, clear-
ing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository
Trust & Clearing Corporation ("DTCC). DTCC, in turn, is owned by a number of Direct Participants of
DTC and Members of the National Securities Clearing Corporation, Government Securities Clearing
Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation, (NSCC, GSCC,
MBSCC, and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the
American Stock Exchange LLC, and die 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 & Poorls
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 turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase.
Beneficial Owners are, however, expected to receive written confirmations providing details of the transac-
tion, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which
the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to
be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in
Securities, except in the event that use of the book -entry system for the Securities is discontinued.
4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are regis-
tered in the name of DTC s partnership nominee, Cede & Co., or such other name as may be requested
'by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the
name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC
has no knowledge of the actual Beneficial Owners of the Securities; DTCs 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, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in
such issue to be redeemed.]
7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to
Securities unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual
procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after the record date. The
Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose
accounts Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).
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 pmc-
tice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail infor-
mation from Issuer or Agent, on payable date in accordance with their respective holdings shown on
DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions
and customary practices, as is the case with securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of such Participant and not of DTC [nor its nom-
inee], Agent, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to
time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such
other nominee as may be requested by an authorized representative of DTC) is the responsibility of Issuer
or Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and dis-
bursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect
Participants.
[3. A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through
its Participant, to [Tender/Remarketing] Agent, and shall effect delivery of such Securities by causing the
Direct Participant to transfer the Participant's interest in the Securities, on DTC's records, to
[Tender/Remarketing] Agent. The requirement for physical delivery of Securities in connection -with an
optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the
Securities are transferred by Direct Participants on DTC's records and followed by a book -entry credit of
tendered Securities to [Tender/Remarketing] Agent's DTC account.]
10. DTC may discontinue providing its services as depository with respect to the Securities at any time
by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event that a successor
depository is not obtained, Security certificates are required to be printed and delivered..
11. Issuer may decide to discontinue use of the system of book -entry transfers through DTC (or a suc-
cessor securities depository). In that event, Security certificates will be printed and delivered.
12. The information in this section concerning DTC and DTC's book -entry system has been obtained
from sources that Issuer believes to be reliable, but Issuer takes no responsibility for the accuracy thereof.
1inq gil iiii ninii 1012141 ONLIFIRM V Eli
The following information is referred to in Section 14 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 the paragraph above.
GTOWN\GO\ i2: Ordinance B-1