HomeMy WebLinkAboutORD 2006-31 - Limited Tax Refunding BondsN
TABLE OF CONTENTS
Page
Preamble....................... ...... ...... 1. 1
Section 1. RECITALS, AMOUNT AND PURPOSE OF THE BONDS .. 11.111.1 111.111.2
Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS AND
MATURITIES OF BONDS .... ........ 112
Section 3. INTEREST ......................................... 3
Section 4. CHARACTERISTICS OF THE BONDS ...... 111111111.1.114
Section 5. FORM OF BOND ..................................... 7
Section 6. TAX LEVY ........................................... 15
Section T ESTABLISHMENT OF ESCROW FUND ....... ............. 16
Section 8. DEFEASANCE OF BONDS ............................. 17
Section 9. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS.. 18
Section 10. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS;
BOND COUNSEL'S OPINION CUSIl' NUMBERS AND
CONTINGENT INSURANCE PROVISION, IF OBTAINED. 18
Section 11. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THEBONDS .......... ...... I ............... ...... .. .........18
Section 12. SALE OF BONDS .......................................:........ 21
Section 13. APPROVAL OF OFFICIAL STATEMENT ............ I .....:....... 1 . 21
Section 14. APPROVAL OF ESCROW AGREEMENT AND TRANSFER OF FUNDS .... 21
Section 15. APPROVAL OF A PAYING AGENT/REGISTRAR AGREEMENT ....... 1 . 21
Section 16. NOTICES OF REDEMPTION .............................:........ 21
Section 17. NOTICE TO PAYING AGENT ........................... I .... I .... 21
i
Section 18. CONTINUING DISCLOSURE UNDERTAKING .......... I ........ I .... 22
Section 19. AMENDMENT OF ORDINANCE ................................... 24
Section 20. REMEDIES IN EVENT OF DEFAULT ................... I ... 1 .. 1 .... 26
Section 21. ADDITIONAL BOND INSURANCE PROVISIONS .......... I ... I.. I ... 27
Section 22. NO RECOURSE AGAINST CITY OFFICIALS ..................... I ... 27
Section 23. FURTHER ACTIONS ............................................. 27
Section 24. INTERPRETATIONS .......................... I ......... I .... 1 . 1 . 27
Section 25. INCONSISTENT PROVISIONS .......... I ......... I . , ... I .......... 27
Section 26. INTERESTED PARTIES ................. I ......... I ..... I ........ 27
Section 27. SEVERABILITY......................................... I ....... 28
Section 28. PAYMENT OF ATTORNEY GENERAL FEE ........ 4 ............... 1 . 28
EXHIBIT
A
ESCROW AGREEMENT .............. I .... I .....................
A-1
EXHIBIT
B
PURCHASE AGREEMENT ................................
I ...... B-1
EXHIBIT
C
PAYING AGENT/REGISTRAR AGREEMENT .......................
C-1
EXHIBIT
D
NOTICE OF REDEMPTION .............. I ............
I .......... D4
EXHIBIT
E
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION ........
.....E-1
ii
ORDINANCE
ORDINANCE; 1 OF GEORGETOWN9 TEXAS
LIMITED i 1 I BONDS,
CERTAINLEVYING AN AD VALOREM TAX 0; SUPPORT OF THE
APPROVING A PAYING AGENT/REGISTRAR AGREEMENT5 AN OFFICIAL
STATEMENT, A PURCHASE AGREEMENT AND AN ESCROW AGREEMENT9
CALLING 1 AND AUTHORIZING
OTHER MATTERS RELATING C BONDS
THE STATE OF TEXAS §
COUNTIES OF WILLIAMSON §
CITY OF GEORGETOWN §
WHEREAS, the City of Georgetown, Texas (the "City") has duly issued and there is now
outstanding the following obligations:
City of Georgetown, Texas Limited Tax Notes, Series 2004 (the "Series 2004
Notes"); and
WHEREAS, the City now desires to refund the Series 2004 Notes described the notice of
redemption attached as Exhibit "D" hereto in the aggregate principal amount of $7,790,000
(collectively, the 'Refunded Obligations"); and
WHEREAS, the City Council of the City deems it advisable and in the best interest of the
City to refund the Refunded Obligations and that the refunding will result in net present value loss
of $106, 817.24 and the City further finds that the aggregate amount of payments under the Refunded
Obligations exceeds the aggregate amount of payments under the refunding bonds by $3,030,951.70;
and
WHEREAS, Chapter 1207, Texas Government Code, as amended ("Chapter 1207")
authorizes the City to issue refunding bonds and to deposit the proceeds from the sale thereof, and
any other available funds or resources, directly with an eligible trust company or commercial bank,
and such deposit, if made before such payment dates, shall constitute the making of firm banking and
financial arrangements for the discharge and final payment of the Refunded Obligations; and
WHEREAS, Chapter 1207 further authorizes the City to enter into an escrow agreement
with an eligible trust company or commercial bank with respect to the safekeeping, investment,
reinvestment, administration, and disposition of any such deposit, upon such terms and conditions as
the City and such entity may agree, provided that such deposits may be invested and reinvested in
Defeasance Securities (as defined herein)which shall mature and bear interest payable at such times
GfOWN LMT TAX REF. BONDS: Lmt. Tax Ref. Bond Ordinance
and in such amounts as will be sufficient to provide for the scheduled payment or prepayment of the
Refunded Obligations; and
WHEREAS, the Escrow Agreement hereinafter authorized, constitutes an agreement of the
kind authorized and permitted by said Chapter 1207; and
WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to
maturity within 20 years of the date of the bonds hereinafter authorized; and
WHEREAS, the City deems it appropriate to call for redemption the Refunded Obligations.
WHEREAS, the City hereby finds that the issuance of the bonds authorized by this Ordinance
implements Finance Policy 14.00 of the Century Plan and further finds that the enactment of this
Ordinance is not inconsistent or in conflict with any other Century Plan Policies.
NOW, THEREFORE9 BE IT ORDAINED BY THE CITY COUNCIL 01
GEORGETOWN, TEXAS*
Section 1. RECITALS AMOUNT AND PURPOSE OF THE BONDS AND CENTURY
PLAN. (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 1207 and delivered in
the aggregate principal amount of $7,830,000, to: (i) refund the Refunded Obligations and (ii) pay
the costs associated with the issuance of the Bonds.
(b) Century Plan. The City Council hereby finds that the issuance of the Bonds
implements the following policy of the Century Plan - Policy Plan Element:
Finance Policy End 14.00 which states; "All municipal operations are conducted in
an efficient, business -like manner and sufficient financial resources for both current
and future needs are provided."
Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS AND
MATURITIES OF BONDS. Each bond issued pursuant to this Ordinance shall be designated:
"CITY OF GEORGETOWN, TEXAS LIMITED TAX REFUNDING BOND, SERIES 2006"
and initially there shall be issued, sold, and delivered hereunder fully registered bonds, without interest
coupons, dated April 15, 2006, in the respective denominations and principal amounts hereinafter
stated, numbered consecutively from R-1 upward (except the Initial Bond submitted to the Attorney
General ofthe State of Texas which will be numbered T-1), payable to the respective initial registered
owners thereof (as designated in Section 12 hereof), or to the registered assignee or assignees of the
Bonds or any portion or portions thereof (in each case, the "Registered Owner"), and the Bonds shall
mature and be payable serially on February 15 in each of the years and in the principal amounts,
respectively, as set forth in the following schedule:
GPOWN LMT TAX REF. BONDS: Lmt. Tax Ref. Bond Ordinance 2
YEARS AMOUNTS YEARS AMOUNTS
2011 $ 350,000 **** ****
2012 400,000 2019 $ 1,1702000
2013 450,000 2020 634,000
2014 4702000 2021 655,000
2015 490,000 2022 6851000
* **** 2023 7202000
2017 1,055,000 2024 755000
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:
YEARS RATES YEARS RATES
2011 4.250%
2012 4.250 2019 5.000%
2013 4.000 2020 4.600
2014 4.125 2021 4.600
2015 4.250 2022 4.700
** **** 2023 4.750.
2017 5.000 2024 4.750
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 Trust Company, N.A. in Jacksonville, Florida (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
GTOWN LMT TAX REF. BONDS: Lmt. Tax Ref. Bond Ordinance 3
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 far 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 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 ofPublic 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 thereaf-
ter, 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
GTOWN LMT TAX REF. BONDS: Lmt. Tax Ref. Bond Ordinance 4
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 CERTIFICATE, in the form set forth in the FORM OF BOND.
(d) Substitute Paving A eg nt/Re isg tray. 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 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
GTOWN LMT TAX REF. BONDS: Lmt. Tax Ref. Bond Ordinance 5
(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 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' TransferOutside 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.
GPOWN LMT TAX REF. BONDS: Lmt. Tax Ref. Bond Ordinance 6
(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 12 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 Underwriters set forth in Section 12 ofthis 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 Underwriters 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 5. 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 Texas to
be attached to the Bonds initially issued and delivered pursuant to this Ordinance, shall be, respec-
tively, 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.
FORM OF BOND
NO. R- UNITED STATES OF AMERICA PRINCIPAL
i
i i
CITY OF i' iTEXAS
LIMITED TAX REFUNDING:i )
SERIES1 1
INTEREST RATE DATE iBOND MATURITY DATE
April 15, 2006
REGISTERED OWNER.
AMOUNT
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, 2006, on February 15, 2008 and
semiannually thereafter on each August 15 and February 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
GTOWN LMT TAX REF. BONDS: Lmt. Tax Ref. Bond Ordinance 7
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
hereofthe 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
ofthe 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 at maturity or
upon the date fixed for its redemption prior to maturity, at The Bank of New York Trust Company,
N.A., (the "Paying Agent/Registrar") at their office for payment in Jacksonville, Florida (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
"Bond 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 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.
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 Bond Ordinance, the
GTOWN LMf TAX REF. BONDS: Lmt. Tax Ref. Bond Ordnance 8
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 ofBonds dated April 15, 2006, authorized in accordance with
the Constitution and laws of the State of Texas in the principal amount of $7,830,000, TO: (I)
REFUND THE REFUNDED OBLIGATIONS AND (Il) PAY THE COSTS ASSOCIATED
WITH THE ISSUANCE OF THE BONDS.
ON FEBRUARY 15, 2016, or on any date thereafter, the Bonds of this Series maturing on
and after February 15, 2017 may be redeemed prior to their scheduled maturities, at the option ofthe
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 February 15, 2017 and February 15, 2019 (the "Term Bonds")
are subject to mandatory sinking fund redemption by lot prior to maturity in the following amounts,
on the following dates and at a price of par plus accrued interest to the redemption date.
*Final Maturity
Bonds Maturing February 15, 2017
Redemption Date
2016
2019*
Principal Amount
$ 5151000
540,000*
Bonds Maturing February 15, 2019
Redemption Date
GfOWN LMT TAX REF. BONDS: Lmt. Tax Ref Bond Ordinance
6
Principal Amount
2018 $570,000
2019* 600,000*
*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 District 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 and to major securities depositories, national bond rating agencies and bond information services;
provided, however, that the failure to send, mail or receive such notice, or any defect therein or in
the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the
redemption of any 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 ofthe Registered Owner, and
in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the
Registered Owner upon the surrender thereof for cancellation, at the expense of the City, all as
provided in the Bond Ordinance.
WITH RESPECT TO any optional redemption of the Bonds, unless certain prerequisites
to such redemption required by the Bond 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
Gt'OWN LMT TAX REF. BONDS: Lmt. Tax Ref. Bond Ordinance 10
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.
DURING ANY PERIOD in which ownership of the Bonds is determined only by abook
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.
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 Bond
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 ofthis Bond
to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set
forth in the Bond 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 requirements of
the securities depository as to registering or transferring the book entry to produce the same effect.
GTOWN LAST TAX REF. BONDS: Lmt. Tax Ref Bond Ord rmce 11
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 Bond 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 ofthis 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 Bond Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Bond 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 Bond 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 ofthe Mayor ofthe 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
FORM OF 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 Bond
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 which
GTOWN LMT TAX REF. BONDS: Lmt. Tax Ref. Bond Ordinance 12
originally was approved by the Attorney General of th
Comptroller of Public Accounts of the State of Texas..
Dated
e
State of Texas and registered by the
THE BANK OF NEW YORK TRUST
COMPANY, N.A..
Paying Agent/Registrar
By
Authorized Representative
FORM OF ASSIGNMENT
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer
Identification Number of Transferee
(Please print or typewrite name and address,
including zip code, of Transferee)
the within Bond and all rights thereunder, and hereby irrevocably constitutes, and appoints
attorney, to register the transfer ofthe 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
guaranteed by a member firm of
GCOWN LMT TAX REF. BONDS: Lmt. Tax Ref. Bond Ordinance
13
NOTICE: The signature above
must correspond with the name
the New York Stock Exchange or
a commercial bank or trust company.
of the Registered Owner as it
appears upon the front of this
Bond in every particular, wi&
out alteration or enlargement
or any change whatsoever,
i ,i REGISTRATION E NO.
I hereby certify that this Bond has been examined, certified as to validity, and approved by
the Attorney General ofthe 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 of Public Accounts
of the State of Texas
[COMPTROLLERS SEAL]
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 February 15 in each of
the years, in the principal installments and bearing interest at the per annum rates set forth in the
following schedule:
Years Principal Installments
Interest Rates
(Information from Sections 2 and 3 to be inserted)
GTOWN LMT TAX REF. BONDS: Lmt. Tax Ref. Bond Ordinance 14
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, 2006 at the respective Interest Rate per
annum specified above. Interest is payable on February 15, 2008 and semiannually on each August
15 and February 15 thereafter to the date of payment of the principal installment specified above;
except, that if this 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 "T-V'
Section 6. TAX LEVY. 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 ofthe 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
ofthe Bonds as such principal matures (but never less than 2% of the original principal amount ofthe
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, ofthe 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,
Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the pledge
of the ad valorem taxes granted by the City under this Section, and is therefore valid, effective, and
perfected. If Texas law is amended at any time while the Bonds are outstanding and unpaid such that
the pledge of the ad valorem taxes granted by the City under this Section is to be subject to the filing
requirements of Chapter 9, Business & Commerce Code, then in order to preserve to the Owners of
the 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 LMT TAX REF. BONDS: Lmt. Tax Ref. Bond Ordinance 15
Section 7. ESTABLISHMENT OF ESCROW FUND. Escrow Fund. A portion of the
proceeds of the Bonds, together with any cash contribution, in an amount necessary to refund the
Refunded Obligations shall be deposited in the Escrow Fund created and governed by the terms of
the Escrow Agreement dated April 15, 2006 attached hereto as Exhibit "A."
Section 8. 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 irrevokable 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 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 irrevokable 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 ofthe 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.
GTOWN LMT TAX REF. BONDS: Lmt. Tax Ref. Bond Ordinance 16
(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 ofthe provisions ofthis 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.
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, and
(iii) noncallable obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and that, on the date the City adopts or approves
proceedings authorizing the issuance of refunding bonds or otherwise provide for the funding of an
escrow to effect the defeasance of the Bonds, are rated as to investment quality by a nationally
recognized investment rating firm no less than "AAA" or its equivalent.
"Federal Securities" as used herein means direct, noncallable obligations of the United States
ofAmerica, including obligations that are unconditionally guaranteed by the United States ofAmerica
(including Interest Strips of the Resolution Funding Corporation).
Section 9. DAMAGED, MUTILATED, 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
GTOWN LAST TAX REF. BONDS: Lmt. Tax Ref. Bond Ordinance 17
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 Band 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 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 10. 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 ofthe Registered Owners ofthe Bonds. In addition, if bond insurance or other credit
enhancement is obtained, the Bonds may bear an appropriate legend.
Section 11. 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
GCOWN LMT TAX REF. BONDS: Lmt. Tax Ref. Bond Ordinance 18
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 Refunded Obligations 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 Refunded Obligations 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;
(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 thelesser 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) ofthe Code) which produces amaterially
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 30 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;
GfOWN LMT TAX REF. BONDS: Lint. Tax Ref. Bond Ordinance 19
(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.
(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 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 Director of Finance 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.
(d) 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 ofnationally-recognized bond counsel that such sale or other disposition will not adversely
affect the tax-exempt status of the Bonds. For purposes of this subsection, 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 of this subsection,
the City shall not be obligated to comply with this covenant if it obtains an opinion of nationally-
GTOWN LMT TAX REF. BONDS: Lmt. Tax Ref. Bond Ordinance 20
recognized bond counsel to the effect that such failure to comply will not adversely affect the
excludability for federal income tax purposes from gross income of the interest.
Section 12. SALE OF BONDS. The Bonds are hereby sold and shall be delivered to
SAMCO Capital Markets (the "Underwriter") in accordance with the terms and provisions of a
Purchase Agreement in substantially the form attached hereto as Exhibit "B" which the Mayor and
Mayor Pro-Tem ofthe City are hereby authorized to execute and deliver and which the City Secretary
of the City is hereby authorized to attest. The City will initially deliver to the Underwriter the Bonds
authorized under this Ordinance. The Bonds shall initially be registered in the name of the
Underwriter.
Section 13. APPROVAL OF OFFICIAL STATEMENT. The City hereby approves the
form and content of the 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 Underwriters 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 12,
2006 prior to the date hereof is confirmed, approved and ratified. The City Council hereby finds and
determines that the Preliminary Official Statement and final Official Statement were "deemed final"
(as that term is defined in 17 CFR Section 240.15c(2)-12) as of their respective dates.
Section 14. APPROVAL OF ESCROW AGREEMENT AND TRANSFER OF FUNDS.
The Mayor or Mayor Pro -tern of the City is hereby authorized and directed to execute and deliver
and the City Secretary of the City is hereby authorized and directed to attest an Escrow Agreement
in substantially the form attached hereto as Exhibit "A". In addition, the Mayor and Director of
Finance are each hereby authorized to execute such subscriptions or other documentation for the
purchase of United States Treasury Securities, and to authorize the transfer of such funds ofthe City,
as may be necessary for the Escrow Fund.
Section15. APPROVAL OF PAYING AGENT/REGISTRARAGREEMENT, Attached
hereto as Exhibit "C" is a substantially final form of Paying Agent/Registrar Agreement. The Mayor
or Mayor Pro-tem is hereby authorized to amend, complete or modify such agreement as necessary
and are further authorized to execute such agreement and the City Secretary is hereby authorized to
attest such agreement.
Section 16. NOTICE OF REDEMPTION. Attached to this Ordinance, as Exhibit "Dtt,
and made a part hereof for all purposes, are copies of notice of deposit and prior redemption for the
Refunded Obligations in substantially final form and such Refunded Obligations described in said
notice of prior redemption are hereby called for redemption and shall be redeemed prior to maturity
on the dates, places, and at the prices set forth therein. The Mayor and Director of Finance are each
hereby authorized to amend, complete or modify such notices as necessary to call such Refunded
Obligations for redemption.
Section 17. NOTICE TO PAYING AGENT. The Refunded Obligations described in
Exhibit "D" attached hereto are so called for redemption, and the paying agent for the Refunded
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Obligations is hereby directed to make appropriate arrangements so that such Refunded Obligations
may be redeemed on their redemption dates. A copy of such notice of redemption shall be delivered
to the paying agent so mentioned in the notice.
Section 18. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports. The
City shall provide annually to each NRMSIR and any SID, within six months after the end of each
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 Exhibit "E" hereto. Any financial statements so to be provided shall be (1)
prepared in accordance with the accounting principles described in Exhibit "E" 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 the required time period and audited financial statements for the applicable fiscal
year to each NRMSIR and any SID, when and if the audit report on such statements become
available.
Ifthe City changes its fiscal year, it will notify each NRMSIR and any SID of the change (and
of the date of the new fiscal year end) prior to the next date by which the City otherwise would be
required to provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may be
set forth in full in one or more documents or may be included by specific reference to any document
(including an official statement or other offering document, if it is available from the MSRB) that
theretofore has been provided to each NRMSIR and any SID or filed with the SEC.
(b) Material Event Notices. The City shall notify any SID and either each NRMSIR. or the
MSRB, in a timely manner, of any of the following events with respect to the Bonds, if such event
is material within the meaning of the federal securities laws:
A. Principal and interest payment delinquencies;
B. Non-payment related defaults;
C. Unscheduled draws on debt service reserves reflecting financial difficulties;
D. Unscheduled draws on credit enhancements reflecting financial difficulties;
E. Substitution of credit or liquidity providers, or their failure to perform;
F. Adverse tax opinions or events affecting the tax-exempt status of the Bonds;
G. Modifications to rights of holders of the Bonds;
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H. Bond calls;
I. Defeasances;
J. Release, substitution, or sale ofproperty securing repayment ofthe Bonds; and
K. Rating changes.
The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of
any failure by the City to provide financial information or operating data in accordance with this
Section of this Ordinance by the time required by such Section.
(c) Limitations Disclaimers and Amendments. The City shall be obligated to observe and
perform the covenants specified in this Section for so long as, but only for so long as, the City
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 8 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.
UNDERNO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT,
FORDAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACHBY THE CITY,
WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH
PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH
SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
comprise a breach of or default under the Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties
of the City under federal and state securities laws.
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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 this Section an explanation, in narrative form, of the reason for the amendment and ofthe 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.
The filing of such continuing disclosure information with a central post office approved for
such purposes by the SEC, such as Disclosure USA, for submission to the NRMSIRs and SID
(without also separately submitting such filings to the NRMSIRs and SID by some other means) will
satisfy the Commission's obligation to file such information with the NRMSIRs and SID so long as
such filing is acceptable to the SEC.
(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.
"NRMSIR" means each person whom the SEC or its staff has determined to be a
nationally recognized municipal securities information repository within the meaning ofthe Rule from
time to time.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized department,
officer, or agency thereof as, and determined by the SEC or its staff to be, a state information
depository within the meaning of the Rule from time to time.
Section 19. AMENDMENT OF ORDINANCE. The City hereby reserves the right to
amend this Ordinance subject to the following terms and conditions, to -wit:
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(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 5 1 % 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 ofthis
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 ofthe 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.
(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 5 1 % in aggregate
principal amount of all of the Bonds then outstanding that are required for the amendment, which
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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 20. REMEDIES IN EVENT OF DEFAULT. In addition to all the rights and
remedies provided by the laws of the State of Texas, it is specifically covenanted and agreed
particularly that in the event the City (i) defaults in the payment of the principal, premium, if any, or
interest on the Bonds, (ii) declares bankruptcy, or (iii) defaults in the observance or performance of
any other of the covenant, agreement or obligation of the City, the failure to perform which materially
adversely affects the rights of the owners, including but no limited to, their prospect or ability to be
repaid in accordance with this Section and the continuation thereof for a period of 60 days after
notice of such default is given by any owner to the City, the following remedies shall be available:
(a) Any owner or an authorized representative thereof, including but not limited to, a trustee
or trustees therefor, may proceed against the City for the purpose of protecting and enforcing the
rights to the owners under this Ordinance, by mandamus or other suit, action or special proceeding
in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including
the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act
or thing that may be unlawful or in violation of any right of the owners hereunder or any combination
of such remedies.
(b) It is provided that all such proceedings shall be instituted and maintained for the equal
benefit of all owners of the Bonds then outstanding.
(c) The bond insurer, if any, shall be deemed to be the sole holder of the Bonds for the
purpose of exercising any voting right or privilege or giving any consent or direction or taking any
other action that the owners of the Bonds are entitled to take.
(d) No remedy herein conferred or reserved is intended to be exclusive of any other available
remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to
every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in
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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.
The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other
available remedy.
Section 21. ADDITIONAL BOND INSURANCE PROVISIONS. Bond Counsel is
authorized to insert any necessary provisions required by the Bond Insurer and agreed to by the City
and its general counsel.
Section 22. NO RECOURSE AGAINST CITY 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 23. 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, the Bond Purchase 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 24. INTERPRETATIONS. All terms defined herein and all pronouns used in this
Ordinance shall be deemed to apply equally to singular and plural and to all genders. ' The titles and
headings of the articles and sections ofthis Ordinance have been inserted for convenience ofreference
only and are not to be considered a part hereof and shall not in any way modify or restrict any of the
terms or provisions hereof. This Ordinance and all the terms and provisions hereof shall be liberally
construed to effectuate the purposes set forth herein and to sustain the validity of the Bonds and the
validity of the lien on and pledge to secure the payment of the Bonds.
Section 25. 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 26. INTERESTED PARTIES. Nothing in this Ordinance expressed or implied is
intended or shall be construed to confer upon, or to give to, any person or entity, other than the City
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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 27. 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 28. PAYMENT OF ATTORNEY. GENERAL FEE. The City hereby authorizes
the disbursement of a fee equal to the lesser of (i) one -tenth of one percent of the principal amount
of the 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.
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IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and
approved on the first and final reading on the 25th day of April, 2006.
THE CITY OF GEORGETOWN
ATTEST.
Sandra D. Lee, City Secretary
Patricia Carls
City Attorney
By: Gary Nelon, Mayor
City of Georgetown, Texas
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EXHIBIT D
NOTICE OF REDEMPTION
NOTICE OF DEFEASANCE/REDEMPTION
NOTICE IS HEREBY GIVEN that Georgetown, Texas (the "City") has deposited cash and
United States government securities in escrow to defease, and has further called for redemption, the
following obligations of the City (the "Obligations"):
CITY OF GEORGETOWN, TEXAS LIMITED NOTES, SERIES 2004, all outstanding
obligations maturing on February 15 in each of the years 2007 through 2011, inclusive,
aggregating $7,790,000 in principal amount:
Maturity Principal Interest Redemption CUSIP
February 15 Amount Rate Date Number*
2007 $ 335,000 3.50% February 12, 2010 373028MJ5
2008 3457000 4.00 February 12, 2010 373028NM
2009 1353000 4.00 February 12, 2010 373028NEO
2010 105,000 4.00 February 12, 2010 373028MM8
2011 6,870,000 4.00 February 12, 2010 373028MN6
*The CUSIP Numbers have been assigned to this issue by the CUSIP Service Bureau and are
included solely for the convenience of the owners of the Obligations. The City shall not be
responsible for the selection or the correctness of the CUSIP numbers set forth herein.
The redemption price for the above Obligations is par plus accrued interest to the date fixed
for redemption. Such Obligations shall be redeemed and shall not longer bear interest after the
redemption date. Due provision for the payment of the obligations described above has been made
with The Bank of New York Trust Company, N.A. (the 'Bank"), and said obligations shall be
presented for payment either in person or by mail, at the following address:
The Bank of New York
111 Sanders Creek Parkway
East Syracuse, NY 13057
Attn: Helen Scanlon
HAND DELIVERY:
The Bank of New York
111 Sanders Creek Parkway
East Syracuse, NY 13057
Attn: Helen Scanlon
In compliance with section 3406 of the Internal Revenue Code of 1986, as amended, payors
making certain payments due on debt securities may be obligated to deduct and withhold a portion
of such payment from the remittance to any payee who has failed to provide such payor with a valid
taxpayer identification number. To avoid the imposition of this withholding tax, such payees should
submit a certified taxpayer identification number when surrendering the Obligations for redemption.
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