HomeMy WebLinkAboutORD 2013-18 - Gen. Obligation Refunding BondsCERTIFICATE FOR ORDINANCE NO. 2013-18
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
CITY OF GEORGETOWN §
We, the undersigned officers and members of the City of Georgetown, Texas (the "City"),
hereby certify as follows:
1. The City Council of the City convened in REGULAR MEETING ON THE 23RD
DAY OF APRIL, 2013, 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, Councilmember District 1
Troy Hellmann, Councilmember District 2
Danny Meigs, Mayor Pro Tem, Councilmember District 3
Bill Sattler, Councilmember District 4
Jerry Hammerlun, 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
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2013; AUTHORIZING THE
` LEVY OF AN AD VALOREM TAX IN SUPPORT OF THE BONDS; APPROVING AN
OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT, A
PURCHASE AGREEMENT AND AN ESCROW AGREEMENT; ESTABLISHING
PROCEDURES FOR SELLING AND DELIVERY OF THE BONDS; AND
AUTHORIZING OTHER MATTERS RELATING TO THE BONDS
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
Georgetown: GGRefg\13:OrdinanceCert
paragraphs are a true, full and correct excerpt from the City Council's minutes of the Meeting
pertaining to the passage of the Ordinance; that the persons named in the above and foregoing
paragraphs are the duly chosen, qualified and acting officers and members of the City Council as
indicated therein; that each of the officers and members of the City Council was duly and
sufficiently notified officially and personally, in advance, of the time, place and purpose of the
Meeting, and that the Ordinance would be introduced and considered for passage at the Meeting,
and each of the officers and members consented, in advance, to the holding of the Meetings for
such purpose, and that the Meeting was open to the public and public notice of the time, place
and purpose of the meeting was given, all as required by Chapter 551, Texas Government Code.
3. The Mayor of the City has approved and hereby approves the Ordinance; that the
Mayor and the City Secretary of the City have duly signed the Ordinance; and that the Mayor and
the City Secretary of the City hereby declare that their signing of this Certificate shall constitute
the signing of the attached and following copy of the Ordinance for all purposes.
Georgetown: GORefg\13:OrdinanceCert
SIGNED AND SEALED the 23rd day of April, 2013.
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City tc tary
[CITY SEAL]
Georgetown: GORefg\13:OrdinanceCert
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Mayor Cl
ORDINANCE NO. 2013-18
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2013; AUTHORIZING THE
LEVY OF AN AD VALOREM TAX IN SUPPORT OF THE BONDS; APPROVING AN
OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT, A
PURCHASE AGREEMENT AND AN ESCROW AGREEMENT; ESTABLISHING
PROCEDURES FOR SELLING AND DELIVERY OF THE BONDS; AND
AUTHORIZING OTHER MATTERS RELATING TO THE BONDS
Adopted April 23, 2013
Georgetown\GORefg\ 13 : Ordinance
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2013; AUTHORIZING THE
LEVY OF AN AD VALOREM TAX IN SUPPORT OF THE BONDS; APPROVING AN
OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT, A
PURCHASE AGREEMENT AND AN ESCROW AGREEMENT; ESTABLISHING
PROCEDURES FOR SELLING AND DELIVERY OF THE BONDS; AND
AUTHORIZING OTHER MATTERS RELATING TO THE BONDS
TABLE OF CONTENTS
Paye
Preamble..................................................................................................................................... 1
Section 1. RECITALS, AMOUNT AND PURPOSE OF THE BONDS ............................... 2
Section 2. DEFINITIONS.................................................................................................... 2
Section 3. AMOUNT, NAME, PURPOSE, AUTHORIZATION AND
VISIONSTATEMENT....................................................................................... 2
Section 4. DATE, DENOMINATION, MATURITIES, NUMBERS,
INTEREST AND REDEMPTION....................................................................... 3
Section 5. CHARACTERISTICS OF THE BONDS............................................................. 5
Section6. FORM OF BOND................................................................................................ 9
Section7. TAX LEVY....................................................................................................... 19
Section 8. ESTABLISHMENT OF ESCROW FUND ........................................................ 20
Section 9. DEFEASANCE OF BONDS............................................................................. 21
Section 10. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS..... 22
Section 11. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS;
BOND COUNSEL'S OPINION; CUSIP NUMBERS AND
CONTINGENT INSURANCE PROVISION, IF OBTAINED ........................... 23
Section 12. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THEBONDS.................................................................................................... 24
Section 13. APPROVAL OF OFFERING DOCUMENTS, PAYING AGENT/
REGISTRAR AGREEMENT AND ESCROW AGREEMENT ......................... 26
Georgetown\GORefg\12: Ordinance i
Section 14.
INSURANCE PROVISIONS............................................................................ 27
Section 15.
CONTINUING DISCLOSURE UNDERTAKING ............................................
28
Section 16.
AMENDMENT OF ORDINANCE....................................................................
31
Section 17.
DEFAULT AND REMEDIES...........................................................................
32
Section 18.
NO RECOURSE AGAINST CITY OFFICIALS ...............................................
33
Section 19.
PAYMENT OF ATTORNEY GENERAL FEE ............................... .................
33
Section 20.
FURTHER ACTIONS.......................................................................................
34
Section 21.
INTERPRETATIONS.......................................................................................
34
Section 22.
INCONSISTENT PROVISIONS.......................................................................
34
Section 23.
INTERESTED PARTIES..................................................................................
34
Section 24.
NO PERSONAL LIABILITY............................................................................
34
Section 25.
SEVERABILITY..............................................................................................
35
EXHIBIT A DEFINITIONS
EXHIBIT B DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
Georgetown\GORefg\12: Ordinance ii
ORDINANCE NO. 2013-18
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2013; AUTHORIZING THE
LEVY OF AN AD VALOREM TAX IN SUPPORT OF THE BONDS; APPROVING AN
OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT, A
PURCHASE AGREEMENT AND AN ESCROW AGREEMENT; ESTABLISHING
PROCEDURES FOR SELLING AND DELIVERY OF THE BONDS; AND
AUTHORIZING OTHER MATTERS RELATING TO THE BONDS
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
CITY OF GEORGETOWN §
WHEREAS, the City Council of the City deems it advisable and in the best interest of the
City to refund the Refunded Obligations, as defined in Exhibit "A" attached hereto, in order to
achieve a net present value debt service savings of not less than 3.0% of the principal amount of
the Refunded Obligations net of any City contribution with such savings, among other information
and terms to be included in a pricing certificate to be executed by the Mayor, acting as the
designated pricing officer of the City, or, in the absence of the Mayor, the Mayor Pro Tem, all in
accordance with the provisions of Chapters 1207 and 1371 of the Texas Government Code
thereof, 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
together with any other available funds or resources, directly with a place of payment (paying
agent) for the Refunded Obligations or with a trust company or commercial bank that does not
act as depository for the City, 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 a paying agent for the Refunded Obligations or with a trust company or
commercial bank that does not act as depository for the City with respect to the safekeeping,
investment, reinvestment, administration and disposition of any such deposit, upon such terms and
conditions as the City and such escrow agent may agree, provided that such deposits may be
invested and reinvested in Defeasance Securities, as defined herein; 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
GeorgetownZORefg\ 13 : Ordinance
WHEREAS, the Bonds authorized by this Ordinance are being issued and delivered
pursuant to the City Charter and Chapters 1207 and 1371 of the Texas Government Code, as
amended, and other applicable laws: 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, BE IT ORDAINED BY THE CITY COUNCIL OF
GEORGETOWN, TEXAS:
Section 1. RECITALS. 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.
Section 2. DEFINITIONS. For all purposes of this Ordinance, except as otherwise
expressly provided or unless the context otherwise requires, the terms defined in Exhibit "A" to
this Ordinance have the meanings assigned to them in Exhibit "A".
Section 3. AMOUNT, NAME, PURPOSE AND AUTHORIZATION AND
VISION STATEMENT. (a) Amount, Name, Purpose and Authorization. The Bonds, each
to be designated the "CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION
REFUNDING BOND, SERIES 2013," are hereby authorized to be issued and delivered in
accordance with the Constitution and laws of the State of Texas, particularly Chapters 1207 and
1371, Texas Government Code, as amended, and the Charter of the City. The Bonds shall be
issued in the aggregate principal amount not to exceed $13,000,000 for the purpose of providing
funds for (i) refunding the Refunded Obligations and (ii) paying the costs of issuing the Bonds.
(b) Vision Statement. The City Council hereby finds that the enactment of this
Ordinance and issuance of the Certificates complies with the Vision Statement of the City.
Section 4. DATE, DENOMINATION, MATURITIES, NUMBERS, INTEREST
AND REDEMPTION. (a) Initially there shall be issued, sold, and delivered hereunder fully
registered Bonds, without interest coupons, which may be in the form of Current Interest Bonds
or Premium Compound Interest Bonds, numbered consecutively from R-1 upward, in the case of
Current Interest Bonds, and from PC -1 upward, in the case of Premium Compound Interest
Bonds (except the Initial Bond delivered to the Attorney General of the State of Texas which shall
be numbered T-1 and TPC -1 respectively) payable to the respective initial Registered Owners
thereof, or to the registered assignee or assignees of said Bonds or any portion or portions
thereof, in Authorized Denominations, maturing not later than August 15, 2025, serially or
otherwise on the dates, in the years and in the principal amounts, respectively, and dated, as all set
forth in the Pricing Certificate to be executed and delivered by the Pricing Officer pursuant to
subsection (b) of this section. The Pricing Certificate is hereby incorporated in and made a part
of this Ordinance. The Bonds shall be designated by the year in which they are awarded as set
forth in the Pricing Certificate. The authority for the Pricing Officer to execute and deliver the
Georgetown\GORefg\13: Ordinance 2
Pricing Certificate for the Bonds shall expire at 5:00 p.m. C.D.T. on April 23, 2014. Bonds
priced on or before April 23, 2014 may be delivered to the initial purchaser after such date.
(b) As authorized by Chapter 1207, Texas Government Code, as amended, the Pricing
Officer is hereby authorized to act on behalf of the City in selling and delivering the Bonds,
determining which of the Refundable Obligations shall be refunded and constitute Refunded
Obligations under this Ordinance and carrying out the other procedures specified in this
Ordinance, including determining the date of the Bonds, any additional or different designation or
title by which the Bonds shall be known, the price at which the Bonds will be sold, the years in
which the Bonds will mature, the principal amount to mature in each of such years, the aggregate
principal amount of Current Interest Bonds and Premium Compound Interest Bonds, the rate or
rates of interest to be borne by each such maturity, the interest payment periods, the dates, price,
and terms upon and at which the Bonds shall be subject to redemption prior to maturity at the
option of the City, as well as any mandatory sinking fund redemption provisions, and all other
matters relating to the issuance, sale, and delivery of the Bonds and the refunding of the Refunded
Obligations, all of which shall be specified in the Pricing Certificate; provided that (i) the price to
be paid for the Bonds shall not be less than 90% of the aggregate original principal amount
thereof plus accrued interest thereon from its date to its delivery, (ii) none of the Bonds shall bear
interest at a rate, or yield in the case of Premium Compound Interest Bonds, greater than the
maximum authorized by law, and (iii) the refunding must produce a net present value debt service
savings of at least 3.0% of the principal amount of the Refunded Obligations, net of any City
contribution. In establishing the aggregate principal amount of the Bonds, the Pricing Officer
shall establish an amount not to exceed the amount authorized in Section 3, which shall be
sufficient to provide for the purposes for which the Bonds are authorized and to pay the costs of
issuing the Bonds.
To achieve advantageous borrowing costs for the City, the Bonds shall be sold on a
negotiated, placement or competitive basis as determined by the Pricing Officer in the Pricing
Certificate. In determining whether to sell the Bonds by negotiated, placement or competitive
sale, the Pricing Officer shall take into account any material disclosure issues which might exist at
the time, the market conditions expected at the time of the sale and any other matters which, in
the judgment of the Pricing Officer, might affect the net borrowing costs on the Bonds.
If the Pricing Officer determines that the Bonds should be sold at a competitive sale, the
Pricing Officer shall cause to be prepared a notice of sale and official statement in such manner as
the Pricing Officer deems appropriate, to make the notice of sale and official statement available
to those institutions and firms wishing to submit a bid for the Bonds, to receive such bids, and to
award the sale of the Bonds to the bidder submitting the best bid in accordance with the
provisions of the notice of sale.
If the Pricing Officer determines that the Bonds should be sold by a negotiated sale or
placement, the Pricing Officer shall designate the placement purchaser or the senior managing
underwriter for the Bonds and such additional investment banking firms as the Pricing Officer
deems appropriate to assure that the Bonds are sold on the most advantageous terms to the City.
The Pricing Officer, acting for and on behalf of the City, is authorized to enter into and carry out
Georgetown\GORefg\13: Ordinance 3
a purchase agreement or other agreement for the Bonds to be sold by negotiated sale or
placement, with the underwriters or placement purchasers at such price, with and subject to such
terms as determined by the Pricing Officer pursuant to this Section 4(b) above.
In satisfaction of Section 1201.022(a)(3), Texas Government Code, the City Council
determines that the delegation of the authority to the Pricing Officer to approve the final terms
and conditions of each Series of the Bonds as set forth in this Ordinance is, and the decisions
made by the Pricing Officer pursuant to such delegated authority and incorporated in the Pricing
Certificate will be, in the best interests and shall have the same force and effect as if such
determination were made by the City Council and the Pricing Officer is hereby authorized to make
and include in a Pricing Certificate an appropriate finding to that effect.
(c) The Current Interest Bonds shall bear interest calculated on the basis of a 360 -day
year composed of twelve 30 -day months from the dates specified in the FORM OF BONDS set
forth in this Ordinance to their respective dates of maturity or redemption at the rates per annum
set forth in the Pricing Certificate.
The Premium Compound Interest Bonds shall bear interest from the Issuance Date,
calculated on the basis of a 360 -day year composed of twelve 30 -day months (subject to rounding
to the Compounded Amounts thereof), compounded on the Compounding Dates as set forth in
the Pricing Certificate, and payable, together with the principal amount thereof, in the manner
provided in the Form of Bonds at the rates set forth in the Pricing Certificate. Attached to the
Pricing Certificate, if Premium Compound Interest Bonds are to be issued, shall be the Accretion
Table. The Accreted Value with respect to any date other than a Compounding Date is the
amount set forth on the Accretion Table with respect to the last preceding Compounding Date,
plus the portion of the difference between such amount and the amount set forth on the Accretion
Table with respect to the next succeeding Compounding Date that the number of days (based on
30 -day months) from such last preceding Compounding Date to the date for which such
determination is being calculated bears to the total number of days (based on 30 -day months)
from such last preceding Compounding Date to the next succeeding Compounding Date.
(d) Right of Redemption. The City reserves the right, at its option, to redeem the
Bonds as set forth in the FORM OF BOND and the Pricing Certificate. The City, at least thirty
(30) days before the date of any optional redemption, shall notify the Paying Agent/Registrar of
such redemption date and of the amount and maturity of the Bonds to be redeemed.
(e) Notice of Redemption to Bondholder. The Paying Agent/Registrar shall give
notice of any redemption of the Bonds by sending notice by first class United States mail, postage
prepaid, not less than twenty (20) days before the date fixed for redemption, to the Bondholder at
the address shown in the Register. The notice shall state among other things, the redemption
date, the redemption price, the place at which the Bonds are to be surrendered for payment, and
that the Bonds so called for redemption shall cease to bear interest after the redemption date. Any
notice given as provided in this Section shall be conclusively presumed to have been duly given,
whether or not the Bondholder receives such notice. With respect to any optional redemption of
the Bonds, unless certain prerequisites to such redemption required by or this Ordinance have
Georgetown\GORefg\I3: Ordinance 4
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.
(f) Effect of Redemption. Notice of redemption having been given as provided in this
Section, the Bonds called for redemption shall become due and payable on the date fixed for
redemption and, unless the City defaults in the payment of the principal thereof or accrued interest
thereon, such Bonds thereof shall cease to bear interest from and after the date fixed for
redemption, whether or not such Bond is presented and surrendered for payment on such date. If
the Bonds thereof called for redemption are not so paid upon presentation and surrender thereof
for redemption, such Bonds thereof shall continue to bear interest at the rate stated on the Bond
until paid or until due provision is made for the payment of same.
(g) Conditional Notice of Redemption. With respect to any optional redemption of the
Bonds, unless certain prerequisites to such redemption required by this Ordinance have been met
and moneys sufficient to pay the principal of the premium, if any, and interest on the Bonds to be
redeemed shall have been received by the Paying Agent prior to the giving of such notice of
redemption, such notice shall sate 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.
Section 5. 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
Georgetown\GORefg\13: Ordinance 5
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 5(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, ordinances, 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.
Georgetown\GORefg\13: Ordinance Fr
(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 Pricing Certificate and 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 Pang 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 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(i) 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
Georgetown\GORefg\13: Ordinance 7
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 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.
Georgetown\GORefg\13: Ordinance 8
(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 initial
Purchaser of the Bonds or its designee, 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 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 initial
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 6. 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,
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.
FORM OF BOND
(All blanks and any appropriate or necessary insertions or deletions, to be completed as
determined by the Pricing Officer in the Pricing Certificate.)
NO. R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
WILLIAMSON COUNTY $
CITY OF GEORGETOWN, TEXAS
GENERAL OBLIGATION REFUNDING BOND,
SERIES 2013
[FORM OF FIRST PARAGRAPHS OF CURRENT INTEREST BONDS]
INTEREST RATE DATE OF BOND MATURITY DATE CUSIP NO.
Georgetown\GORefg\ 13 : Ordinance
*
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
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
20_*, on , 20 * and semiannually thereafter on each * and
* 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
at maturity or upon the date fixed for its redemption prior to maturity, at The Bank of New York
Mellon Trust Company, National Association, (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 * business day of the month next preceding each such date (the
*To be completed as determined by the Pricing officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is
inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of bond, the language in the
Pricing Certificate shall be used in the executed Bonds.
*To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is
inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of bond, the language in the
Pricing Certificate shall be used in the executed Bonds.
Georgetown\GORefg\13: Ordinance 10
"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.
[FORM OF FIRST PARAGRAPHS
OF PREMIUM COMPOUND INTEREST BOND]
NO. PC -
INTEREST RATE ISSUANCE DATE DATE OF BONDS
REGISTERED OWNER:
MATURITY AMOUNT:
MATURITY
AMOUNT
MATURITY DATE
ON THE MATURITY DATE SPECIFIED ABOVE, CITY OF GEORGETOWN,
TEXAS (the "City"), being a political subdivision and municipal corporation 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 Maturity Amount set forth above, representing the
principal amount hereof and accrued and compounded interest hereon. Interest shall accrue on
the principal amount hereof from the Issuance Date at the interest rate per annum specified above,
calculated on the basis of a 360 day year comprised of twelve 30 day months, compounded
semiannually on * and * of each year commencing , 20_*.
For convenience of reference a table of the "Accreted Value" per $5,000 Maturity Amount is
*To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is
inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of bond, the language in the
Pricing Certificate shall be used in the executed Bonds.
Georgetown\GORefg\13: Ordinance 11
printed on the reverse side of this Bond. The term "Accreted Value" as set forth in the table on
the reverse side hereof shall mean the original principal amount plus initial premium per $5,000
Maturity Amount compounded semiannually on " and at the yield
shown on such table.
THE MATURITY AMOUNT of this Bond is payable in lawful money of the United
States of America, without exchange or collection charges. The Maturity Amount of this Bond
shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at
maturity, at the designated office for payment of The Bank of New York Mellon Trust Company,
National Association, Dallas, Texas, which is the "Paying Agent/Registrar" for this Bond, and
shall be drawn by the Paying Agent/Registrar on, and solely from, funds of the City required by
the order authorizing the issuance of the Bonds (the "Ordinance") to be on deposit with the
Paying Agent/Registrar for such purpose as hereinafter provided, payable to the Registered
Owner hereof, as it appears on the Registration Books kept by the Paying Agent/Registrar, as
hereinafter described. The City covenants with the Registered Owner of this Bond that on or
before the Maturity 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 the Maturity Amount, when due. 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.
[FORM OF REMAINDER OF EACH BOND]
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 20_*, authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of
*To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is
inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of bond, the language in the
Georgetown\GORefg\13: Ordinance 12
$ *, TO PROVIDE FUNDS FOR REFUNDING THE REFUNDED
OBLIGATIONS; AND PAYING THE COSTS ASSOCIATED WITH THE ISSUANCE
OF THE BONDS.
ON , 20 *, or on any date thereafter, the Bonds of this Series maturing
on and after , 20* 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 _* 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 ("Term Bonds").
Term Bonds Maturing on , 20
Redemption Date—* Principal Amount
120 $
20 t $ t
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
Pricing Certificate shall be used in the executed Bonds.
*To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is
inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of bond, the language in the
Pricing Certificate shall be used in the executed Bonds.
* *Use of Term Bonds, if any, to be determined by the Pricing Officer.
Georgetown\GORefg\13: Ordinance 13
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 of the Registered Owner, and in aggregate
principal amount equal to the unredeemed portion thereof, will be issued to the Registered Owner
upon the surrender thereof for cancellation, at the expense of the City, all as provided in the
Ordinance.
WITH RESPECT TO any optional redemption of the 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
Georgetown\GORefg\13: Ordinance 14
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.
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
Georgetown\GORefg\13: Ordinance 15
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
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
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 NEW YORK
MELLON TRUST COMPANY,
NATIONAL ASSOCIATION
Paying Agent/Registrar
LIM
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
Georgetown\GORefg\13: Ordinance 16
(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
guaranteed by a member firm of
the New York Stock Exchange or
a commercial bank or trust company.
NOTICE: The signature above
must correspond with the name
of the Registered Owner as it
appears upon the front of this
Bond in every particular, with-
out alteration or enlargement
or any change whatsoever.
FORM OF REGISTRATION CERTIFICATE OF
THE COMPTROLLER OF PUBLIC ACCOUNTS FOR THE INITIAL BOND ONLY:
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 of Public Accounts
of the State of Texas
Georgetown\GORefg\13: Ordinance 17
[COMPTROLLER'S SEAL]
INSERTIONS FOR THE INITIAL BONDS
(i) The initial Current Interest Bonds shall be in the form set forth in this Exhibit, 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 ABOVE, the City of Georgetown, Texas
(the "Issuer"), being a political subdivision, hereby promises to pay to the Registered Owner
specified above, or registered assigns (hereinafter called the "Registered Owner"), on
20* in each of the years, in the principal installments and bearing interest at the
per annum rates set forth in the following schedule:
Principal Maturity Date Interest
Amount
( ) Rates
(Information for the Current Interest Bonds from the Pricing Certificate to be inserted)
The Issuer 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 , 20* at the respective Interest
Rate per annum specified above. Interest is payable on , 20_* and semiannually on
each * and * 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-1."
(ii) The Initial Compound Interest Bond shall be in the form set forth in this Section, except
that:
*To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is
inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of bond, the language in the
Pricing Certificate shall be used in the executed Bonds.
Georgetown\GORefg\13: Ordinance 18
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:
"THE CITY OF GEORGETOWN, TEXAS (the "City"), being a political subdivision of
the State of Texas, hereby promises to pay to the Registered Owner set forth above, or registered
assigns (hereinafter called the "Registered Owner") the Payment at Maturity on in
each of the years and in installments of the respective Maturity Amounts set forth in the following
schedule:
Principal Maturity Date Interest
Amount ( ) Rate
(Information for the Premium Compound Interest Bonds from the
Pricing Certificate to be inserted)
The amount shown above as the respective Maturity Amounts represent the principal amount
hereof and accrued and compounded interest hereon. Interest shall accrue on the principal
amount hereof from the Issuance Date at the interest rate per annum specified above,
compounded semiannually on * and * of each year commencing
20_* For convenience of reference, a table appears on the back of this Bond showing the
"Compounded Amount" of the original principal amount plus initial premium, if any, per $5,000
Maturity Amount compounded semiannually at the yield shown on such table."
C. the Initial Premium Compound Interest Bond shall be numbered "TPC -1."
Section 7. 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 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, within the
limit prescribed by law, 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
*To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is
inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of bond, the language in the
Pricing Certificate shall be used in the executed Bonds.
Georgetown\GORefg\13: Ordinance 19
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.
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.
Section 8. ESTABLISHMENT OF ESCROW FUND. (a) Investment of Funds.
The City hereby covenants that the proceeds of the sale of the Bonds will be used as soon as
practicable for the purposes for which the Bonds are issued. Obligations purchased as an
investment of money in any fund shall be deemed to be a part of such fund. Any money in any
fund created by this Ordinance may be invested in Permitted Investments as permitted by the
Public Funds Investment Act, as amended and the City's Investment Policy.
(b) Security for Funds. All funds created by this Ordinance shall be secured in the
manner and to the fullest extent required by law for the security of funds of the City.
(c) Maintenance of Funds. Any funds created pursuant to this Ordinance, other than
the Escrow Fund, may be created as separate funds or accounts or as subaccounts of the City's
General Fund held by the City's depository, and, as such, not held in separate bank accounts, such
treatment shall not constitute a commingling of the monies in such funds or of such funds and the
City shall keep full and complete records indicating the monies and investments credited to each
such fund.
(d) 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.
(e) Interest Earnings. Interest earnings derived from the investment of proceeds from
the sale of the Bonds shall be used along with the Bond proceeds for the purpose for which the
Bonds are issued as set forth in Section 3 hereof, provided that after completion of such purpose,
if any of such interest earnings remain on hand, such interest earnings shall be deposited in the
Interest and Sinking Fund. It is further provided, however, that any interest earnings on bond
Georgetown\GORefg\13: Ordinance 20
proceeds which are required to be rebated to the United States of America pursuant to Section 12
hereof in order to prevent the Bonds from being arbitrage bonds shall be so rebated and not
considered as interest earnings for the purposes of this Section.
Section 9. 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 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
Georgetown\GORefg\13: Ordinance 21
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.
Section 10. 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 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.
Georgetown\GORefg\13: Ordinance 22
(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 11. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS: BOND
COUNSEL'S OPINION: CUSIP NUMBERS AND CONTINGENT INSURANCE
PROVISION, IF OBTAINED. The Pricing Officer 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 12. 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 Issuer covenants as follows:
(1) to use all of the proceeds of the Bonds for the purposes set forth in Section 3
and the payment of principal, interest and redemption premium on the Refunded
Obligations;
Georgetown\GORefg\13: Ordinance 23
(2) 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;
(3) 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;
(4) 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;
(5) 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;
(6) 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;
(7) 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;
Georgetown\GORefg\13: Ordinance 24
(8) 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
(9) 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 Obligations 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 the ordinances authorizing the Refunded Obligations (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)
Georgetown\GORefg\13: Ordinance 25
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.
(f) 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 13. APPROVAL OF OFFERING DOCUMENTS, PAYING
AGENT/REGISTRAR AGREEMENT AND ESCROW AGREEMENT. The Pricing
Officer is hereby authorized to approve the Preliminary Official Statement, the Official Statement
relating to the Bonds and any addenda, supplement or amendment thereto and to deem such
documents final in accordance with Rule 15c2-12. The City further 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 Pricing Officer executing the same may deem
advisable, such determination to be conclusively evidenced by his execution thereof.
The Paying Agent/Registrar Agreement by and between the City and the Paying
Agent/Registrar ("Paying Agent Agreement") in substantially the form and substance previously
approved by the City Council is hereby approved and the Pricing Officer is hereby authorized and
directed to complete, amend, modify and execute the Paying Agent Agreement as necessary.
The discharge and defeasance of Refunded Obligations shall be effectuated pursuant to the
terms and provisions of an Escrow Agreement, in the form and containing the terms and
provisions as shall be approved by a Pricing Officer, including any insertions, additions, deletions,
and modifications as may be necessary (a) to carry out the program designed for the City by the
underwriters or purchaser, (b) to maximize the City's present value savings and/or to minimize the
City's costs of refunding, (c) to comply with all applicable laws and regulations relating to the
refunding of the Refunded Obligations and (d) to carry out the other intents and purposes of this
Ordinance; and, the Pricing Officer is hereby authorized to execute and deliver such Escrow
Agreement, on behalf of the City, in multiple counterparts.
Georgetown\GORefg\13: Ordinance 26
To maximize the City's present value savings and to minimize the City's costs of refunding,
the City hereby authorizes and directs that certain of the Refunded Obligations shall be called for
redemption prior to maturity in the amounts, at the dates and at the redemption prices set forth in
the Pricing Certificate, and the Pricing Officer is hereby authorized and directed to take all
necessary and appropriate action to give or cause to be given a notice of redemption to the
holders or paying agent/registrars, as appropriate, of such Refunded Obligations, in the manner
required by the documents authorizing the issuance of such Refunded Obligations.
The Pricing Officer and the Escrow Agent are each hereby authorized (a) to subscribe for,
agree to purchase, and purchase Defeasance Securities that are permitted investments for a
defeasance escrow established to defease Refunded Obligations, and to execute any and all
subscriptions, purchase agreements, commitments, letters of authorization and other documents
necessary to effectuate the foregoing, and any actions heretofore taken for such purpose are
hereby ratified and approved, and (b) to authorize such contributions to the escrow fund as are
provided in the Escrow Agreement.
Section 14. INSURANCE PROVISIONS. In connection with the sale of the Bonds,
the City may obtain municipal bond insurance policies from one or more recognized municipal
bond insurance organizations (the "Bond Insurer" or "Bond Insurers") to guarantee the full and
complete payment required to be made by or on behalf of the City on the Bonds. The Pricing
Officer is hereby authorized to sign a commitment letter or insurance agreement with the Bond
Insurer or Bond Insurers and to pay the premium for the bond insurance policies at the time of the
delivery of the Bonds to the initial Purchaser out of the proceeds of sale of the Bonds or from
other available funds and to execute such other documents and certificates as necessary in
connection with the bond insurance policies as the Pricing Officer may deem appropriate.
Printing on the Bonds covered by the bond insurance policies a statement describing such
insurance, in form and substance satisfactory to the Bond Insurer and the Pricing Officer, is
hereby approved and authorized. The Pricing Certificate may contain provisions related to the
bond insurance policies, including payment provisions thereunder, and the rights of the Bond
Insurer or Insurers, and any such provisions shall be read and interpreted as an integral part of this
Ordinance.
Section 15. 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 as determined by the Pricing Officer at the time the Bonds are sold.
The Pricing Certificate shall specify such financial and operating data of the general type included
in the final Official Statement authorized by Section 13 of this Ordinance. 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
Georgetown\GORefg\13: Ordinance 27
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) Certain 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;
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;
Georgetown\GORefg\13: Ordinance 28
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
9 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.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF
ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
Georgetown\GORefg\13: Ordinance 29
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.
Section 16. 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 Ordinance 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
Georgetown\GORefg\13: Ordinance 30
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.
(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.
Georgetown\GORefg\13: Ordinance 31
(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 17. 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.
(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
Georgetown\GORefg\13: Ordinance 32
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 18. 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 19. 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.
Section 20. FURTHER ACTIONS. The officers and employees of the City are hereby
authorized, empowered and directed from time to time and at any time to do and perform all such
acts and things and to execute, acknowledge and deliver in the name and under the corporate seal
and on behalf of the City all such instruments, whether or not herein mentioned, as may be
necessary or desirable in Ordinance 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 Pricing Officer, Chief Financial Officer of the City and Bond Counsel are 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 Ordinance 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.
Georgetown\GORefg\13: Ordinance 33
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 21. INTERPRETATIONS. All terms defined herein and all pronouns used in
this Ordinance shall be deemed to apply equally to singular and plural and to all genders. The
titles and headings of the articles and sections of this Ordinance have been inserted for
convenience of reference only and are not to be considered a part hereof and shall not in any way
modify or restrict any of the terms or provisions hereof. This Ordinance and all the terms and
provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to
sustain the validity of the Bonds and the validity of the lien on and pledge to secure the payment
of the Bonds.
Section 22. INCONSISTENT PROVISIONS. All ordinances 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 23. INTERESTED PARTIES. Nothing in this Ordinance expressed or
implied is intended or shall be construed to confer upon, or to give to, any person or entity, other
than the City and the registered owners of the 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 24. NO PERSONAL LIABILITY. No covenant or agreement contained in
the Bonds, this Ordinance or any corollary instrument shall be deemed to be the covenant or
agreement of any member of the City Council or any officer, agent, employee or representative of
the City Council in his individual capacity, and neither the directors, officers, agents, employees or
representatives of the City Council nor any person executing the Bonds shall be personally liable
thereon or be subject to any personal liability for damages or otherwise or accountability by
reason of the issuance thereof, or any actions taken or duties performed, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or penalty, or
otherwise, all such liability being expressly released and waived as a condition of and in
consideration for the issuance of the Bonds.
Section 25. 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.
Georgetown\GORefg\13: Ordinance 34
IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed
and approved on the first and final reading on the 23rd day of April, 2013.
THE CITY OF GEORGETOWN:
George rver, Mayor
City of Georgetown, Texas
APPROVED AS TO FORM:
4 1,-. CV � A4�
Bridget Chapman, Ci Att ey
Georgetown`,GORefg'.13: Ordinance
EXHIBIT A
DEFINITIONS
As used in this Ordinance, the following terms and expressions shall have the meanings set
forth below, unless the text hereof specifically indicates otherwise:
"Accountant" means an independent certified public accountant or accountants or a firm of
an independent certified public accountants, in either case, with demonstrated expertise and
competence in public accountancy.
"Accreted Value" means, with respect to a Premium Compound Interest Bond, as of any
particular date of calculation, the original principal amount thereof, plus all interest accrued and
compounded to the particular date of calculation, as determined in accordance with the Pricing
Certificate and the Accretion Table attached as an exhibit to the Pricing Certificate relating to the
respective Bonds that shows the Accreted Value per $5,000 maturity amount on the calculation
date of maturity to its maturity.
"Accretion Table" means the exhibit attached to the Pricing Certificate that sets forth the
rounded original principal amounts at the Issuance Date for the Premium Compound Interest
Bonds and the Accreted Values and maturity amounts thereof as of each Compounding Date until
final maturity.
"Authorized Denominations" means the denomination of $5,000 or any integral multiple
thereof with respect to the Current Interest Bonds and in the denomination of $5,000 in maturity
amount or any integral multiple thereof with respect to the Premium Compound Interest Bonds.
"Bond Insurer" or "Insurer" means the provider of a municipal bond insurance policy, if
any, for the Bonds as determined by the Pricing Officer in the Pricing Certificate or any other
entity that insures or guarantees the payment of principal and interest on any Bonds.
"Bonds" means the Bonds and includes collectively the Premium Compound Interest
Bonds and Current Interest Bonds initially issued and delivered pursuant to this Bond order and
the Pricing Certificate 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.
"Book -Entry -Only System" means the book -entry system of bond registration provided in
Section 5, or any successor system of book -entry registration.
"Business Day" means any day which is not a Saturday, Sunday or a day on which the
Paying Agent/Registrar is authorized by law or executive order to remain closed.
Georgetown: GORefg\13:Ordinance A-1
"Cede & Co." means the designated nominee and its successors and assigns of The
Depository Trust Company, New York.
"City" and "Issuer" mean the City of Georgetown, Texas, and where appropriate, the City
Council.
"City Council" means the governing body of the City.
"Closing Date" means the date of initial delivery of and payment for the Bonds.
"Compounded Amount" means, with respect to a Premium Compound Interest Bond, as of
any particular date of calculation, the original principal amount thereof plus all interest accrued
and compounded to the particular date of calculation.
"Compounding Dates" means the dates on which interest is compounded on the Premium
Compound Interest Bonds as set forth in the Accretion Table attached to the Pricing Certificate.
"Current Interest Bonds" means the Bonds paying current interest and maturing in each of
the years and in the aggregate principal amounts set forth in the Pricing Certificate.
"Defeasance Securities" means (i) Federal Securities, (ii) noncallable obligations of an
agency or instrumentality of the United States of America, including obligations that are
unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the
City Council adopts or approves proceedings authorizing the issuance of refunding bonds or
otherwise provide for the funding of an escrow to effect the defeasance of the 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 Council
adopts or approves proceedings authorizing the issuance of refunding bonds or otherwise provide
for the funding of an escrow to effect the defeasance of the 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.
"Depository" means one or more official depository banks of the City.
"DTC" means The Depository Trust Company, New York, New York and its successors
and assigns.
"DTC Participant" means 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.
"Escrow Agent" means The Bank of New York Mellon Trust Company, National
Association, Dallas, Texas or any successor escrow agent under the Escrow Agreement.
Georgetown: GORefg\13:Ordinance A-2
"Escrow Agreement" means the agreements by and between the City and the Escrow
Agent relating to refunding the Refunded Obligations and the cash defeasance, respectively.
"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).
"Fiscal Year" means the twelve-month accounting period used by the City currently
ending on September 30 of each year, which may be any twelve consecutive month period
established by the City.
"Holder," "Holders," "Owners" or "Registered Owners" means any person or entity in
whose name a Bond is registered in the Register, for any Bonds.
"Initial Bonds" means the Bonds authorized, issued, and initially delivered as provided in
Section 4 of this Ordinance.
"Insurance Policy" means an insurance policy, if any, issued by any insurer guaranteeing
the scheduled principal of and interest on the Bonds when due.
"Interest and Sinking Fund' means the special fund maintained by the provisions of
Section 7 of this Ordinance.
"Interest Payment Date" means a date on which interest on the Bonds is due and payable.
"Issuance Date" means the date of delivery of the related Series of the Bonds.
WSRB" means the Municipal Securities Rulemaking Board.
"Ordinance" means this ordinance finally adopted by the City Council on April 23, 2013.
"Outstanding", when used with respect to Bonds, means, as of the date of determination,
all Bonds theretofore delivered under this Ordinance, except:
(1) Bonds theretofore cancelled and delivered to the City or delivered to the Paying
Agent/Registrar for cancellation;
(2) Bonds deemed paid pursuant to the provisions of Section 9 of this Ordinance;
(3) Bonds upon transfer of or in exchange for and in lieu of which other Bonds have been
authenticated and delivered pursuant to this Ordinance
Georgetown: GORefg\13:Ordinance A-3
(4) Bonds under which the obligations of the City have been released, discharged or
extinguished in accordance with the terms thereof.
"Permitted Investments" means any security or obligation or combination thereof
permitted under the Public Funds Investments Act, Chapter 2256, Texas Government Code, as
amended or other applicable law.
"Premium Compound Interest Bonds" means the Bonds on which no interest is paid prior
to maturity, maturing in various amounts and in the aggregate principal amount as set forth in the
Pricing Certificate.
"Pricing Certificate" means the Pricing Certificate of the City's Pricing Officer to be
executed and delivered pursuant to Section 4 hereof in connection with the issuance of the Bonds.
"Pricing Officer" means the Mayor, acting as the designated pricing officer of the City to
execute the Pricing Certificate. In the absence of the Mayor, the Mayor Pro Tem may act as the
designated pricing officer of the City to execute the Pricing Certificate.
"Rating Agency" means any nationally recognized securities rating agency which has
assigned, at the request of the City, a rating to the Bonds.
"Record Date" means Record Date as defined in Section 6 the Form of Bonds and each
Pricing Certificate.
"Redemption Date" means a date fixed for redemption of any Bond pursuant to the terms
of this Ordinance and each Pricing Certificate.
"Refunded Obligations" means those Refundable Obligations designated by the Pricing
Officer in the Pricing Certificate to be refunded.
"Refundable Obligations" means all or a portion of the City's outstanding debt
obligations.
"Register" or "Registration Books" means the registry system maintained on behalf of the
City by the Registrar in which are listed the names and addresses of the Registered Owners and
the principal amount of Bonds registered in the name of each Registered Owner.
"Replacement Bonds" means the Bonds authorized by the City to be issued in substitution
for lost, apparently destroyed, or wrongfully taken Bonds as provided in Section 10 of this
Ordinance.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
Georgetown: GORefg\13:Ordinance A-4
"Underwriters" or "initial Purchaser" means the Senior Managing Underwriter and/or any
additional investment banking firms designated by the Pricing Officer in the Pricing Certificate.
Georgetown: GGRefg\13:Ordinance A-5
EXHIBIT B
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 15 of this Ordinance.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements contained in the Official Statement.
Georgetown: GORefg\12:Ordinance B-1