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GEORGTWN/CO2003: Ordinance Z oo34 9
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TABLE OF CONTENTS
PAGE
RECITALS..............................................I...................1
SECTION 1. RECITALS, AMOUNT PURPOSE OF THE CERTIFICATES ........ I ...... 2
(a) Recitals and Purpose ...................... I .......................... 2
(b) Century Plan ........................... I . I ...... I .................. 2
SECTION 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND
MATURITIES OF CERTIFICATES ......... I . . ..................... 2
SECTION 3. INTEREST......................................................3
SECTION 4, CHARACTERISTICS OF THE CERTIFICATES ......................... 3
(a) Registration Transfer Conversion and Exchange, Authentication .. 1 . 1 ..... 1.1.3
(b) Pg=ent of Certificates and Interest ........... I ......................... 4
(c) In General........................................................5
(d) Substitute Paying A eg nt/Re istrar ..................1.1.........11...... 5
(e) Book -Entry -Only System .................... I ........................ 6
(f) Successor Securities Depository Transfer Outside Book -Entry -Only S st ...... 6
(g) Payments to Cede & Co .................... I ......................... 7
(h) Initial Certificate(s)........................................ I ........ 7
SECTION 5. FORM OF CERTIFICATE .. I ..... I ...... I ..... I ......... 1 1 . 1 ...... 17
SECTION 6. INTEREST AND SINKING FUND ....... I ........................... 16
SECTION 7. REVENUES....................................................17
SECTION 8. DEFEASANCE OF CERTIFICATES ................. I ............... 17
SECTION 9. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
CERTIFICATES...............................................18
(a) Replacement Certificates ............................................ 18
(b) Application for Replacement Certificates .... I ... I ... I . . ................. 18
(c) No Default Occurred ............................................... 18
(d) Charge for Issuing Replacement Certificates ............................. 19
(e) Authority for Issuing, Replacement Certificates ............................ 19
SECTION 10. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES;
BOND COUNSEL'S OPINION; CUSIP NUMBERS AND
CONTINGENT INSURANCE PROVISION, IF OBTAINED ............. 19
GEORGTWN/CO2003:Ordinance Zoo33 ISj i
SECTION 11. COVENANTS REGARDING TAX EXEMPTION OF
INTEREST ON THE CERTIFICATES ..... I ........................ 21
(a) Covenants.......................................................19
(b) Rebate Fund ..................................................... 19
(c) Proceeds........................................................21
(d) Allocation Of, and Limitation On Expenditures for the Project ............... 21
(e) Disposition of Project ........................... I .................. 22
(f) Designation as Qualified Tax -Exempt Certificates ......................... 22
SECTION 12. SALE OF CERTIFICATES ........................................ 22
SECTION 13. REMEDIES IN EVENT OF DEFAULT .............................. 22
SECTION 14. INTEREST EARNINGS ON CERTIFICATE PROCEED ................. 23
SECTION 15. APPROVAL OF PAYING AGENTIREGISTRAR AGREEMENT,
LETTER OF REPRESENTATIONS AND OFFICIAL STATEMENT ...... 23
SECTION 16. CONTINUING DISCLOSURE UNDERTAKING ................... I ... 23
(a) Annual Reports .............................. 23
(b) Material Event Notices ........................................... 24
(c) Limitations Disclaimers and Amendments ..................... I . , .... 24
(d) Definitions ..................... I ............... I ............ 1.26
SECTION 17, INSURANCE PROVISIONS ...................... I ................ 26
SECTION 18, NO RECOURSE AGAINST CITY OFFICIALS ..... I ......... I ........ 29
SECTION 19. FURTBER ACTIONS ............. I ..... I ........................ 30
SECTION 20. APPROPRIATIONS .............. I ................ I ............. 30
SECTION 21. INTERPRETATIONS ................. I ..... I ........ I ........... 30
SECTION 22. INCONSISTENT PROVISIONS ..... I ................ I ............ 1 30
SECTION 23. INTERESTED PARTIES ............................. I ............ 30
SECTION 24. INCORPORATION OF RECITALS .. I ..... I .... 4 ............. I ... 1.31
SECTION 25. SEVERABILITY ..................... I .......................... 31
SECTION 26. REPEALER....................................................31
SECTION 27. EFFECTIVE DATE ..................... I ........................ 31
SECTION 28. PERFECTION..................................................31
Signatures and Seal.........................................................32
Exhibit A - Paying Agent/Registrar Agreement
Exhibit B - Description of Annual Financial Information
GEORGTWNICO2003:Ordinance 20055 '99 11
Ordinance No. 2003-
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M. 4110
THE
COUNTY1
CITY OF GEORGETOWN §
WHEREAS, the City Council of the City of Georgetown, Texas (the "City") deems it
advisable to issue certificates of obligation in the amount of $2,430,000 (the "Certificates") for the
purpose of paying contractual obligations incurred or to be incurred by the City for:(1) acquisition
and purchase of fire equipment and vehicles, (2) constructing, improving, extending, expanding,
upgrading and/or developing City streets, bridges, intersections and other traffic improvement
projects and related costs, (3) acquisition and purchase of property in downtown Georgetown at 96`
and Main Street and construction and improvement of such property for a parking lot; and (4)
professional services including fiscal, engineering, architectural and legal fees and other such costs
incurred in connection therewith including the costs of issuing the Certificates (the "Contractual
Obligations") would be beneficial to the inhabitants of the City and are needed to perform essential
City functions; and
WHEREAS, the Certificates hereinafter authorized and designated are to be issued and
delivered for cash pursuant to Subchapter C of Chapter 271, Local Government Code, as amended,
and Section 1502.052, Texas Government Code, as amended; and
WHEREAS, on November 11, 2003 the City Council passed a resolution authorizing and
directing the City Secretary to give notice of intention to issue Certificates; and
WHEREAS, the notice was published on November 26, 2003 and December 3, 2003 in the
Williamson County Sun, a newspaper of general circulation in the City and a "newspaper" as defined
in Section 2051.044, Government Code; and
WHEREAS, the City has not received a petition from the qualified electors of the City
protesting the issuance of the Certificates; and'
GEORGTWN/CO2003: Ordinance 2003` 99 1
WHEREAS, the City hereby finds that the issuance of the Certificates implements Finance
Policy 14.00 of the Century Plan and further finds that the enactment of this Ordinance is not
inconsistent or in conflict with any other Century Plan Policies; 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 ofthe time, place and purpose of said
meeting was given, all as required by Chapter 551, Texas Government Code; and
WHEREAS, it is considered to be in the best interest of the City that the interest bearing
Certificates be issued.
• 1. 1 ! C i i C ; i' i
SECTION 1. RECITALS, AMOUNT PURPOSE OF THE CERTIFICATES AND
CENTURY PLAN. (a) Recitals and Purpose. The recitals set forth in the preamble hereof are
incorporated by reference herein and shall have the same force and effect as if set forth in this Section.
The certificates of the City of Georgetown, Texas (the "City") are hereby authorized to be issued and
delivered in the aggregate principal amount of $2,430,000 for the purpose of paying contractual
obligations incurred or to be incurred by the City for: (1) acquisition and purchase of fire equipment
and vehicles, (2) constructing, improving, extending, expanding, upgrading and/or developing City
streets, bridges, intersections and other traffic improvement projects and related costs, (3) acquisition
and purchase of property in downtown Georgetown at 9' and Main Street and construction and
improvement of such property for a parking lot; and (4) professional services including fiscal,
engineering, architectural and legal fees and other such costs incurred in connection therewith
including the costs of issuing the Certificates.
(b) Century Plan. The City Council hereby finds that the issuance of the Certificates
implements the following policy of the Century Plan - Policy Plan Element:
Finance Policy End 14.00 which states; "All municipal operations are conducted in
an efficient, business -like manner and sufficient financial resources for both current
and future needs are provided."
SECTION 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND
MATURITIES OF CERTIFICATES. Each Certificate issued pursuant to this Ordinance shall be
designated: "CITY OF GEORGETOWN, TEXAS COMBINATION TAX AND UTILITY
SYSTEM LIMITED REVENUE CERTIFICATE OF OBLIGATION, SERIES 2003", and initially
there shall be issued, sold, and delivered hereunder fully registered certificates, without interest
coupons, dated December 15, 2003, in the respective denominations and principal amounts
hereinafter stated, numbered consecutively from R-1 upward (except the initial Certificate delivered
to the Attorney General ofthe State of Texas which shall be numbered T-1), payable to the respective
initial registered owners thereof (as designated' in Section 12 hereof), or to the registered assignee
or assignees of said certificates or any portion or portions thereof (in each case, the "Registered
GEORGTWN/CO2003:Ordinance 2063" ` 2
Owner"), and said certificates shall mature and be payable serially on August 15 in each of the years
and in the principal amounts, respectively, as set forth in the following schedule:
YEAR
AMOUNT
YEAR
AMOUNT
2005
$ 280,000
2013
$ 145,000
2006
75,000
---
---
2007
135,000
2015
295,000
2008
145,000
---
---
2009
150,000
2019
370,000
2010
130,000
---
---
2011
135,000
2023
430,000
2012
140,000
The term "Certificates" as used in this Ordinance shall mean and include collectively the Certificates
initially issued and delivered pursuant to this Ordinance and all substitute Certificates exchanged
therefor, as well as all other substitute certificates and replacement Certificates issued pursuant
hereto, and the term "Certificate" shall mean any of the Certificates.
SECTION 3. INTEREST. The Certificates scheduled to mature during the years,
respectively, set forth below shall bear interest from the dates specified in the FORM OF
CERTIFICATE set forth in this Ordinance to their respective dates of maturity or redemption prior
to maturity at the following rates per annum:
YEAR
RATE
YEAR
RATE
2005
3.000%
2013
3.625%
2006
3.000
---
---
2007
3.000
2015
3.875
2008
3.000
---
---
2009
3.000
2019
4.200
2010
3.000
---
I---
2011
3.250
2023
4.500
2012
3.400
Interest shall be payable in the manner provided and on the dates stated in the FORM OF
CERTIFICATE set forth in this Ordinance.
SECTION 4. CHARACTERISTICS OF THE CERTIFICATES. (a) Registration,
Transfer, Conversion and Exchange; Authentication. The City shall keep or cause to be kept at The
Bank ofNew York Trust Company ofFlorida, N.A., (the "Paying Agent/Registrar") books or records
for the registration of the transfer, conversion and exchange of the Certificates (the "Registration
Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent
to keep such books or records and make such registrations of transfers, conversions and exchanges
under such reasonable regulations as the City and Paying Agent/Registrar may prescribe; and the
Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein
provided. The Paying Agent/Registrar shall obtain and record in the Registration Books the address
GEORGTWN/CO2003: Ordinance 2�003'99 3
of the Registered Owner of each Certificate to which payments with respect to the Certificates shall
be mailed, as herein provided; but it shall be the duty of each Registered Owner to notify the Paying
Agent/Registrar in writing of the address to which payments shall be mailed, and such interest
payments shall not be mailed unless such notice has been given. The City shall have the right to
inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but
otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless
otherwise required by law, shall not permit their inspection by any other entity. The Paying
Agent/Registrar shall make the Registration Books available within the State of Texas. The City shall
pay the Paying Agent/Registrar's standard or customary fees and charges for making such
registration, transfer, conversion, exchange and delivery of a substitute Certificate or Certificates.
Registration of assignments, transfers, conversions and exchanges of Certificates shall be made in the
manner provided and with the effect stated in the FORM OF CERTIFICATE set forth in this
Ordinance. Each substitute Certificate shall bear a letter and/or number to distinguish it from each
other Certificate.
Except as provided in Section 4(c) of this Ordinance, an authorized representative of the
Paying Agent/Rkgistrar shall, before the delivery of any such Certificate, date and manually sign said
Certificate, and no such Certificate shall be deemed to be issued or outstanding unless such Certificate
is so executed. The Paying Agent/Registrar promptly shall cancel all paid Certificates and Certificates
surrendered for conversion and exchange. No additional ordinances, orders, or resolutions need be
passed or adopted by the governing body of the City or any other body or person so as to accomplish
the foregoing conversion and exchange of any Certificate or portion thereof, and the Paying
Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Certificates
in the manner prescribed herein, and said Certificates shall be printed or typed on paper of customary
weight and strength. Pursuant to Chapter 1201, Texas Government Code, as amended, and
particularly Subchapter D thereof, the duty of conversion and exchange of Certificates as aforesaid
is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Certificate, the
converted and exchanged Certificate shall be valid, incontestable, and enforceable in the same manner
and with the same effect as the Certificates which initially were issued and delivered pursuant to this
Ordinance, approved by the Attorney General and registered by the Comptroller of Public Accounts.
(b) Payment of Certificates and Interest. The City hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Certificates,
all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all
payments made by the City and the Paying Agent/Registrar with respect to the Certificates, and of
all conversions and exchanges of Certificates, and all replacements of Certificates, as provided in this
Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for
thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will
be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have
been received from the City. Notice of the past due interest shall be sent at least five (5) business
days prior to the Special Record Date by United States mail, first-class postage prepaid, to the
address of each Registered Owner appearing on the Registration Books at the close of business on
the last business day next preceding the date of mailing of such notice.
GEORGTWN/CO2003: Ordkwm G oo3J ,g9 4
(c) In General. The Certificates (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Certificates to be payable only to the Registered
Owners thereof, (ii) may be redeemed prior to their scheduled maturities (notice of which shall be
given to the Paying Agent/Registrar by the City at least 45 days prior to any such redemption date),
(iii) may be converted and exchanged for other Certificates, (iv) may be transferred and assigned, (v)
shall have the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the princi-
pal of and interest on the Certificates shall be payable, and (viii) shall be administered and the Paying
Agent/Registrar and the City shall have certain duties and responsibilities with respect to the
Certificates, all as provided, and in the manner and to the effect as required or indicated, in the FORM
OF CERTIFICATE set forth in this Ordinance. The Certificates initially issued and delivered
pursuant to this Ordinance are not required to be, and shall not be, authenticated by the Paying
Agent/Registrar, but on each substitute Certificate issued in conversion of and exchange for any
Certificate or Certificates issued under this Ordinance the Paying Agent/Registrar shall execute the
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in
the FORM OF CERTIFICATE.
(d) Substitute Paving Agent/Registrar. The City covenants with the Registered Owners of
the Certificates that at all times while the Certificates are outstanding the City will provide a
competent and legally qualified bank, trust company, financial institution, or other agency to act as
and perform the services of Paying Agent/Registrar for the Certificates under this Ordinance, and that
the Paying Agent/Registrar will be one entity. The City reserves the right to, and may, at its option,
change the Paying Agent/Registrar upon not less than 30 days written notice to the Paying
Agent/Registrar, to be effective at such time which will not disrupt or delay payment on the next
principal or interest payment date after such notice. In the event that the entity at any time acting as
Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or
otherwise cease to act as such, the City covenants that promptly it will appoint a competent and
legally qualified bank, trust company, financial institution, or other agency to act as Paying
Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous
Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof),
along with all other pertinent books and records relating to the Certificates, to the new Paying
Agent/Registrar designated and appointed by the City. Upon any change in the Paying
Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the new Paying
Agent/Registrar to each Registered Owner of the Certificates, by United States mail, first-class
postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By
accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have
agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered
to each Paying Agent/Registrar.
(e) Book-EntrSystem. The Certificates issued in exchange for the Certificates initially
issued as provided in Section 4(h) shall be issued in the form of a separate single fully registered
Certificate for each of the maturities thereof registered in the name of Cede & Co. as nominee of
DTC and except as provided in subsection (f) hereof, all of the Outstanding Certificates shall be
registered in the name of Cede & Co., as nominee of DTC.
GEORGTWN/CO2003: Ordinance Z0003 �S 9 5
With respect to Certificates registered in the name of Cede & Co., as nominee of DTC, the
City and the Paying Agent/Registrar shall have no responsibility or obligation to any securities
brokers and dealers, banks, trust companies, clearing corporations and certain other organizations
on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of
securities transactions among DTC participants (the "DTC Participant") or to any person on behalf
of whom such a DTC Participant holds an interest in the Certificates. Without limiting the
immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility
or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC
Participant with respect to any ownership interest in the Certificates, (ii) the delivery to any DTC
participant or any other person, other than a Registered Owner, as shown on the Registration Books,
of any notice with respect to the Certificates, including any notice of redemption, or (iii) the payment
to any DTC Participant or any person, other than a Registered Owner, as shown on the Registration
Books of any amount with respect to principal of, premium, if any, or interest on the Certificates.
Notwithstanding any other provision of this Ordinance to the contrary, but to the extent permitted
by law, the City and the Paying Agent/Registrar shall be entitled to treat and consider the person in
whose name each Certificate is registered in the Registration Books as the absolute owner of such
Certificate for the purpose of payment of principal, premium, if any, and interest, with respect to such
Certificate, for the purposes of registering transfers with respect to such Certificates, and for all other
purposes of registering transfers with respect to such Certificates, and for all other purposes
whatsoever. The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest on
the Certificates only to or upon the order of the respective Registered Owners, as shown in the
Registration Books as provided in the Ordinance, or their respective attorneys duly authorized in
writing, and all such payments shall be valid and effective to fully satisfy and discharge the City"s
obligations with respect to payment of principal of, premium, if any, and interest on the Certificates
to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in the
Registration Books, shall receive a Certificate evidencing the obligation ofthe City to make payments
of principal, premium, if any, and interest pursuant to the Ordinance. Upon delivery by DTC to the
Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to
interest checks being mailed to the registered owner at the close of business on the Record Date the
word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC.
(f) Successor Securities Depository Transfer Outside Book -Entry Only System. Inthe event
that the City determines to discontinue the book -entry system through DTC or a successor or DTC
determines to discontinue providing its services with respect to the Certificates, the City shall either
(i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the
Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the
appointment of such successor securities depository and transfer one or more separate Certificates
to such successor securities depository or (ii) notify DTC and DTC Participants of the availability
through DTC of Certificates and transfer one or more separate Certificates to DTC Participants
having Certificates credited to their DTC accounts. In such event, the Certificates shall no longer be
restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of
DTC, but may be registered in the name of the successor securities depository, or its nominee, or in
GEORGrWN/CO2003: Ordinance 00 3"" D 9 6
whatever name or names Registered Owner transferring or exchanging Certificates shall designate,
in accordance with the provisions of this Ordinance.
(g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the
contrary, so long as any Certificate is registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of, premium, if any, and interest on such Certificate and all notices
with respect to such Certificate shall be made and given, respectively, in the manner provided in the
Blanket Representation of the City to DTC.
(h) Initial Certificate. The Certificates herein authorized shall be initially issued as fully
registered certificates, being one certificate for each maturity in the denomination of the applicable
principal amount and the initial Certificate shall be registered in the names of the Underwriter or the
designees thereof as set forth in Section 12 hereof. The initial Certificate shall be the Certificate
submitted to the Office of the Attorney General of the State of Texas for approval, certified and
registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered
to the Underwriter. Immediately after the delivery of the initial Certificate, the Paying
Agent/Registrar� shall cancel the initial Certificate delivered hereunder and exchange therefor
Certificates in the form of a separate single fully registered Certificate for each of the maturities
thereof registered in the name of Cede & Co., as nominee of DTC and except as provided in Section
4(f), all of the outstanding Certificates shall be registered in the name of Cede & Co., as nominee of
DTC.
SECTION 5. FORM OF CERTIFICATE. The form of the Certificate, including the form
of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form. of
Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached
to the Certificates initially issued and delivered pursuant to this Ordinance, shall be, respectively,
substantially as follows, with such appropriate variations, omissions or insertions as are permitted or
required by this Ordinance.
NO* W UNITED STATES a,AMERICAPRINCIPAL
STATE OF i
COUNTY i, WILLIAMSON
CITY OF i i
Cj#)1rWW,tT-L*V JIQL &VQ TEM LIMITED REVENUE
10 MAR V oil)t
f
SERIES 2003
DATE OF MATURITY
01 IN
Imaluill
GEORGTVN/CO2003: Ordinance Z 3� S J 7
1�M
December 15, 2003
PRINCIPAL AMOUNT:
ON THE MATURITY DATE specified above, the CITY OF GEORGETOWN, in
Williamson County, Texas (the "City"), being a political subdivision of the State of Texas, hereby
promises to pay to the Registered Owner set forth above, or registered assigns (hereinafter called the
"Registered Owner") the principal amount set forth above, and to pay interest thereon from the Date
of Certificates set forth above, on August 15, 2004 and semiannually on each February 15 and August
15 thereafter to the maturity date specified above, or the date of redemption prior to maturity, at the
interest rate per annum specified above; except that if this Certificate is required to be authenticated
and the date of its authentication is later than the first Record Date (hereinafter defined), such
principal amount shall bear interest from the interest payment date next preceding the date of
authentication, unless such date of authentication is after any Record Date but on or before the next
following interest payment date, in which case such principal amount shall bear interest from such
next following interest payment date; provided, however, that if on the date of authentication hereof
the interest on the Certificate or Certificates, if any, for which this Certificate is being exchanged or
converted from is due but has not been paid, then this Certificate shall bear interest from the date to
which such interest has been paid in full. Notwithstanding the foregoing, during any period in which
ownership of the Certificates is determined only by a book entry at a securities depository for the
Certificates, any payment to the securities depository, or its nominee or registered assigns, shall be
made in accordance with existing arrangements between the City and the securities depository.
THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money
of the United States of America, without exchange or collection charges. The principal of this
Certificate shall be paid to the Registered Owner hereof upon presentation and surrender of this
Certificate at maturity, or upon the date fixed for its redemption prior to maturity, at The Bank of
New York Trust Company of Florida, N.A., New York, which is the "Paying Agent/Registrar" for
this Certificate at their office in New York, New York (the "Designated Payment/Transfer Office").
The payment of interest on this Certificate shall be made by the Paying Agent/Registrar to the Regis-
tered Owner hereof on each interest payment date by check or draft, dated as of such interest
payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the City
required by the ordinance authorizing the issuance of this Certificate (the "Certificate Ordinance") to
be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such
check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage
prepaid, on each such interest payment date, to the Registered Owner hereof, at its address as it
appeared on the last business day of the month preceding each such date (the "Record Date") on the
registration books kept by the Paying Agent/Registrar (the "Registration Books"). In addition,
interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by,
GEORa W ICO2003: Ordinance *3 9 J 8
and at the risk and expense of, the Registered Owner. In the event of a non-payment of interest on
a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment
(a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for
the payment of such interest have been received from the City. Notice of the Special Record Date
and of the scheduled payment date of the past due interest (which shall be 15 days after the Special
Record Date) shall be sent at least five business days prior to the Special Record Date by United
States mail, first-class postage prepaid, to the address of each owner of a Certificate appearing on the
Registration Books at the close of business on the last business day next preceding the date of mailing
of such notice. Notwithstanding the foregoing, during any period in which ownership of the
Certificates is determined only by a book entry at a securities depository for the Certificates,
payments made to the securities depository, or its nominee, shall be made in accordance with
arrangements between the City and the securities depository.
DURING ANY PERIOD in which ownership of the Certificates is determined only by a
book entry at a securities depository for the Certificates, if fewer than all of the Certificates of the
same maturity and bearing the same interest rate are to be redeemed, the particular Certificates of
such maturity acid bearing such interest rate shall be selected in accordance with the arrangements
between the City and the securities depository.
ANY ACCRUED INTEREST due at maturity or upon the redemption of this Certificate
prior to maturity as provided herein shall be paid to the Registered Owner upon presentation and
surrender of this Certificate for redemption and payment at the Designated Payment/Transfer Office
ofthe Paying Agent/Registrar. The City covenants with the Registered Owner of this Certificate that
on or before each principal payment date, interest payment date, and accrued interest payment date
for this Certificate it will make available to the Paying Agent/Registrar, from the "Interest and Sinking
Fund" created by the Certificate Ordinance, the amounts required to provide for the payment, in
immediately available funds, of all principal of and interest on the Certificates, when due.
IF THE DATE for the payment of the principal of or interest on this Certificate shall be a
Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the
principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which is not
such a Saturday, Sunday, legal holiday or day on which banking institutions are authorized to close;
and payment on such date shall have the same force and effect as if made on the original date payment
was due.
THIS CERTIFICATE is one of a Series of Certificates dated December 15, 2003,
authorized in accordance with the Constitution and laws of the State of Texas in the principal amount
of $2,430,000, for the purpose of paying contractual obligations incurred or to be incurred by the
City for: (1) acquisition and purchase of fire equipment and vehicles, (2) constructing, improving,
extending, expanding, upgrading and/or developing City streets, bridges, intersections and other
traffic improvement projects and related costs, (3) acquisition and purchase of property in downtown
Georgetown at 9' and Main Street and construction and improvement of such property for a parking
GEORGTWN/CO2603:Ordiymct Z60349 9
lot; and (4) professional services including fiscal, engineering, architectural and legal fees and other
such costs incurred in connection therewith including the costs of issuing the Certificates.
ON AUGUST 15, 2013, or on any date thereafter, the Certificates of this Series maturing on
and after August 15, 2014 may be redeemed prior to their scheduled maturities, at the option of the
City, with funds derived from any available and lawful source, at par plus accrued interest to the date
fixed for redemption as a whole, or in part, and, if in part, the particular maturities to be redeemed
shall be selected and designated by the City and if less than all of a maturity is to be redeemed, the
Paying Agent/Registrar shall determine by lot the Certificates, or a portion thereof, within such
maturity to be redeemed (provided that a portion of a Certificate may be redeemed only in an integral
multiple of $5,000).
THE CERTIFICATES maturing on August 15, 2015, August 15, 2019, August 15, 2023
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.
Certificates Maturing August 15, 2015
Redemption Date
August 15, 2014
August 15, 2015*
*Final Maturity
Principal Amount
$145,000
150,000*
Certificates Maturing August 15, 2019
Redemption Date
August 15, 2016
August 15, 2017
August 15, 2018
August 15, 2019*
*Final Maturity
Principal Amount
$90,000
95,000
90,000
95,000*
Certificates Maturing August 15, 2023
Redemption Date
August 15, 2020
August 15, 2021
August 15, 2022
August 15, 2023*
*Final Maturity
GEORGIWN/CO2003: Ordinance 20003 ^ 8 j
Principal Amount
$100,000
105,000
110,000
115,000*
THE PRINCIPAL AMOUNT of the Certificates required to be redeemed pursuant to the
operation of the mandatory sinking fund redemption provisions shall be reduced, at the option of the
City by the principal amount of any Certificates of the stated maturity which, at least 50 days prior
to a mandatory redemption date, (1) shall have been acquired by the City at a price not exceeding the
principal amount of such Certificates plus accrued interest to the date of purchase thereof, and
delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled
by the Paying Agent/Registrar at the request of the City with monies in the Interest and Sinking Fund
at a price not exceeding the principal amount of the Certificates 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 Certificate to be redeemed at its address as it appeared on the
Registration Books of the Paying Agent/Registrar at the close of business on the 45th day prior to
the redemption date and to major securities depositories, national bond rating agencies and bond
information services; provided, however, that the failure to send, mail or receive such notice, or any
defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the
proceedings for the redemption of any Certificates. By the date fixed for any such redemption due
provision shall be made with the Paying Agent/Registrar for the payment of the required redemption
price for the Certificates or portions thereof which are to be so redeemed. If due provision for such
payment is made, all as provided above, the Certificates or portions thereof which are to be so
redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities, and
they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being
outstanding except for the right of the Registered Owner to receive the redemption price from the
Paying Agent/Registrar out of the funds provided for such payment. If a portion of any Certificates
shall be redeemed a substitute Certificates or Certificates having the same maturity date, bearing
interest at the same rate, in any denomination or denominations in any integral multiple of $5,000,
at the written request of the Registered Owner, and in aggregate principal amount equal to the
unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof for
cancellation, at the expense of the City, all as provided in the Certificate Ordinance.
DURING ANY PERIOD in which ownership of the Certificates is determined only by a
book entry at a securities depository for the Certificates, if fewer than all of the Certificates of the
same maturity and bearing the same interest rate are to be redeemed, the particular Certificates of
such maturity and bearing such interest rate shall be selected in accordance with the arrangements
between the City and the securities depository.
ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered certificates,
without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the
Certificate Ordinance, this Certificate may, at the request of the Registered Owner or the assignee
or assignees hereof, be assigned, transferred, 'converted into and exchanged for a like aggregate
principal amount of fully registered certificates, without interest coupons, payable to the appropriate
Registered Owner, assignee or assignees, as the case may be, having the same denomination or
GEORGTWN/CO2003: Ordinance z(DV 37 Ci 9 l l
denominations in any integral multiple of $5,000 as requested in writing by the appropriate Registered
Owner, assignee or assignees, as the case may be, upon surrender of this Certificate to the Paying
Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the
Certificate Ordinance. Among other requirements for such assignment and transfer, this Certificate
must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments
of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar,
evidencing assignment of this Certificate or any portion or portions hereof in any integral multiple of
$5,000 to the assignee or assignees in whose name or names this Certificate or any such portion or
portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Certi&
cate may be executed by the Registered Owner to evidence the assignment hereof, but such method
is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may
be used to evidence the assignment of this Certificate or any portion or portions hereof from time to
time by the Registered Owner. The Paying Agent/Registrar's reasonable standard or customary fees
and charges for assigning, transferring, converting and exchanging any Certificate or portion thereof
will be paid by the City. In any circumstance, any taxes or governmental charges required to be paid
with respect thereto shall be paid by the one requesting such assignment, transfer, conversion or
exchange, as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar
shall not be required to make any such transfer, conversion, or exchange (i) during the period
commencing with the close of business on any Record Date and ending with the opening of business
on the next following principal or interest payment date, or (ii) with respect to any Certificate or any
portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date;
provided, however, such limitation of transfer shall not be applicable to an exchange by the
Registered Owner of the unredeemed balance of the Certificate.
WHENEVER the beneficial ownership of this Certificate is determined by a book entry at
a securities depository for the Certificates, the foregoing requirements of holding, delivering or
transferring this Certificate shall be modified to require the appropriate person or entity to meet the
requirements of the securities depository as to registering or transferring the book entry to produce
the same effect.
IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the City,
resigns, or otherwise ceases to act as such, the City has covenanted in the Certificate Ordinance that
it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice
thereof to be mailed to the Registered Owners of the Certificates.
IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and
validly authorized, issued and delivered; that all acts, conditions and things required or proper to be
performed, exist and be done precedent to or in the authorization, issuance and delivery of this
Certificate have been performed, existed and been done in accordance with law; that this Certificate
is a general obligation of said City, issued on the full faith and credit thereof, and that annual ad
valorem taxes sufficient to provide for the payment of the interest on and principal of this Certificate,
as such interest comes due and such principal matures, have been levied and ordered to be levied
against all taxable property in said City, and have been pledged for such payment, within the limit
prescribed by law, and that this Certificate, together with other obligations of the City, is additionally
GEORGIWNICO2003:Ordinance oO3 12
secured by and payable from the surplus revenues ofthe City's Utility System, as defined in Ordinance
No. 98-34, remaining after payment of all operation and maintenance expenses thereof, and all debt
service, reserve and other requirements in connection with all of the City's revenue bonds or other
obligations (now or hereafter outstanding), which are payable from all or part of the Net Revenues
of the City's Utility System, which amount shall not exceed $10,000 all as provided in the Certificate
Ordinance.
IT IS FURTHER CERTIFIED that the City has designated the Certificates as "qualified
tax-exempt obligations" within the meaning of Section 265(b) ofthe Internal Revenue Code of 1986.
BY BECOMING the Registered Owner of this Certificate, the Registered Owner thereby
acknowledges all of the terms and provisions ofthe Certificate Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Certificate Ordinance is duly recorded and available for
inspection in the official minutes and records of the governing body of the City, and agrees that the
terms and provisions of this Certificate and the Certificate Ordinance constitute a contract between
each Registered Owner hereof and the City.
IN WITNESS WHEREOF, the City has caused this Certificate to be signed with the manual
or facsimile signature of the Mayor of the City and countersigned with the manual or facsimile
signature of the City Secretary or the Deputy City Secretary of said City, and has caused the official
seal of the City to be duly impressed, or placed in facsimile, on this Certificate.
Deputy City Secretary
(SEAL)
Mayor
PAYING AGENT/REGISTRAWS AUTHENTICATION CERTIFICATE
(To be executed if this Certificate is not accompanied by an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
It is hereby certified that this Certificate has been issued under the provisions ofthe Certificate
Ordinance described in the text of this Certificate; and that this Certificate has been issued in conver-
sion or replacement of, or in exchange for, a certificate, certificates, or a portion of a certificate or
certificates of a Series which originally was approved by the Attorney General of the State of Texas
and registered by the Comptroller of Public Accounts of the State of Texas.
GEORGTWWCO2003:Ordinanccz(D0 3'99 13
Dated
The Bank of New York Trust Company of
Florida, N.A., New York
Paying Agent/Registrar
By
Authorized Representative
FORM OF ASSIGNMENT:
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer
Identification Number of Transferee
(Please print or typewrite name and address,
including zip code, of Transferee)
the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer ofthe within
Certificate on the books kept for registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by a member firm of the New York Stock
Exchange or a commercial bank or trust
company.
GEORGTWNICO2003: Ordhmee 2DO 3 9 14
NOTICE: The signature above must
correspond with the name of the Registered
Owner as it appears upon the front of this
Certificate in every particular, without
alteration or enlargement or any change
whatsoever.
Igo'I QKk#jk7j, I N 04 01961 M UH RIJN IWAKIK;
,:! e t ;!' • ►11 �► 1., :► 1' ►% r 1.
I hereby certify that this Certificate has been examined, certified as to validity and approved
by the Attorney General of the State of Texas, and that this Certificate has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts
of the State of Texas
(COMPTROLL•tR!S SEAL)
1 r ! l r 1A r 1
The initial Certificate shall be in the form set forth in this Section, except that:
A. immediately under the name of the Certificate, the headings "INTEREST RATE" and
"MATURITY DATE" shall both be completed with the words "As shown below" and
"CUSIP NO." shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"ON THE MATURITY DATE SPECS IED ABOVE, the City of Georgetown, Texas (the
"City"), being a political subdivision, hereby promises to pay to the Registered Owner specified
above, or registered assigns (hereinafter called the "Registered Owner"), on August 15 in each of the
years, in the principal installments and bearing interest at the per annum rates set forth in the
following schedule:
Years
Principal Installments Interest Rates
(Information from Sections 2 and 3 to be inserted)
The City promises to pay interest on the unpaid principal amount hereof (calculated on the basis of
a 360 -day year of twelve 30 -day months) from December 15, 2003 at the respective Interest Rate per
annum specified above. Interest is payable on August 15, 2004 and semiannually on each February
15 and August 15 thereafter to the date of payment of the principal installment specified above;
except, that if this Certificate is required to be authenticated and the date of its authentication is later
than the first Record Date (hereinafter defined), such principal amount shall bear interest from the
GEORGTWNICO2003: Or&nw= 2J3V 3 99 15
interest payment date next preceding the date of authentication, unless such date of authentication
is after any Record Date but on or before the next following interest payment date, in which case such
principal amount shall bear interest from such next following interest payment date; provided,
however, that if on the date of authentication hereof the interest on the Certificate or Certificates, if
any, for which this Certificate is being exchanged is due but has not been paid, then this Certificate
shall bear interest from the date to which such interest has been paid in full."
C. The initial Certificate shall be numbered "T. P'
SECTION 6. INTEREST AND SINKING FUND. A special "Interest and Sinking Fund"
is hereby created and shall be established and maintained by the City at an official depository bank
of said City. Said Interest and Sinking Fund shall be kept separate and apart from all other funds and
accounts of said City, and shall be used only for paying the interest on and principal of said
Certificates. All ad valorem taxes levied and collected for and on account of said Certificates shall
be deposited, as collected, to the credit of said Interest and Sinking Fund. During each year while
any of said Certificates are outstanding and unpaid, the governing body of said City shall compute
and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the
money requiredto pay the interest on said Certificates as such interest comes due, and to provide and
maintain a sinking fund adequate to pay the principal of said Certificates as such principal matures
(but never less than 2% of the original amount of said Certificates as a sinking fund each year); and
said tax shall be based on the latest approved tax rolls of said City, with full allowances being made
for tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is hereby
levied, and is hereby ordered to be levied, against all taxable property in said City, for each year while
any of said Certificates are outstanding and unpaid, and said tax shall be assessed and collected each
such year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem
taxes sufficient to provide for the payment of the interest on and principal of said Certificates, as such
interest comes due and such principal matures, are hereby pledged for such payment, within the limit
prescribed by law. Accrued interest on the Certificates shall be deposited in the Interest and Sinking
Fund and used to pay interest on the Certificates.
SECTION 7. REVENUES. The Certificates together with other obligations of the City, are
additionally secured by and shall be payable from and secured by the surplus revenues of the City's
utility system, as defined in Ordinance No. 98-34 (the "Utility System"), after payment of all
operation and maintenance expenses or collections thereof, and all debt service, reserve, and other
requirements in connection with all of the City's revenue bonds or other obligations (now or hereafter
outstanding) which are payable from all or any part of the net revenues of the City's Utility System,
with such amount not exceeding $10,000, constituting "Surplus Revenues." The City shall deposit
such Surplus Revenues to the credit of the Interest and Sinking Fund created pursuant to Section 6,
to the extent necessary to pay the principal and interest on the Certificates. Notwithstanding the
requirements of Section 6, if Surplus Revenues are actually on deposit or budgeted for deposit in the
Interest and Sinking Fund in advance of the time when ad valorem taxes are scheduled to be levied
for any year, then the amount of taxes which otherwise would have been required to be levied
pursuant to Section 6 may be reduced to the extent and by the amount of the Surplus Revenues then
on deposit in the Interest and Sinking Fund or budgeted for deposit therein.
GEORG %WCO2003:Ordinance zo03-99 16
The Mayor and the Director of Finance are hereby ordered to do any and all things necessary
to accomplish the transfer of monies to the Interest and Sinking Fund of this issue in ample time to
pay such items of principal and interest.
SECTION 8. DEFEASANCE OF CERTIFICATES. (a) Any Certificate and the interest
thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Certificate")
within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section
8, when payment of the principal of such Certificate, plus interest thereon to the due date (whether
such due date be by reason of maturity, upon redemption, or otherwise) either (i) shall have been
made or caused to be made in accordance with the terms thereof (including the giving of any required
notice of redemption) or (ii) shall have been provided for on or before such due date by irrevocably
depositing with or making available to the Paying Agent/Registrar 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 for the payment of its services until all Defeased Certificates shall have
become due and payable or (3) any combination of (1) and (2). At such time as a Certificate shall be
deemed to be a Defeased Certificate hereunder, as aforesaid, such Certificate and the interest thereon
shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein
levied and surplus revenues as provided in this Ordinance, and such principal and interest shall be
payable solely from such money or Defeasance Securities.
(b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of a Certificate
as aforesaid when proper notice of redemption of such Certificates shall have been given, in
accordance with this Ordinance. Any money so deposited with a paying agent 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 a paying agent pursuant to this Section which is not required for the payment of such
Certificate and premium, if any, and interest thereon with respect to which such money has been so
deposited, shall be turned over to the City, or deposited as directed in writing by 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 Certificate and
premium, if any, and interest thereon, shall be applied to and used solely for the payment of the
particular Certificates and premium, if any, and interest thereon, with respect to which such money
or Defeasance Securities have been so set aside in trust.
(d) Notwithstanding anything elsewhere in this Ordinance contained, if money or Defeasance
Securities have been deposited or set aside with a paying agent pursuant to this Section for the
payment of Certificates and such Certificates shall not have in fact been actually paid in full, no
amendment of the provisions of this Section shall be made without the consent of the Registered
Owner of each Certificate affected thereby.
GEORGTWN/CO2003: OrdinanceW 03 R l 17
(e) Notwithstanding the provisions of subsection (a) above, to the extent that, upon the
defeasance of any Defeased Certificate to be paid at its maturity, the City retains the right under
Texas law to later call that Defeased Certificate for redemption in accordance with the provisions of
this Ordinance, the City may call such Defeased Certificate for redemption upon complying with the
provisions of Texas law and upon the satisfaction of the provisions of subsection (a) above with
respect to such Defeased Certificate as though it was being defeased at the time of the exercise of the
option to redeem the Defeased Certificate and the effect of the redemption is taken into account in
determining the sufficiency of the provisions made for the payment of the Defeased Certificate.
As used in this section, "Defeasance Securities" means (i) Federal Securities, (ii) noncallable
obligations of an agency or instrumentality of the United States of America, including obligations that
are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the
City Council adopts or approves proceedings authorizing the issuance of refunding bonds or
otherwise provide for the funding of an escrow to effect the defeasance of the Certificates are rated
as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its
equivalent, and (iii) noncallable obligations of a state or an agency or a county, municipality, or other
political subdivision of a state that have been refunded and that, on the date the City Council adopts
or approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the
funding of an escrow to effect the defeasance of the Certificates, are rated as to investment quality
by a nationally recognized investment rating firm no less than "AAA" or its equivalent. "Federal
Securities" as used herein means direct, noncallable obligations of the United States of America,
including obligations that are unconditionally guaranteed by the United States of America, (including
Interest Strips of the Resolution Funding Corporation),
SECTION 9. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
CERTIFICATES. (a) Replacement Certificates. In the event any outstanding Certificate is
damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed,
executed and delivered, a new certificate of the same principal amount, maturity and interest rate, as
the damaged, mutilated, lost, stolen or destroyed Certificate, in replacement for such Certificate in
the manner hereinafter provided.
(b) Application for Replacement Certificates. Application for replacement of damaged,
mutilated, lost, stolen or destroyed Certificates shall be made by the Registered Owner thereof to the
Paying Agent/Registrar. In every case of loss, theft or destruction of a Certificate, the Registered
Owner applying for a replacement certificate shall furnish to the City and to the Paying
Agent/Registrar such security or indemnity as may be required by them to save each of them harmless
from any loss or damage with respect thereto. Also, in every case of loss, theft or destruction of a
Certificate, the Registered Owner shall furnish to the City and to the Paying Agent/Registrar evidence
to their satisfaction of the loss, theft or destruction of such Certificate, as the case may be. In every
case of damage or mutilation of a Certificate, the Registered Owner shall surrender to the Paying
Agent/Registrar for cancellation the Certificate so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the
event any such Certificate shall have matured, and no default has occurred which is then continuing
in the payment of the principal of, redemption premium, if any, or interest on the Certificate, the City
may authorize the payment of the same (without surrender thereof except in the case of a damaged
GE0RG1WN/CO2003: Ordinance 2,003 " d? q 18
or mutilated Certificate) instead of issuing a replacement Certificate, provided security or indemnity
is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Certificates. Prior to the issuance of any replacement
certificate, the Paying Agent/Registrar shall charge the Registered Owner of such Certificate with all
legal, printing, and other expenses in connection therewith. Every replacement certificate issued
pursuant to the provisions of this Section by virtue of the fact that any Certificate is lost, stolen or
destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen or
destroyed Certificate shall be found at any time, or be enforceable by anyone, and shall be entitled to
all the benefits of this Ordinance equally and proportionately with any and all other Certificates duly
issued under this Ordinance.
(e) Authority for Issuing Replacement Certificates. In accordance with Subchapter D of
Chapter 1201, Texas Government Code, this Section 9 of this Ordinance shall constitute authority
for the issuance of any such replacement certificate without necessity of further action by the
governing body of the City or any other body or person, and the duty of the replacement of such
certificates is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying
AgentlRegistraf shall authenticate and deliver such Certificates in the form and manner and with the
effect, as provided in Section 4(a) of this Ordinance for Certificates issued in conversion and
exchange for other Certificates.
SECTION 10. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES;
BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE
PROVISION, IF OBTAINED. The Mayor of the City is hereby authorized to have control of the
Certificates initially issued and delivered hereunder and all necessary records and proceedings per-
taining to the Certificates pending their delivery and their investigation, examination, and approval
by the Attorney General of the State of Texas, and their registration by the Comptroller of Public
Accounts of the State of Texas. Upon registration of the Certificates said Comptroller of Public
Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the
Comptroller's Registration Certificate attached to such Certificates, and the seal of said Comptroller
shall be impressed, or placed in facsimile, on such Certificate. The approving legal opinion of the
City's Bond Counsel and the assigned CUSIP numbers may, at the option of the City, be printed on
the Certificates issued and delivered under this Ordinance, but neither shall have any legal effect, and
shall be solely for the convenience and information of the Registered Owners of the Certificates. In
addition, if bond insurance is obtained, the Certificates may bear an appropriate legend as provided
by the insurer.
SECTION 11. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THE CERTIFICATES. (a) Covenants. The City covenants to take any action necessary to assure,
or refrain from any action which would adversely affect, the treatment of the Certificates as
obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"),
the interest on which is not includable in the "gross income" of the holder for purposes of federal
income taxation. In furtherance thereof, the City covenants as follows:
(1) to take any action to assure that no more than 10 percent of the proceeds of the
Certificates or the projects financed therewith (less amounts deposited to a reserve fund, if
GEORGTWN/CO2003: OrdinanceCr 3 G 9 14
any) are used for any "private business use," as defined in section 141(b)(6) of the Code or,
if more than 10 percent of the proceeds or the projects financed therewith are so used, such
amounts, whether or not received by the City, with respect to such private business use, do
not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly,
secure or provide for the payment of more than 10 percent of the debt service on the
Certificates, in contravention of section 141(b)(2) of the Code;
(2) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Certificates or the
projects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in excess of 5 percent is used for a "private business use" which is "related" and not
"disproportionate," within the meaning of section 141(b)(3) ofthe Code, to the governmental
use;
(3) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Certificates (less amounts deposited into a
reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state
or local governmental units, in contravention of section 141(c) of the Code;
(4) to refrain from taking any action which would otherwise result in the Certificates
being treated as "private activity Certificates" within the meaning of section 141(b) of the
Code;
(5) to refrain from taking any action that would result in the Certificates being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion of the proceeds of the Certificates, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) ofthe Code) which produces a materially
higher yield over the term of the Certificates, other than investment property acquired with --
(A) proceeds of the Certificates invested for a reasonable temporary period
of 3 years or less or, in the case of a refunding bond, for a period of 30 days or less
until such proceeds are needed for the purpose for which the Certificates are issued,
(B) amounts invested in a bona fide debt service fund, within the meaning of
section 1.148-1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Certificates;
(7) to otherwise restrict the use of the proceeds ofthe Certificates or amounts treated
as proceeds of the Certificates, as may be necessary, so that the Certificates do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the
extent applicable, section 149(d) of the Code (relating to advance refundings); and
GEORGIWMCO2003: Ordinance L. o / 3" 4gq 20
(8) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Certificates) an amount that is at least equal to 90
percent ofthe "Excess Earnings," within the meaning of section 148(f) ofthe Code and to pay
to the United States of America, not later than 60 days after the Certificates have been paid
in full, 100 percent of the amount then required to be paid as a result of Excess Earnings
under section 148(0 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 Certificates, transferred proceeds
(if any) and proceeds of the refunded Certificates expended prior to the date of issuance of the
Certificates. It is the understanding of the City that the covenants contained herein are intended to
assure complian6e with the Code and any regulations or rulings promulgated by the U. S. Department
of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated
which modify or expand provisions of the Code, as applicable to the Certificates, the City will not be
required to comply with any covenant contained herein to the extent that such failure to comply, in
the opinion of nationally recognized bond counsel, will not adversely affect the exemption from
federal income taxation of interest on the Certificates under section 103 of the Code. In the event
that regulations or rulings are hereafter promulgated which impose additional requirements which are
applicable to the Certificates, the City agrees to comply with the additional requirements to the extent
necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from
federal income taxation of interest on the Certificates under section 103 of the Code. In furtherance
of such intention, the City hereby authorizes and directs the City Manager to execute any documents,
certificates or reports required by the Code and to make such elections, on behalf of the City, which
may be permitted by the Code as are consistent with the purpose for the issuance of the Certificates.
(d) Allocation Of, and Limitation On, Expenditures for the Project. The City covenants to
account for the expenditure of sale proceeds and investment earnings to be used for the purposes
described in Section 1 of this Ordinance (the "Project") on its books and records in accordance with
the requirements of the Internal Revenue Code. The City recognizes that in order for the proceeds
to be considered used for the reimbursement of costs, the proceeds must be allocated to expenditures
within 18 months of the later of the date that (1) the expenditure is made, or (2) the Project is
completed; but in no event later than three years after the date on which the original expenditure is
paid. The foregoing notwithstanding, the City recognizes that in order for proceeds to be expended
under the Internal Revenue Code, the sale proceeds or investment earnings must be expended no
more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Certificates, or
(2) the date the Certificates are retired. The City agrees to obtain the advice of nationally -recognized
bond counsel if such expenditure fails to comply with the foregoing to assure that such expenditure
will not adversely affect the tax-exempt status of the Certificates. For purposes hereof, the City shall
not be obligated to comply with this covenant if it obtains an opinion that such failure to comply will
GEORGIWN/CO2003: Ordinance Z 003 - Q 9 21
not adversely affect the excludability for federal income tax purposes from gross income of the
interest.
(e) Disposition of Project. The City covenants that the property constituting the Project will
not be sold or otherwise disposed in a transaction resulting in the receipt by the City of cash or other
compensation, unless the City obtains an opinion of nationally -recognized bond counsel that such sale
or other disposition will not adversely affect the tax-exempt status of the Certificates. For purposes
of 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.
(f) Designation as Qualified Tax -Exempt Certificates. The City hereby designates the
Certificates as "qualified tax-exempt obligations" as defined in section 265(b)(3) of the Code. In
furtherance of such designation, the City represents, covenants and warrants the following: (a) that
during the calendar year in which the Certificates are issued, the City (including any subordinate
entities) has ndt designated nor will designate Certificates, which when aggregated with the
Certificates, will result in more than $10,000,000 of "qualified tax-exempt obligations" being issued;
(b) that the City reasonably anticipates that the amount of tax-exempt Obligations issued, during the
calendar year in which the Certificates are issued, by the City (or any subordinate entities) will not
exceed $10,000,000; and, (c) that the City will take such action or refrain from such action as
necessary, and as more particularly set forth in this Section, in order that the Certificates will not be
considered "private activity Certificates" within the meaning of section 141 of the Code.
SECTION 12. SALE OF CERTIFICATES. The Certificates are hereby initially sold and
shall be delivered to Southwest Securities (the "Underwriter") at the price and in accordance with the
terms and provisions of a Purchase Contract in substantially the form presented to the Council, which
the Mayor of the City is hereby authorized and directed to execute and deliver and the City Secretary
or Deputy City Secretary is further authorized and directed to attest such agreement. It is hereby
officially found, determined, and declared that the terms of this sale are the most advantageous
reasonably obtainable. The Initial Certificate shall be registered in the name of Southwest Securities.
SECTION 13. REMEDIES IN EVENT OF DEFAULT. In addition to all of the rights and
remedies provided by the laws of the State of Texas, the City covenants and agrees that in the event
of default in payment of principal or interest on any of the Certificates when due, or, in the event it
fails to make the payments required to be made into the Interest and Sinking Fund or defaults in the
observance or performance of any other of the contracts, covenants, conditions or obligations set
forth in this Ordinance or in the Certificates, the following remedies shall be available:
(a) the Registered Owners shall be entitled to a writ of mandamus issued by a court of
competent jurisdiction compelling and requiring the City and the officials thereof to
observe and perform the contracts, covenants, obligations or conditions prescribed
in this Ordinance; and
GEORG7WN/CO2003: Ordinance L..003J s q 22
(b) any delay or omission to exercise any right or power accruing upon any default shall
not impair any such right or power nor be construed to be a waiver of any such
default or acquiescence therein, and every such right and power may be exercised
from time to time and as often as may be deemed expedient.
SECTION 14. INTEREST EARNINGS ON CERTIFICATE PROCEEDS. Interest
earnings derived from the investment of proceeds from the sale of the Certificates shall be used along
with other certificate proceeds for the purpose for which the Certificates are issued set forth in
Section 1 hereof, provided that after completion of such purpose, if any of such interest earnings
remain on hand, such interest earnings shall be deposited in the Interest and Sinking Fund. It is
further provided, however, that any interest earnings on certificate proceeds which are required to
be rebated to the United States of America pursuant to Section 11 hereof in order to prevent the
Certificates from being arbitrage certificates shall be so rebated and not considered as interest
earnings for the purposes of this Section.
SECTION 15, APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT,
LETTER OF REPRESENTATIONS AND OFFICIAL STATEMENT. Attached hereto as
Exhibit "A" is a substantially final form of Paying Agent/Registrar Agreement with an attached
Blanket Letter of Representations. Each the Mayor, the City Manager and the Director of Finance
are hereby authorized to amend, complete or modify such agreement as necessary and are further
authorized to execute such agreement and the City Secretary or the Deputy City Secretary is hereby
authorized to attest such agreement.
The City hereby approves the form and content of the Official Statement relating to the
Certificates and any addenda, supplement or amendment thereto, and approves the distribution of
such Official Statement in the reoffering of the Certificates by the Underwriters in final form, with
such changes therein or additions thereto as the officer executing the same may deem advisable, such
determination to be conclusively evidenced by his execution thereof. The distribution and use of the
Preliminary Official Statement dated December 4, 2003, prior to the date hereof is ratified and
confirmed. The City Council of the City hereby finds and determines that the Preliminary Official
Statement and the Official Statement were and are "deemed final' (as that term is defined in 17 C.F.R.
Section 240.15c42) as of their respective dates.
SECTION 16. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports.
The City shall provide annually to each NRMSIR and any SID, within six months after the end of any
fiscal year, financial information and operating data with respect to the City of the general type
included in the final Official Statement authorized by Section 15 of this Ordinance, being the
information described in Exhibit "B" hereto. Any financial statements to be so provided shall be (1)
prepared in accordance with the accounting principles described in Exhibit "B" hereto, or such other
accounting principles as the City may be required to employ from time to time pursuant to state law
or regulation, and (2) audited, if the City commissions an audit of such statements and the audit is
completed within the period during which they must be provided. If the audit of such financial
statements is not complete within such period, then the City shall provide unaudited financial
statements within such period, and audited financial statements for the applicable fiscal year to each
NRMSIR and any SID, when and if the audit report on such statements become available.
GEORG'(WN/CO2003: Ordinance Z003 4� 23
If the City changes its fiscal year, it will notify each NRMSIR and any SID of the change (and
of the date of the new fiscal year end) prior to the next date by which the City otherwise would be
required to provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may be
set forth in full in one or more documents or may be included by specific reference to any document
(including an official statement or other offering document, if it is available from the MSRB) that
theretofore has been provided to each NRMSIR, and any SID or filed with the SEC.
(b) Material Event Notices. The City shall notify any SID and either each NRMSIR or
the MSRB, in a timely manner, of any of the following events with respect to the Certificates, if such
event is material within the meaning of the federal securities laws:
A. Principal and interest payment delinquencies;
B. Non-payment related defaults;
C. Unscheduled draws on debt service reserves reflecting financial difficulties;
D. Unscheduled draws on credit enhancements reflecting financial difficulties;
E. Substitution of credit or liquidity providers, or their failure to perform;
F. Adverse tax opinions or events affecting the tax-exempt status of the
Certificates;
G. Modifications to rights of holders of the Certificates,
H. Certificate calls;
I. Defeasances.-
J.
efeasances;
J. Release, substitution, or sale of property securing repayment of the
Certificates; and
K. Rating changes.
The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of
any failure by the City to provide financial information or operating data in accordance with
Section 16(a) of this Ordinance by the time required by such Section.
(c) Limitations Disclaimers and Amendments. The City shall be obligated to observe
and perform the covenants specified in this Section for so long as, but only for so long as, the City
remains an "obligated person" with respect to the Certificates within the meaning of the Rule, except
that the City in any event will give notice of any deposit made in accordance with Section 8 that
causes the Certificates no longer to be outstanding.
GEORGIW WCO2003: OrdinanceC oo 3 49 24
The provisions of this Section are for the sole benefit of the holders and beneficial owners of
the Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or
equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only
the financial information, operating data, financial statements, and notices which it has expressly
agreed to provide pursuant to this Section and does not hereby undertake to provide any other
information that may be relevant or material to a complete presentation of the City's financial results,
condition, or prospects or hereby undertake to update any information provided in accordance with
this Section or otherwise, except as expressly provided herein. The City does not make any
representation or warranty concerning such information or its usefulness to a decision to invest in or
sell Certificates at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY Certificate OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY
SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH
SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
comprise a breach of or default under the Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties
of the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or a change
in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Certificates in the
primary offering of the Certificates in compliance with the Rule, taking into account any amendments
or interpretations of the Rule since such offering as well as such changed circumstances and (2) either
(a) the holders of a majority in aggregate principal amount (or any greater amount required by any
other provision of this Ordinance that authorizes such an amendment) of the outstanding Certificates
consents to such amendment or (b) a person that is unaffiliated with the City (such as nationally
recognized bond counsel) determines that such amendment will not materially impair the interest of
the holders and beneficial owners of the Certificates. If the City so amends the provisions of this
Section, it shall include with any amended financial information or operating data next provided in
accordance with Section 16(a) an explanation, in narrative form, ofthe reason for the amendment and
of the impact of any change in the type of financial information or operating data so provided. The
City may also amend or repeal the provisions of this continuing disclosure agreement if the SEC
amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment
that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this
sentence would not prevent an underwriter from lawfully purchasing or selling Certificates in the
primary offering of the Certificates.
GEOROTWN/CO2003: Ordinance G.003 C7 i 25
(d) Definitions. As used in this Section, the following terms have the meanings ascribed
to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
" NRMSIR" means each person whom the SEC or its staff has determined to be a
nationally recognized municipal securities information repository within the meaning of the Rule from
time to time.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized
department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state
information depository within the meaning of the Rule from time to time.
SECTION 17. INSURANCE PROVISIONS. The City hereby accepts the commitment for
municipal bond insurance with Ambac Assurance Corporation (the "Bond Insurer") for the municipal
bond insurance policy issued by the Bond Insurer insuring the payment when due of the principal and
interest on the Certificates (the "Financial Guaranty Insurance Policy"). In accordance with such
policy, and notwithstanding anything to the contrary in this Ordinance, the City covenants and agrees,
so long as the Bond Insurer is not in default under the Financial Guaranty Insurance Policy, that the
following provisions will apply:
(a) As long as the Financial Guaranty Insurance Policy shall be in full force and effect, the
City and the Paying Agent/Registrar agree to comply with the following provisions:
(1) at least one (1) day prior to all interest payment dates the Paying
Agent/Registrar will determine whether there will be sufficient funds in the funds and
accounts to pay the principal of or interest on the Certificates on such interest
payment date. If the Paying Agent/Registrar determines that there will be insufficient
funds in such funds or accounts, the Paying Agent/Registrar shall so notify the Bond
Insurer. Such notice shall specify the amount of the anticipated deficiency, the
Certificates to which such deficiency is applicable and whether such Certificates will
be deficient as to principal or interest, or both. If the Paying Agent/Registrar has not
so notified the Bond Insurer at least one (1) day prior to an interest payment date, the
Bond Insurer will make payments of principal or interest due on the Certificates on
or before the first (P) day next following the date on which the Bond Insurer shall
have received notice of nonpayment from the Paying Agent/Registrar.
(2) the Paying Agent/Registrar shall, after giving notice to the Bond Insurer as
provided in (1) above, make available to the Bond Insurer and, at the Bond Insurer's
direction, to the Bank of New York, in New York, New York, as insurance trustee
for the Bond Insurer or any successor insurance trustee (the "Insurance Trustee"), the
GEORGT"/CO2003: Ordinance 20400 5 :19 9 26
Registration Books of the City maintained by the Paying Agent/Registrar, and all
records relating to the funds and accounts maintained under this Ordinance;
(3) the Paying Agent/Registrar shall provide the Bond Insurer and the Insurance
Trustee with a list of registered owners of the Certificates entitled to receive principal
or interest payments from the Bond Insurer under the terms of the Financial Guaranty
Insurance Policy, and shall make arrangements with the Insurance Trustee (A) to mail
checks or drafts to the registered owners of the Certificates entitled to receive full or
partial interest payments from the Bond Insurer and (B) to pay principal upon the
Certificates surrendered to the Insurance Trustee by the registered owners of the
Certificates entitled to receive full or partial payments from the Bond Insurer;
(4) the Paying Agent/Registrar shall, at the time it provides notice to the Bond
Insurer pursuant to (1) above, notify registered owners of the Certificates entitled to
receive the payment of principal or interest thereon from the Bond Insurer (A) as to
the fact of such entitlement, (B) that the Bond Insurer will remit to them all or a part
of the interest payments next coming due upon proof of Holder entitlement to interest
payments and delivery to the Insurance Trustee, in form satisfactory to the Insurance
Trustee, of an appropriate assignment of the registered owner's right to payment, (C)
that should they be entitled to receive full payment of principal from the Bond Insurer,
they must surrender their Certificates (along with an appropriate instrument of
assignment in a form satisfactory to the Insurance Trustee to permit ownership of
such Certificates to be registered in the name of the Bond Insurer) for payment to the
Insurance Trustee, and not the Paying Agent/Registrar and (D) that should they be
entitled to receive partial payment of principal from the Bond Insurer, they must
surrender their Certificates for payment thereon first to the Paying Agent/Registrar,
who shall note on such Certificates the portion of the principal paid by the Paying
Agent/Registrar, and then, along with an appropriate instrument of assignment in a
form satisfactory to the Insurance Trustee, to the Insurance Trustee, which will then
pay the unpaid portion of principal;
(5) in the event that the Paying Agent/Registrar has notice that any payment of
principal of or interest on a Certificate which has become due for payment and which
is made to a Holder by or on behalf of the City has been deemed a preferential transfer
and theretofore recovered from its registered owner pursuant to the United States
Bankruptcy Code by a trustee in bankruptcy in accordance with the final,
nonappealable order of a court having competent jurisdiction, the Paying
Agent/Registrar shall, at the time the Bond Insurer is notified pursuant to (1) above,
notify all registered owners that in the event that any registered owner's payment is
so recovered, such registered owner will be entitled to payment from the Bond Insurer
to the extent of such recovery if sufficient funds are not otherwise available, and the
Paying Agent/Registrar shall furnish to the Bond Insurer its records evidencing the
payments of principal of and interest on the Certificates which have been made by the
Paying Agent/Registrar and subsequently recovered from registered owners and the
dates on which such payments were made; and
GEORG VN/CO2003: Ordinance 2003 � 19 I 27
(6) in addition to those rights granted the Bond Insurer under this Ordinance, the
Bond Insurer shall, to the extent it makes payment of principal of or interest on the
Certificates, become subrogated to the rights of the recipients of such payments in
accordance with the terms of the Financial Guaranty Insurance Policy, and to evidence
such subrogation (A) in the case of subrogation as to claims for past due interest, the
Paying Agent/Registrar shall note the Bond Insurer's rights as subrogee on the
Registration Books of the City maintained by the Paying Agent/Registrar upon receipt
from the Bond Insurer of proof of the payment of interest thereon to the registered
owners of the Certificates and (B) in the case of subrogation as to claims for past due
principal, the Paying Agent/Registrar shall note the Bond Insurer's rights as subrogee
on the Registration Books of the City maintained by the Paying Agent/Registrar upon
surrender of the Certificates by such registered owners thereof together with proof
of the payment of principal thereof.
(b) Notwithstanding anything herein to the contrary, in the event that the principal and/or
interest due on the Certificates shall be paid by the Bond Insurer pursuant to the
Financial Guaranty Insurance Policy, the Certificates shall remain outstanding for all
purposes, not be defeased or otherwise satisfied and not be considered paid by the
City, and the assignment and all covenants, agreements and other obligations of the
City to the registered owners shall continue to exist and shall run to the benefit of the
Bond Insurer, and the Bond Insurer shall be subrogated to the rights of such
registered owners.
(c) To the extent that this Ordinance confers upon or gives or grants to the Bond Insurer
any right, remedy or claim under or by reason of this Ordinance, the Bond Insurer is
hereby explicitly recognized as being a third -party beneficiary hereunder and may
enforce any such right, remedy or claim conferred, given or granted hereunder.
Nothing in this Ordinance expressed or implied is intended or shall be construed to
confer upon, or to give or grant to, any person or entity, other than the City, the Bond
Insurer, the Paying Agent/Registrar, and the registered owners of the Certificates, any
right, remedy or claim under or by reason of this Ordinance or any covenant,
condition or stipulation hereof, and all covenants, stipulations, promises and
agreements in this Ordinance contained by and on behalf of the City shall be for the
sole and exclusive benefit of the City, the Bond Insurer, the Paying Agent/Registrar
and the registered owners of the Certificates.
(d) The Bond Insurer's consent shall be required in addition to Certificateholder consent,
when required, for the following purposes: (i) execution and delivery of any
supplemental Ordinance, (ii) removal ofthe Paying Agent/Registrar and selection and
appointment of any successor paying agent; and (iii) initiation or approval of any
action not described in (i) or (ii) above which requires Certificateholder consent.
(e) The Bond Insurer shall be deemed to be the owner of the Certificates insured by such
Bond Insurer at all times for `the purpose of the execution and delivery of any
amendment, change or modification of this Ordinance or the initiation by the owners
of such insured Certificates of any action to be taken under this Ordinance at the
GEORa WN/CO2003: Ordinance 2003 — 9 28
Certificate Owner's request, which under this Ordinance requires the written approval
or consent of or can be initiated by any or all of the owners of such insured
Certificates at the time outstanding.
(f) While the Financial Guaranty Insurance Policy is in effect, the City shall furnish to the
Bond Insurer:
(1) as soon as practicable after the filing thereof, a copy of any financial statement of
the City and a copy of any audit and annual report of the City;
(2) a copy of any notice to be given to the Certificateholders, including, without
limitation, notice of any redemption of or defeasance of the Certificates, and any
certificate rendered pursuant to this Ordinance relating to the security for the
Certificates;
(3) such additional information it may reasonably request;
(4) notice of any failure of the City to provide relevant notices, certificates, etc; and
(5) notwithstanding any other provision ofthis Ordinance, the Paying Agent/Registrar
shall immediately notify Bond Insurer if at any time there are insufficient moneys to
make any payments of principal and/or interest as required and immediately upon the
occurrence of any event of default hereunder.
Items (1), (2) and (3) above shall be sent to the attention of the Bond Insurer's
Surveillance Department and items (4) and (5) shall be sent to the attention of the
Bond Insurer's General Counsel Office.
(g) The City will permit the Bond Insurer to discuss the affairs, finances and accounts of
the City or any information the Bond Insurer may reasonably request regarding the
security for the Certificates with appropriate officers of the City. The City will permit
the Bond Insurer to have access to and to make copies of all books and records
relating to the Certificates at any reasonable time.
(h) The Bond Insurer shall have the right to direct an accounting at the City's expense,
and the City's failure to comply with such direction within thirty (30) days after
receipt of written notice of the direction from the Bond Insurer shall be deemed a
default hereunder; provided, however, that if compliance cannot occur within such
period, then such period will be extended so long as compliance is begun within such
period and diligently pursued, but only if such extension would not materially
adversely affect the interests of any Certificateholder.
SECTION 18. NO RECOURSE AGAINST CITY OFFICIALS. No recourse shall be had
for the payment of principal of or interest on any Certificates or for any claim based thereon or on
this Ordinance against any official of the City or any person executing any Certificates.
GEORGT WN/CO2003: Ordum" ZL,. o 3 C1 29
SECTION 19. FURTHER ACTIONS. The officers and employees of the City are hereby
authorized, empowered and directed from time to time and at any time to do and perform all such
acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and
on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or
desirable in order to carry out the terms and provisions of this Ordinance, the Certificates, the initial
sale and delivery of the Certificates, the Paying Agent/Registrar Agreement, any insurance
commitment letter or insurance policy and the Official Statement. In addition, prior to the initial
delivery of the Certificates, the Mayor, the City Manager or Assistant City Manager, the City
Attorney and Bond Counsel are hereby authorized and directed to approve any technical changes or
corrections to this Ordinance or to any ofthe instruments authorized and approved by this Ordinance
necessary in order to (i) correct any ambiguity or mistake or properly or more completely document
the transactions contemplated and approved by this Ordinance and as described in the Official
Statement, (ii) obtain a rating from any of the national bond rating agencies or satisfy requirements
of the Bond Insurer, or (iii) obtain the approval of the Certificates by the Texas Attorney General's
office.
In case any officer of the City whose signature shall appear on any Certificate shall cease to
be such officer before the delivery of such Certificate, such signature shall nevertheless be valid and
sufficient for all purposes the same as if such officer had remained in office until such delivery.
SECTION 20. APPROPRIATIONS. The City hereby appropriates from lawfully available
funds the monies necessary to make the principal and interest payments on the Certificates on August
15, 2004.
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 and the Table of Contents of this Ordinance
have been inserted for convenience of reference only and are not to be considered a part hereof and
shall not in any way modify or restrict any of the terms or provisions hereof. This Ordinance and all
the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein
and to sustain the validity of the Certificates and the validity of the lien on and pledge of the Pledged
Revenues to secure the payment of the Certificates.
SECTION 22, INCONSISTENT PROVISIONS. All ordinances, orders or resolutions, or
parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
SECTION 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 Certificates, any right, remedy or claim under or by reason of
this Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations,
promises and agreements in this Ordinance contained by and on behalf of the City shall be for the sole
and exclusive benefit of the City and the registered owners of the Certificates.
GEORGTWN/CO2003: Ordinance W03� S1 30
SECTION 24, INCORPORATION OF RECITALS. The City hereby finds that the
statements set forth in the recitals of this Ordinance are true and correct, and the City hereby
incorporates such recitals as a part of this Ordinance.
SECTION 25. SEVERABILITY. If any provision of this Ordinance or the application
thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the
application thereofto other circumstances shall nevertheless be valid, and this governing body hereby
declares that this Ordinance would have been enacted without such invalid provision.
SECTION 26, REPEALER. All orders, resolutions and ordinances, or parts thereof,
inconsistent herewith are hereby repealed to the extent of such inconsistency.
SECTION 27. EFFECTIVE DATE. This Ordinance shall become effect immediately from
and after its passage on first and final reading in accordance with Section 1201.028, Texas
Government Code, as amended.
SECTION 28, PERFECTION. Chapter 1208, Government Code, applies to the issuance of
the Certificates and the pledge of ad valorem taxes and surplus net revenues granted by the City under
Sections b and 7 of this Ordinance, and such pledge is therefore valid, effective and perfected. If
Texas law is amended at any time while the Certificates are outstanding and unpaid such that the
pledge of ad valorem taxes and surplus net revenues granted by the City under Sections b and 7 of
this Ordinance is to be subject to the filing requirements of Chapter 9, Business & Commerce Code,
then in order to preserve to the registered owners of the Certificates the perfection of the security
interest in said pledge, the City agrees to take such measures as it determines are reasonable and
necessary under Texas law to comply with the applicable provisions of Chapter 9, Business &
Commerce Code and enable a filing to perfect the security interest in said pledge to occur.
GEORG7WN/CO2003: Ordinance zoo s—% q 31
IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and
approved on the first and final reading on the 16`t` day of December, 2003.
Gary Nelon, Mayor
City of Georgetown, Texas
ATTEST,
Shirley Rinn
Deputy City
Patricia Carls
City Attorney
GEORGfWNICO2003: Ordinance `a' 3 j 32
GEORGTWN/CO2003: Ordinance x--003 �" + A4
The following information is referred to in Section 16 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided annually
in accordance with such Section are as specified (and included in the Appendix or under the headings
of the Official Statement referred to) below:
(1) Table 1 - Valuation, Exemptions and General Obligation Debt;
(2) Table 2 - Taxable Assessed Valuations by Category;
(3) Table 3 - Valuation and General Obligation Debt History;
(4) Table 4 - Tax Rate Levy and Collection History;
(5) Table 5 - Ten Largest Taxpayers;
(6) Table 8 - General Obligation Debt Service Requirements;
(7) Table 10 - General Fund Revenues and Expenditure History;
(8) Table 11 - Municipal Sales Tax History;
(9) "Investments - Current Investments;" and
(10) Appendix B
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described
in the notes to the financial statements referred to in paragraph 1 above.
GEORGCWN/CO2001:ORDIN.DRi ZOOS---4�9 B-1