HomeMy WebLinkAboutORD 2000-19 - Utility System Revenue BondsCERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
CITY OF GEORGETOWN §
We, the undersigned officers and members of the City of Georgetown, Texas (the "City"),
hereby certify as follows:
1. The City Council of the City convened in SPECIAL MEETING ON THE 8TH DAY
OF MARCH, 2000, at the City Hall (the "Meeting"), and the roll was called of the duly constituted
officers and members of the City, to -wit:
Mary Ellen Kersch, Mayor
Ferd Tonn - Mayor Pro Tem and Councilmember District 7
Lorenzo (Shorty) Valdez - Councilmember District 1
Clark Lyda - Councilmember District 2
Susan Hoyt - Councilmember District 3
Lee Bain - Councilmember District 4
Charlie Barton - Councilmember District 5
Charles "Hoss" Burson - Councilmember District 6
Sandra Lee - City Secretary
Marianne Landers Banks - City Attorney
and all of the persons were present, except the following absentees: None, thus constituting a
quorum. Whereupon, among other business, the following was transacted at the Meeting: a written
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN,
TEXAS COMBINATION TAX AND UTILITY SYSTEM LIMITED REVENUE
CERTIFICATES OF OBLIGATION, SERIES 2000; AUTHORIZING THE LEVY OF AN
AD VALOREM TAX AND THE PLEDGE OF CERTAIN REVENUES IN SUPPORT OF
THE CERTIFICATES; APPROVING AN OFFICIAL STATEMENT, A PAYING
AGENT/REGISTRAR AGREEMENT, AND OTHER AGREEMENTS RELATED TO
THE SALE AND ISSUANCE OF THE CERTIFICATES; AND AUTHORIZING OTHER
MATTERS RELATED TO THE ISSUANCE OF THE CERTIFICATES
was duly introduced for the consideration of the City Council. It was then duly moved and seconded
that the Ordinance be passed on first reading; and, after due discussion, said motion carrying with
it the passage of the Ordinance, prevailed and carried by the following vote:
AYES: 5
NOES: 2
MORM" WCOM: ORDM.CRT
2. The City Council of the City convened in REGULAR MEETING ON THE 28TH
DAY OF MARCH, 2000, at the City Hall (the "Meeting"), and the roll was called of the duly
constituted officers and members of the City, to -wit:
Mary Ellen Kersch, Mayor
Ferd Tonn - Mayor Pro Tem and Councilmember District 7
Lorenzo (Shorty) Valdez - Councilmember District 1
Shelley Davis - Councilmember District 2
Susan Hoyt - Councilmember District 3
Lee Bain - Councilmember District 4
Charlie Barton - Councilmember District 5
Charles "Hoss" Burson - Councilmember District 6
and all of the persons were present, except the following absentees: none, thus constituting a
quorum. Whereupon, among other business, the following was transacted at the Meeting: a written
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN,
TEXAS COMBINATION TAX AND UTILITY SYSTEM LIMITED REVENUE
CERTIFICATES OF OBLIGATION, SERIES 2000; AUTHORIZING THE LEVY OF AN
AD VALOREM TAX AND THE PLEDGE OF CERTAIN REVENUES IN SUPPORT OF
THE CERTIFICATES; APPROVING AN OFFICIAL STATEMENT, A PAYING
AGENT/REGISTRAR AGREEMENT, AND OTHER AGREEMENTS RELATED TO
THE SALE AND ISSUANCE OF THE CERTIFICATES; AND AUTHORIZING OTHER
MATTERS RELATED TO THE ISSUANCE OF THE CERTIFICATES
was duly introduced for the consideration of the City Council. It was then duly moved and seconded
that the Ordinance be passed on second and final reading; and, after due discussion, said motion
carrying with it the passage of the Ordinance, prevailed and carried by the following vote:
AYES: 5
NOES: 2
3. A true, full and correct copy of the Ordinance passed at the Meetings described in the
above and foregoing paragraphs is attached to and follows this Certificate; that the Ordinance has
been duly recorded in the City Council's minutes of the Meetings; that the above and foregoing
paragraphs are a true, full and correct excerpt from the City Council's minutes of the Meeting
pertaining to the passage of the Ordinance; that the persons named in the above and foregoing
paragraphs are the duly chosen, qualified and acting officers and members of the City Council as
indicated therein; that each of the officers and members of the City Council was duly and sufficiently
notified officially and personally, in advance, of the time, place and purpose of the Meetings, and
that the Ordinance would be introduced and considered for passage at the Meetings, and each of the
officers and members consented, in advance, to the holding of the Meetings for such purpose, and
that the Meetings were open to the public and public notice of the time, place and purpose of the
meeting was given, all as required by Chapter 551, Texas Government Code.
4. The Mayor of the City has approved and hereby approves the Ordinance; that the
Mayor and the City Secretary of the City have duly signed the Ordinance; and that the Mayor and
GWRGCWN/COWW: OADIN.CAT
the City Secretary of the City hereby declare that their signing of this Certificate shall constitute the
signing of the attached and following copy of the Ordinance for all purposes.
SIGNED AND SEALED the MAR 2 8 2000
I�7G 1tl/,_
City Secretary Mayor
[CITY SEAL]
GEORGTWWCO2000: ORDIN CRT
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN,
TEXAS COMBINATION TAX AND UTILITY SYSTEM LIMITED REVENUE
CERTIFICATES OF OBLIGATION, SERIES 2000; AUTHORIZING THE LEVY OF AN
AD VALOREM TAX AND THE PLEDGE OF CERTAIN REVENUES IN SUPPORT OF
THE CERTIFICATES; APPROVING AN OFFICIAL STATEMENT, A PAYING
AGENT/REGISTRAR AGREEMENT, AND OTHER AGREEMENTS RELATED TO
THE SALE AND ISSUANCE OF THE CERTIFICATES; AND AUTHORIZING OTHER
MATTERS RELATED TO THE ISSUANCE OF THE CERTIFICATES
GEORGT W N/CO2000: ORDIN. DR 1
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN,
TEXAS COMBINATION TAX AND UTILITY SYSTEM LIMITED REVENUE
CERTIFICATES OF OBLIGATION, SERIES 2000; AUTHORIZING THE LEVY OF AN
AD VALOREM TAX AND THE PLEDGE OF CERTAIN REVENUES IN SUPPORT OF
THE CERTIFICATES; APPROVING AN OFFICIAL STATEMENT, A PAYING
AGENT/REGISTRAR AGREEMENT, AND OTHER AGREEMENTS RELATED TO
THE SALE AND ISSUANCE OF THE CERTIFICATES; AND AUTHORIZING OTHER
MATTERS RELATED TO THE ISSUANCE OF THE CERTIFICATES
TABLE OF CONTENTS
PAGE
RECITALS....................................................................1
SECTION 1.
RECITALS, AMOUNT PURPOSE OF THE CERTIFICATES ................
2
(a) Recitals and Purpose ...................................................
2
(b) Century Plan .........................................................2
SECTION 2.
DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND
MATURITIES OF CERTIFICATES ..................................
2
SECTION 3.
INTEREST.........................................................3
SECTION 4. CHARACTERISTICS OF THE CERTIFICATES ....................
4
(a)
Registration, Transfer, Conversion and Exchange; Authentication ..............
4
(b)
Payment of Certificates and Interest ......................................
4
(c)
In General..........................................................5
(d)
Substitute Pang Agent/Registrar _.......................................
5
(e)
Book -Entry -Only System ..............................................
6
(f)
Successor Securities Depository; Transfer Outside Book -EP= -Only System ......
7
(g)
Payments to Cede & Co ................................................
7
(h)
Initial Certificate(s)...................................................
7
SECTION 5.
FORM OF CERTIFICATE ............................................
7
SECTION 6.
INTEREST AND SINKING FUND ....................................
15
SECTION 7.
REVENUES.......................................................
15
SECTION 8.
DEFEASANCE OF CERTIFICATES ...................................
16
SECTION 9.
DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
CERTIFICATES.................................................17
(a)
Replacement Certificates ..............................................
17
(b)
Application for Replacement Certificates .................................
17
(c)
No Default Occurred .................................................
17
(d)
Charge for Issuing Replacement Certificates ..............................
18
(e)
Authority for Issuing Replacement Certificates ............................
18
SECTION 10. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES;
BOND COUNSEL'S OPINION; CUSIP NUMBERS AND
CONTINGENT INSURANCE PROVISION, IF OBTAINED ..............
18
GEORGT W N/C 02000: ORD IN. DR i
SECTION 11.
TAX EXEMPTION MATTERS ......................................
18
(a) Covenants Regarding Tax Exemption of Interest on the Certificates ............
18
(b) Allocation Of, and Limitation On, Expenditures for the Project ...............
20
(c) Disposition of Project ................................................
21
SECTION 12.
SALE OF CERTIFICATES ..........................................
21
SECTION 13.
REMEDIES IN EVENT OF DEFAULT ................................
21
SECTION 14.
INTEREST EARNINGS ON CERTIFICATE PROCEEDS .................
22
SECTION 15.
APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT,
LETTER OF REPRESENTATIONS AND OFFICIAL STATEMENT .......
22
SECTION 16.
CONTINUING DISCLOSURE UNDERTAKING ........................
22
(a)
Annual Reports..................................................22
(b)
Material Event Notices ............................................
23
(c)
Limitations. Disclaimers, and Amendments ............................
23
(d)
Definitions......................................................25
SECTION 17.
DESIGNATION AS QUALIFIED TAX-EXEMPT CERTIFICATES .........
25
SECTION 18.
SEVERABILITY..................................................
25
SECTION 19.
EFFECTIVE DATE ................................................
25
SECTION 20.
INSURANCE PROVISIONS ........................................
25
Exhibit A - Purchase Contract
Exhibit B - Paying Agent/Registrar Agreement
Exhibit C - Description of Annual Financial Information
GEOR6'rWN/CO2000: ORDIN.DRI li
Ordinance No. 2000-18
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN,
TEXAS COMBINATION TAX AND UTILITY SYSTEM LIMITED REVENUE
CERTIFICATES OF OBLIGATION, SERIES 2000; AUTHORIZING THE LEVY OF AN
AD VALOREM TAX AND THE PLEDGE OF CERTAIN REVENUES IN SUPPORT OF
THE CERTIFICATES; APPROVING AN OFFICIAL STATEMENT, A PAYING
AGENT/REGISTRAR AGREEMENT, AND OTHER AGREEMENTS RELATED TO
THE SALE AND ISSUANCE OF THE CERTIFICATES; AND AUTHORIZING OTHER
MATTERS RELATED TO THE ISSUANCE OF THE CERTIFICATES
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
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 $1,450,000 (the "Certificates") for the
purpose of paying contractual obligations incurred or to be incurred by the City for: (1) traffic
improvement projects including realignment of Country Club Road and the engineering for the
Rivery Bridge and (2) 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") and that such 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 February 8, 2000 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 February 20, 2000 and March 1, 2000 in the
Williamson County Sun, a newspaper of general circulation in the City and a "newspaper" as defined
in Section 2051.044, Government Code; and
WHEREAS, the City has not received a petition from the qualified electors of the City
protesting the issuance of the Certificates; and
WHEREAS, 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
GEORGT W N/CO2000: ORDIN. DR I
WHEREAS, it is hereby officially found and determined that the meeting at which this
Ordinance was passed was open to the public, and public notice of the time, place and purpose of
said meeting was given, all as required by Chapter 551, Texas Government Code; and
WHEREAS, it is considered to be in the best interest of the City that the interest bearing
Certificates be issued.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS:
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 $1,450,000 for the purpose of paying
contractual obligations incurred or to be incurred by the City for: (1) traffic improvement projects
including realignment of Country Club Road and the engineering for the Rivery Bridge and (2)
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 2000", and initially
there shall be issued, sold, and delivered hereunder fully registered certificates, without interest
coupons, dated March 15, 2000, in the respective denominations and principal amounts hereinafter
stated, numbered consecutively from R-1 upward (except the initial Certificates delivered to the
Attorney General of the State of Texas which shall be numbered T-1 upward), 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 "Regis-
tered 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:
GEORGTWN/CO2000: ORDIN.DRI 2
YEAR
AMOUNT
YEAR
AMOUNT
2002
$ 45,000
2011
$ 75,000
2003
50,000
2012
75,000
2004
50,000
2013
80,000
2005
55,000
2014
85,000
2006
55,000
2016
185,000
2007
60,000
2017
100,000
2008
65,000
2018
105,000
2009
65,000
2019
110,000
2010
70,000
2020
120,000
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
2002
5.875%
2011
5.250%
2003
5.875
2012
5.300
2004
5.875
2013
5.350
2005
5.875
2014
5.400
2006
5.875
2016
5.450
2007
5.250
2017
5.550
2008
5.150
2018
5.600
2009
5.200
2019
5.625
2010
5.250
2020
5.625
Interest shall be payable in the manner provided and on the dates stated in the FORM OF
CERTIFICATE set forth in this Ordinance.
GEORGTWN/CO2000: ORDIN.DRI 3
SECTION 4. CHARACTERISTICS OF THE CERTIFICATES. (a) Registration.
Transfer. Conversion and Exchange; Authentication. The City shall keep or cause to be kept at The
Bank of New York, New York, New York (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 pro-
vided. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of
the Registered Owner of each Certificate to which payments with respect to the Certificates shall be
mailed, as herein provided; but it shall be the duty of each Registered Owner to notify the Paying
Agent/Registrar in writing of the address to which payments shall be mailed, and such interest
payments shall not be mailed unless such notice has been given. The City shall have the right to
inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but
otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless
otherwise required by law, shall not permit their inspection by any other entity. The Paying
Agent/Registrar shall make the Registration Books available within the State of Texas. The City
shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such
registration, transfer, conversion, exchange and delivery of a substitute Certificate or Certificates.
Registration of assignments, transfers, conversions and exchanges of Certificates shall be made in
the manner provided and with the effect stated in the FORM OF CERTIFICATE set forth in this
Ordinance. Each substitute Certificate shall bear a letter and/or number to distinguish it from each
other Certificate.
Except as provided in Section 4(c) of this Ordinance, an authorized representative of the
Paying Agent/Registrar shall, before the delivery of any such Certificate, date and manually sign said
Certificate, and no such Certificate shall be deemed to be issued or outstanding unless such Certifi-
cate 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 resolu-
tions 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,
GEORGr"/CO2000: ORDIN.DRI 4
d in this Ordinance. The PayingAgent/Registrar shall keep proper records of a1
all as provide
a ents made by the City and the Paying Agent/Registrar ents of Certificates, asprovided
i
p of Certificates, and all replacements
all conversions and exchangespayment date, an
this Ordinance. However, in the event of a nonpayment of interest on a scheduled
p � cord Date' "�
for thirty (30) days thereafter, a new record date for if and when fundpayment r the payment of such intere
will be established by the Paying Agent/Registrar, at least
have been received from the City. Notice of the past due interest maul shall b sent
postage prepaid- t- __ w
business days prior to the Special Record Date by on the Registration Books at the close of busine
g
the address of each Registered Owner appe date of mailing of such notice.
on the last business day next preceding t
(c) Inln General. The Certificates (i) shall be issued a ego be ly registered
ayable only t the Register
coupons, with the principal of and interest on such Certificates P
Owners thereof, (ii) may be redeemed prior to their scheduled maturities
to any such redemption dat
given to the paying Agent/Registrar by the City at least 45 day p iv) may be transferred and assign
(iii) may be converted and exchanged for
be gnedfisealed(executed and authenticated, (vii)
(v) shall have the characteristics, (vi) able, and (viii) shall be administered and
principal of and interest on the Certificates duties and responsibilities with respect to
Paying Agent/Registrar and the City shall have certain or indicted, in
Certificates, all as provided, and in the manner and to the effect
Cerrfc as require
initially issued
FORM OF CERTIFICATE set forth in this Ordinance. T
delivered pursuant to this Ordinance are not required to be, and n alln not
be,
f and excel b - -
Paying Agent/Registrar, but on each substitute Certificate is ent/Re istrar shall exe
any Certificate or Certificates issued under S AUthis
1HENTICATION CERTIFICATE, in the form set
the PAYING AGENT/REGISTRAR
in the FORM OF CERTIFICATE.
(d) Substitute Paving AentlReeistrar. The City covenantsartnwith
ng the City provi�
the Certificates that at all times while the Certificates
institution, or other agency to
competent and legally qualified bank, trust company,
and perform the services of Paying Agent/Registrar forthe Certificates reserves the derrigthis Oandrd nv �-
that the Paying Agent/Registrar will be one entity. Th City
option, change the Paying Agent/Registrar upon not less than 30 days written
notice
to the
th -
p
Agent/Registrar, to be effective at such time which will not disrupt or delayp Y at the entity at any time
principal or interest payment date after such notice. acquisition, the event or other method) should
as Paying Agent/Registrar (or its successor by
or otherwise cease to act as such, the City covenants that on orit otheragency to acascompete
legally qualified bank, trust company, financial ins
change in the Paying Agent/Registrar, the pr
Agent/Registrarunderthis Ordinance. Upon any
ansfer and deliver the Registration Books (or
Paying Agent/Registrar promptly shall tr
thereof), along with all other pertinent books and records relating toon the anyCertificates,
in the �
flAgent/Registrar designated and appointed by the City. p
Paying
Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the new
5
G EGRGP W N ^`CO2000: ORDIN. DR I
Agent/Registrar to each Registered Owner of the Certificates, by United States mail, first-class
postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By
accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have
agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered
to each Paying Agent/Registrar.
(e) Book -Entry -Only System. The Certificates issued in exchange for the Certificates
initially issued as provided in Section 4(h) shall be issued in the form of a separate single fully
registered Certificate for each of the maturities thereof• registered in the name of Cede & Co. as
nominee of DTC and except as provided in subsection (f) hereof, all of the Outstanding Certificates
shall be registered in the name of Cede & Co., as nominee of DTC.
With respect to Certificates registered in the name of Cede & Co., as nominee of DTC, the
City and the Paying Agent/Registrar shall have no responsibility or obligation to any securities
brokers and dealers, banks, trust companies, clearing corporations and certain other organizations
on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of
securities transactions among DTC participants (the "DTC Participant") or to any person on behalf
of whom such a DTC Participant holds an interest in the Certificates. Without limiting the
immediately preceding sentence, the City and the Paying Agent/Registrar shall have no
responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or
any DTC Participant with respect to any ownership interest in the Certificates, (ii) the delivery to
any DTC participant or any other person, other than a Registered Owner, as shown on the
Registration Books, of any notice with respect to the Certificates, including any notice of
redemption, or (iii) the payment to any DTC Participant or any person, other than a Registered
Owner, as shown on the Registration Books of any amount with respect to principal of, premium,
if any, or interest on the Certificates. Notwithstanding any other provision of this Ordinance to the
contrary, but to the extent permitted by law, the City and the Paying Agent/Registrar shall be entitled
to treat and consider the person in whose name each Certificate is registered in the Registration
Books as the absolute owner of such Certificate for the purpose of payment of principal, premium,
if any, and interest, with respect to such Certificate, for the purposes of registering transfers with
respect to such Certificates, and for all other purposes of registering transfers with respect to such
Certificates, and for all other purposes whatsoever. The Paying 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
certificate evidencing the obligation of the City to make payments of principal, premium, if any, and
interest pursuant to the Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written
notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co.,
and subject to the provisions in this Ordinance with respect to interest checks being mailed to the
GEORGTWN/CO2000: ORDIN.DRI 6
registered owner at the close of business on the Record Date the word "Cede & Co." in this
Ordinance shall refer to such new nominee of DTC.
(f) Successor Securities Depository; Transfer Outside Book -Entry Only System. In the
event that the City determines to discontinue the book -entry system through DTC or a successor or
DTC determines to discontinue providing its services with respect to the Certificates, the City shall
either (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of
the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the
appointment of such successor securities depository and transfer one or more separate Certificates
to such successor securities depository or (ii) notify DTC and DTC Participants of the availability
through DTC of Certificates and transfer one or more separate Certificates to DTC Participants
having Certificates credited to their DTC accounts. In such event, the Certificates shall no longer
be restricted to being registered in the Registration Books in the name of Cede & Co., as nominee
of DTC, but may be registered in the name of the successor securities depository, or its nominee, or
in whatever name or names Registered Owner transferring or exchanging Certificates shall
designate, in accordance with the provisions of this Ordinance.
(g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the
contrary, so long as any Certificate is registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of, premium, if any, and interest on such Certificate and all
notices with respect to such Certificate shall be made and given, respectively, in the manner provided
in the Blanket Representation of the City to DTC.
(h) Initial Certificate(s). 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(s) shall be registered in the names of the Underwriter or
the designees thereof as set forth in Section 12 hereof. The initial Certificate(s) shall be the
Certificates 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(s), the
Paying Agent/Registrar shall cancel the initial Certificate(s) 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 S. 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.
GF.ORGTWN/CO2000: ORDIN.DRI 7
FORM OF CERTIFICATE
NO. R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
COUNTY OF WILLIAMSON $
CITY OF GEORGETOWN, TEXAS
COMBINATION TAX AND UTILITY SYSTEM LIMITED REVENUE
CERTIFICATE OF OBLIGATION
SERIES 2000
INTEREST DATE OF MATURITY
RATE CERTIFICATES DATE CUSIP NO.
March 15, 2000
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
ON THE MATURITY DATE specified above, the CITY OF GEORGETOWN, in
Williamson County, Texas (the "City"), being a political subdivision of the State of Texas, hereby
promises to pay to the Registered Owner set forth above, or registered assigns (hereinafter called the
"Registered Owner") the principal amount set forth above, and to pay interest thereon from the Date
of Certificates set forth above, on February 15, 2001 and semiannually on each August 15 and
February 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.
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
GEORGT"/CO2000: ORDIN.DRI 8
New York, New York, which is the "Paying Agent/Registrar" for this Certificate at their office in
Jacksonville, Florida (the "Designated Payment/Transfer Office"). The payment of interest on this
Certificate shall be made by the Paying Agent/Registrar to the Registered Owner hereof on each
interest payment date by check or draft, dated as of such interest payment date, drawn by the Paying
Agent/Registrar on, and payable solely from, funds of the City required by the ordinance authorizing
the issuance of this Certificate (the "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, 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.
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 ofthis 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 pay-
ment, 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.
GEORGTWN/CO2000: ORDIN.DRI 9
THIS CERTIFICATE is one of a Series of Certificates dated March 15, 2000, authorized
in accordance with the Constitution and laws of the State of Texas in the principal amount of
$1,450,000, for the purpose of paying contractual obligations incurred or to be incurred by the City
for: (1) traffic improvement projects including realignment of Country Club Road and the
engineering for the Rivery Bridge and (2) 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, 2009, or on any date thereafter, the Certificates of this Series maturing
on and after August 15, 2010 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, 2016 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, 2016
Redemption Date Principal Amount
August 15, 2015 $ 90,000
August 15, 2016 95,000
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.
GEORGTWN/CO2000: ORDIN.DRI 10
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 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 Certificate may be executed by the Registered Owner to evidence the
GEORGT"/CO2000: ORDIN.DRI 11
assignment hereof, but such method is not exclusive, and other instruments of assignment satisfac-
tory 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.
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
secured by and payable from the surplus revenues of the 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.
BY BECOMING the Registered Owner of this Certificate, the Registered Owner thereby
acknowledges all of the terms and provisions of the 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.
GF.ORGTWN/CO2000: ORDIN.DRI 12
IN WITNESS WHEREOF, the City has caused this Certificate to be signed with the
manual or facsimile signature of the Mayor of the City and countersigned with the manual or
facsimile signature of the City Secretary of said City, and has caused the official seal of the City to
be duly impressed, or placed in facsimile, on this Certificate.
City Secretary
(SEAL)
Mayor
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Certificate is not accompanied by an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
It is hereby certified that this Certificate has been issued under the provisions of the
Certificate Ordinance described in the text ofthis Certificate; and that this Certificate has been issued
in conversion or replacement of, or in exchange for, a certificate, certificates, or a portion of a
certificate or certificates of a Series which originally was approved by the Attorney General of the
State of Texas and registered by the Comptroller of Public Accounts of the State of Texas.
Dated The Bank of New York, New York
Paying Agent/Registrar
By
Authorized Representative
FORM OF ASSIGNMENT:
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
GEORGTWN/CO2000: ORDIN.DRI 13
Please insert Social Security or Taxpayer
Identification Number of Transferee
(Please print or typewrite name and address,
including zip code, of Transferee)
the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer of the within
Certificate on the books kept for registration thereof, with full power of substitution in the premises.
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
NOTICE: The signature above must
correspond with the name of the Registered
Owner as it appears upon the front of this
company. Certificate in every particular, without
alteration or enlargement or any change
whatsoever.
FORM OF REGISTRATION CERTIFICATE OF
THE COMPTROLLER OF PUBLIC ACCOUNTS:
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
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.
GEORGTWN/CO2000: ORDIN.DRI 14
Witness my signature and seal this
Comptroller of Public Accounts
of the State of Texas
(COMPTROLLER'S SEAL)
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 required to 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.
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.
GEORG7WN/CO2000: OMIN.DRI 15
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/CO2000: ORDIN.DRI 16
(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
GEORGTWN/CO2000: ORDIN.DRI 17
may authorize the payment of the same (without surrender thereof except in the case of a damaged
or mutilated Certificate) instead of issuing a replacement Certificate, provided security or indemnity
is furnished as above provided in this Section.
(d) Charge for Issuing_ Replacement Certificates. Prior to the issuance of any replacement
certificate, the Paying Agent/Registrar shall charge the Registered Owner of such Certificate with
all legal, printing, and other expenses in connection therewith. Every replacement certificate issued
pursuant to the provisions of this Section by virtue of the fact that any Certificate is lost, stolen or
destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen or
destroyed Certificate shall be found at any time, or be enforceable by anyone, and shall be entitled
to all the benefits of this Ordinance equally and proportionately with any and all other Certificates
duly issued under this Ordinance.
(e) Authority for Issuing Replacement Certificates. In accordance with Subchapter 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
Agent/Registrar 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 ofthe Certificates.
In addition, if bond insurance is obtained, the Certificates may bear an appropriate legend as
provided by the insurer.
SECTION 11. TAX EXEMPTION MATTERS. (a) Covenants Regarding Tax Exemption
of Interest on the Certificates. 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:
GEORGT IN/CO2000: ORDIN.DRI 18
(1) to take any action to assure that no more than 10 percent of the proceeds of the
Certificates or the projects financed therewith (less amounts deposited to a reserve fund, if
any) are used for any "private business use," as defined in section 141(b)(6) of the Code or,
if more than 10 percent of the proceeds or the projects financed therewith are so 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 (a) 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 bonds" within the meaning of section 141(b) of the Code;
(5) to refrain from taking any action that would result in the Certificates being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion of the proceeds of the Certificates, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) which produces a
materially higher yield over the term of the Certificates, other than investment property
acquired with --
(a) proceeds of the Certificates invested for a reasonable temporary period
of 3 years or less or, in the case of a refunding bond, for a period of 30 days or less
until such proceeds are needed for the purpose for which the certificates are issued,
(b) amounts invested in a bona fide debt service fund, within the meaning of
section 1.148-1(b) of the Treasury Regulations, and
(c) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Certificates;
GEORGTWN/CO2000: ORDIN.DRI 19
(7) to otherwise restrict the use of the proceeds of the Certificates or amounts treated
as proceeds of the Certificates, as may be necessary, so that the Certificates do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the
extent applicable, section 149(d) of the Code (relating to advance refundings); and
(8) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Certificates) an amount that is at least equal to 90
percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to
pay to the United States of America, not later than 60 days after the Certificates have been
paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings
under section 148(f) of the Code.
In order to facilitate compliance with the above covenant (h), a "Rebate Fund" is hereby
established by the City for the sole benefit of the United States of America, and such fund shall not
be subject to the claim of any other person, including without limitation, the certificateholders. The
Rebate Fund is established for the additional purpose of compliance with section 148 of the Code.
For purposes of the foregoing (a) and (b), the City understands that the term "proceeds"
includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding
bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date
of issuance of the Certificates. It is the understanding of the City that the covenants contained herein
are intended to assure compliance with the Code and any regulations or rulings promulgated by the
U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are
hereafter promulgated which modify or expand provisions of the Code, as applicable to the
Certificates, the City will not be required to comply with any covenant contained herein to the extent
that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely
affect the exemption from federal income taxation of interest on the Certificates under section 103
of the Code. In the event that regulations or rulings are hereafter promulgated which impose
additional requirements which are applicable to the Certificates, the City agrees to comply with the
additional requirements to the extent necessary, in the opinion of nationally recognized bond
counsel, to preserve the exemption from federal income taxation of interest on the Certificates under
section 103 of the Code. In furtherance of such intention, the City hereby authorizes and directs the
Mayor 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.
(b) 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(a) of this Ordinance (the "Project") on its books and records by allocating
proceeds to expenditures within 18 months of the later of the date that (1) the expenditure is made,
or (2) the Project is completed. The foregoing notwithstanding, the City shall not expend sale
proceeds or investment earnings thereon 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, unless the
City obtains an opinion of nationally -recognized bond counsel that such expenditure will not
adversely affect the status, for federal income tax purposes, ofthe Certificates or the interest thereon.
GEORGTWN/CO W0:ORDIN.DRI 20
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.
(c) 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 status, for federal income tax purposes, of the
Certificates or the interest thereon. For purposes of the foregoing, the portion of the property
comprising personal property and disposed in the ordinary course shall not be treated as a transaction
resulting in the receipt of cash or other compensation. For purposes hereof, the City shall not be
obligated to comply with this covenant if it obtains an opinion that such failure to comply will not
adversely affect the excludability for federal income tax purposes from gross income of the interest.
SECTION 12. SALE OF CERTIFICATES. The Certificates are hereby initially sold and
shall be delivered to Dain Rauscher Incorporated (the "Underwriter") at the price and in accordance
with the terms and provisions of a Purchase Contract in substantially the form attached hereto as
Exhibit A, which the Mayor of the City is hereby authorized and directed to execute and deliver and
the 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 Certificates shall be registered in the name of Dain Rauscher Incorporated.
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
(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.
GEORGTWN/CO2000: ORDIN.DRI 21
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 "B" 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 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 March 8, 2000, prior to the date hereof is ratified and
confirmed. The City Council of the City hereby finds and determines that the Preliminary Official
Statement and the Official Statement were and are "deemed final" (as that term is defined in 17
C.F.R. Section 240.15c-12) as of their respective dates.
SECTION 16. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports.
The City shall provide annually to 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 "C" hereto. Any financial statements to be so provided shall be (1)
prepared in accordance with the accounting principles described in Exhibit "C" 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.
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.
GEORGrWN/CO2000: ORDIN.DRI 22
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. 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.
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
GEORGTWN/CO2000: ORDIN.DRI 23
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.
UNDERNO 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 CONTRACTOR 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, of the reason for
the amendment and of the impact of any change in the type of financial information or operating data
so provided. The City may also amend or repeal the provisions of this continuing disclosure
agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final
jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent
that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or
selling Certificates in the primary offering of the Certificates.
GEORGTWN/CO2000: ORDIN.DRI 24
(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.
WRMSIR" 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. 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, conditioned upon the Underwriter identified in Section 12 hereof certifying
that the aggregate initial offering price of the Certificates to the public (excluding any accrued
interest) is no greater than $10 million. Assuming such condition is met, 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 not
designated nor will designate obligations, 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 Section 11 hereof, in order that the Certificates will not be
considered "private activity bonds" within the meaning of section 141 of the Code.
SECTION 18. SEVERABILITY. The provisions of this Ordinance are severable; and in
case any one or more of the provisions of this Ordinance or the application thereof to any person or
circumstance should be held to be invalid, unconstitutional, or ineffective as to any person or
circumstance, the remainder of this Ordinance nevertheless shall be valid, and the application of any
such invalid provision to persons or circumstances other than those as to which it is held invalid shall
not be affected thereby.
SECTION 19. EFFECTIVE DATE. This Ordinance shall become effective upon the final
passage of this Ordinance, and no petition was received from the qualified electors of the City
protesting the issuance of such Certificates.
SECTION 20. INSURANCE PROVISIONS. (a) Definitions. "Insurance Policy" as used
herein has the following meaning: "the insurance policy issued by the Certificate Insurer
GEORGMNICO2000: ORDIN.DRI 25
guaranteeing the scheduled payment of principal of and interest on the Certificates when due".
"Insurer" as used herein has the following meaning: "Financial Security Assurance Inc., a New York
stock insurance company, or any successor thereto or assignee thereof'.
(b) Insurer as Holder. The Insurer shall be deemed to be the sole holder of the Certificates
insured by it for the purpose of exercising any voting right or privilege or giving any consent or
direction or taking any other action that the holders of the Certificates insured by it are entitled to
take pursuant to Section 13 this Ordinance.
(c) Third Party Beneficiary. The Insurer is a third party beneficiary to this Ordinance.
(d) Modifications. No modification, amendment or supplement to this Ordinance may
become effective except upon obtaining the prior written consent of the Insurer.
(e) Rating Agency Notice. Copies of any modification or amendment to this Ordinance shall
be sent to Standard & Poor's Ratings Services and Moody's Investors Service, Inc. at least 10 days
prior to the effective date thereof.
(f) Rights Granted Insurer. The rights granted to the Insurer under this Ordinance to request,
consent to or direct any action are rights granted to the Insurer in consideration of its issuance of the
Insurance Policy. Any exercise by the Insurer of such rights is merely an exercise of the Insurer's
contractual rights and shall not be construed or deemed to be taken for the benefit or on behalf of the
Certificateholders nor does such action evidence any position of the Insurer, positive or negative,
as to whether Certificateholder consent is required in addition to consent of the Insurer.
(g) Payments Under Policy. Amounts paid by the Insurer under the Insurance Policy shall
not be deemed paid for purposes of this Ordinance and shall remain Outstanding and continue to be
due and owing until paid by the City in accordance with this Ordinance.
(h) Claims Upon the Insurance Policy and Payments by and to the Insurer. If, on the third
business day prior to the related scheduled interest payment date or principal payment date or the
date to which Certificate maturity has been accelerated, if applicable, ("Payment Date") there is not
on deposit with the Paying Agent/Registrar, after making all transfers and deposits required under
this Ordinance, moneys sufficient to pay the principal of and interest on the Certificates due on such
Payment Date, the Paying Agent/Registrar shall give notice to the Insurer and to its designated agent
(if any) (the "Insurer's Fiscal Agent") by telephone or telecopy of the amount of such deficiency by
12:00 noon, New York City time, on such Business Day. If, on the second Business Day prior to
the related Payment Date, there continues to be a deficiency in the amount available to pay the
principal of and interest on the Certificates due on such Payment Date, the Paying Agent/Registrar
shall make a claim under the Insurance Policy and give notice to the Insurer and the Insurer's Fiscal
Agent (if any) by telephone of the amount of such deficiency, and the allocation of such deficiency
between the amount required to pay interest on the Certificates and the amount required to pay
principal of the Certificates, confirmed in writing to the Insurer and the Insurer's Fiscal Agent by
12:00 noon, New York City time, on such second Business Day by filling in the form of Notice of
Claim and Certificate delivered with the Insurance Policy.
GE0RGTWN/CO2W: ORDIN.DRI 26
In the event the claim to be made is for a mandatory sinking fund redemption installment,
upon receipt of the moneys due, the Paying Agent/Registrar shall authenticate and deliver to affected
Certificateholders who surrender their Certificates a new Certificate or Certificates in an aggregate
principal amount equal to the unredeemed portion of the Certificate surrendered. The Paying
Agent/Registrar shall designate any portion of payment of principal on Certificates paid by the
Insurer, whether by virtue of mandatory sinking fund redemption, maturity or other advancement
of maturity, on its books as a reduction in the principal amount of Certificates registered to the then
current Certificateholder, whether DTC or its nominee or otherwise, and shall issue a replacement
Certificate to the Insurer, registered in the name of Financial Security Assurance Inc., in a principal
amount equal to the amount of principal so paid (without regard to authorized denominations);
provided that the Paying Agent/Registrar's failure to so designate any payment or issue any
replacement Certificate shall have no effect on the amount of principal or interest payable by the
City on any Certificate or the subrogation rights of the Insurer.
The Paying Agent/Registrar shall keep a complete and accurate record of all funds deposited
by the Insurer into the Policy Payments Account and the allocation of such funds to payment of
interest on and principal paid in respect of any Certificate. The Insurer shall have the right to inspect
such records at reasonable times upon reasonable notice to the Paying Agent/Registrar.
Upon payment of a claim under the Insurance Policy the Paying Agent/Registrar shall
establish a separate special purpose trust account for the benefit of Certificateholders referred to
herein as the "Policy Payments Account" and over which the Paying Agent/Registrar shall have
exclusive control and sole right ofwithdrawal. The Paying Agent/Registrar shall receive any amount
paid under the Insurance Policy in trust on behalf of Certificateholders and shall deposit any such
amount in the Policy Payments Account and distribute such amount only for purposes of making the
payments for which a claim was made. Such amounts shall be disbursed by the Paying
Agent/Registrar to Certificateholders in the same manner as principal and interest payments are to
be made with respect to the Certificates under the sections hereof regarding payment of Certificates.
It shall not be necessary for such payments to be made by checks or wire transfers separate from the
check or wire transfer used to pay debt service with other funds available to make such payments.
Funds held in the Policy Payments Account shall not be invested by the Paying
Agent/Registrar and may not be applied to satisfy any costs, expenses or liabilities of the Paying
Agent/Registrar.
Any funds remaining in the Policy Payments Account following a Certificate payment date
shall promptly be remitted to the Insurer.
(i) Subro ag tion. The Insurer shall, to the extent it makes any 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 Insurance Policy.
0) Reimbursement of Expenses. The City shall pay or reimburse the Insurer any and all
charges, fees, costs and expenses which the Insurer may reasonably pay or incur in connection with
(i) the administration, enforcement, defense or preservation of any rights or security under this
GEORGIWN/CO2000: ORDIN.DRI 27
Ordinance or in any related documents; (ii) the pursuit of any remedies under this Ordinance or any
other related document or otherwise afforded by law or equity, (iii) any amendment, waiver or other
action with respect to, or related to, this Ordinance or any other related document whether or not
executed or completed, (iv) the violation by the City of any law, rule or regulation, or any judgment,
order or decree applicable to it or (v) any litigation or other dispute in connection with this
Ordinance or any other related document or the transactions contemplated thereby, other than
amounts resulting from the failure of the Insurer to honor its obligations under the Insurance Policy.
The Insurer reserves the right to charge a reasonable fee as a condition to executing any amendment,
waiver or consent proposed in respect of this Ordinance or any other related document.
(k) Payment Without Notice. The Insurer shall be entitled to pay principal or interest on the
Certificates that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the
City (as such terms are defined in the Insurance Policy) and any amounts due on the Certificates as
a result of acceleration of the maturity thereof, if applicable, whether or not the Insurer has received
a Notice of Nonpayment (as such terms are defined in the Insurance Policy) or a claim upon the
Insurance Policy.
(1) Notice. The notice address of the Insurer is: Financial Security Assurance Inc., 350 Park
Avenue, New York, New York 10022-6022, Attention: Managing Director — Surveillance; Re:
Policy No. 26065-N, Telephone: (212) 826-0100; Telecopier: (212) 339-3529. In each case in
which notice or other communication refers to an Event of Default, then a copy of such notice or
other communication shall also be sent to the attention of General Counsel and shall be marked to
indicate "URGENT MATERIAL ENCLOSED."
(m) Copies of Information. The Insurer shall be provided with the following information:
(i) Annual audited financial statements within 120 days after the end of the
City's fiscal year and the City's annual budget within 30 days after the
approval thereof;
(ii) Notice of any default known to the Paying Agent/Registrar within five
Business Days after knowledge thereof;
(iv) Prior notice of the advance refunding or redemption of any of the
Certificates, including the principal amount, maturities and CUSIP numbers
thereof;
(v) Notice of the resignation or removal of the Paying Agent/Registrar, Paying
Agent and Certificate Registrar and the appointment of, and acceptance of
duties by, any successor thereto;
(vi) Notice of the commencement of any proceeding by or against the City
commenced under the United States Bankruptcy Code or any other applicable
bankruptcy, insolvency, receivership, rehabilitation or similar law (an
"Insolvency Proceeding");
GEORGTWNI 2000: ORDIN.DRI 28
(vii) Notice of the making of any claim in connection with any Insolvency
Proceeding seeking the avoidance as a preferential transfer of any payment
of principal of, or interest on, the Certificates;
(viii) A full original transcript of all proceedings relating to the execution of any
amendment or supplement to this Ordinance; and
(ix) All reports, notices and correspondence to be delivered under the terms of the
Ordinance.
GFARGIWN/COM: ORDIN.DRI 29
PASSED AND APPROVED on First Reading on the 8th day of March, 2000.
PASSED AND APPROVED on Second Reading on the 28th day of March, 2000.
THE CITY OF GEORGETOWN:
By: MaryEllen Kersch, Mayor
City of Georgetown, Texas
ATTEST:
Sandra Lee
City Secretary
APPROVED AS TO FORM:
Marianne Landers Banks
City Attorney
GEORGMN1CO2000: ORDIN.DRI L
EXHIBIT "A"
PURCHASE CONTRACT
See Tab No. 6 of this Transcript
GEORGT"/C(*DW: ORDIN.DRI A-1
EXHIBIT "B"
PAYING AGENUREGISTRAR AGREEMENT
See Tab No. 5 of this Transcript
GEORGTWN/CO2000: ORDINIAl B-1
EXHIBIT "C"
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
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.
GEORGTWN/CO2000: ORDIN.DRI C-1