HomeMy WebLinkAboutORD 94-22 - Cert of Obligationrt'HE STATE OF •
COUNTYOF 1,
CITY OF !;"" 1.
WHEREAS, the City Council of the City of Georgetown, Texas (the "City") deems it
advisable to issue certificates of obligation in the amount of $1,750,000 (the "Certificates")
for the purpose of (1) constructing improvements and acquiring right of way relating to the
street, bridge and road system of the City, (2) constructing T hangars at the municipal
airport, (3) constructing and equipping a recreation center and (4) paying professional
services including legal, fiscal, architectural and engineering fees and other such costs in
connection therewith; 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
and Articles 1111-1118, Vernon's Annotated Texas Civil Statutes, as amended; and
WHEREAS, on May 24, 1994 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 June 5, 1994 and June 12, 1994 in the
Williamson County Stitt, a newspaper of general circulation in the City and a "newspaper"
as defined in Article 28a, Vernon's Annotated Texas Civil Statutes; and
WHEREAS, the City received no 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 4 of the Century Plan - Policy Plan Element, which states; "The City shall
develop a strategy to provide sufficient financial resources, for both short term and long
term needs", and Economic Development Policy which states "The City will encourage
diversified growth and promote business opportunities to create jobs, broaden the tax base,
and minimize the impact of economic fluctuation'; and further finds that the enactment of
this Ordinance is not inconsistent or in conflict with any other Century Plan Policies, as
required by Section 2.03 of the Administrative Chapter of the Policy Plan.
GEORGE ORDINANCE.DR3 6PIM ,�
WHEREAS, it is considered to be in the best interest of the City that the interest
bearing Certificates be issued.
4
Section Ie RECITALS, AMOUNT AND PURPOSE OFT E CERTIFICATES. The
recitals set forth in the preamble hereof are incorporated herein and shall have the same
force and effect as if set forth in this Section. The certificates of the City of Georgetown,
Texas (the "City") are hereby authorized to be issued and delivered in the aggregate
principal amount of $1,750,000 for the purpose of (1) constructing improvements and
acquiring right of way relating to the street, bridge and road system of the City, (2)
constructing T hangars at the municipal airport, (3) constructing and equipping a recreation
center and (4) paying professional services including legal, fiscal, architectural and
engineering fees and other such costs in connection therewith.
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
REVENUE CERTIFICATE OF OBLIGATION, SERIES 1994", and initially there shall be
issued, sold, and delivered hereunder fully registered certificates, without interest coupons,
dated July 1, 1994, 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 T4 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 "Registered 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 schedules:
.I•
AMOUNT YEAR AMOUNT
1995 $65,000 2002 $115,000
1996 80111000 2003 120,000
1997 85,000 2004 130,000
1998 90111000 2005 135,000
1999
95,000
2006
1451000
2000
100,000
2007
150,000
2001
110,000
2008
1605000
2009 170,000
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 certifi-
GEORGE- ORDINANC&DR3 6/1 W� 2
cates 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
1995 % 2002 %
1996 % 2003 %
1997
%
2004
%
1998
%
2005
%
1999
%
2006
%
2000
%
2007
%
2001
%
2008
%
2009
%
Interest shall be payable in the manner provided and on the dates stated in the FORA OF
CERTIFICATE set forth in this Ordinance.
Section 4. CHARACTERISTICS OF THE CERTIFICATES. Registration, Transfer,
Conversion and Exchange; Authentication. (a) The City shall keep or cause to be kept at
Texas Commerce Bank National Association (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 regis-
trations, transfers, conversions and exchanges as herein provided. The Paying Agent/Regis-
trar 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 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
GEORGE ORDINANCE.DR3 621M Y49 2Z 3
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 out-
standing unless such Certificate is so executed. The Paying Agent/Registrar promptly shall
cancel all paid Certificates and Certificates surrendered for conversion and exchange. No
additional ordinances, orders, or resolutions need be passed or adopted by the governing
body of the City or any other body or person so as to accomplish the foregoing conversion
and exchange of any Certificate or portion thereof, and the Paying Agent/Registrar shall
provide for the printing, execution, and delivery of the substitute Certificates in the manner
prescribed herein, and said Certificates shall be printed or typed on paper of customary
weight and strength. Pursuant to Article 717k-6, Vernon's Annotated Texas Civil Statutes,
as amended, and particularly Section 6 thereof, the duty of conversion and exchange of
Certificates as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the
execution of said Certificate, the converted and exchanged Certificate shall be valid,
incontestable, and enforceable in the same manner and with the same effect as the
Certificates which initially were issued and delivered pursuant to this Ordinance, approved
by the Attorney General and registered by the Comptroller of Public Accounts.
(b) Payment of Certificates and Interest. The City hereby further appoints the
Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on
the Certificates, all as provided in this Ordinance. The Paying Agent/Registrar shall keep
proper records of all payments made by the City and the Paying Agent/Registrar with
respect to the Certificates, and of all conversions and exchanges of Certificates, and all
replacements of Certificates, as provided in this Ordinance. However, in the event of a
nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a
new record date for such interest payment (a "Special Record Date") will be established by
the Paying Agent/Registrar, if and when funds for the payment of such interest have been
received from the City. Notice of the past due interest shall be sent at least five (5) business
days prior to the Special Record Date by United States mail, first-class postage prepaid, to
the address of each Registered Owner appearing on the Registration Books at the close of
business on the last business day next preceding the date of mailing of such notice.
(c) In General. The Certificates (i) shall be issued in fully registered form, without
interest coupons, with the principal of and interest on such Certificates to be payable only
to the Registered Owners thereof, (ii) may be redeemed prior to their scheduled maturities
(notice of which shall be given to the Paying Agent/Registrar by the City at least 50 days
prior to any such redemption date), (iii) may be converted and exchanged for other
Certificates, (iv) may be transferred and assigned, (v) shall have the characteristics, (vi) shall
be signed, sealed, executed and authenticated, (vii) the principal of and interest on the
Certificates shall be payable, and (viii) shall be administered and the Paying Agent/Registrar
and the City shall have certain duties and responsibilities with respect to the Certificates, all
as provided, and in the manner and to the effect as required or indicated, in the FORM OF
GEORGF. ORDINANCEDR3 6J21/41 4
CERTIFICATE set forth in this Ordinance. The Certificates initially issued and delivered
pursuant to this Ordinance are not required to be, and shall not be, authenticated by the
Paying Agent/Registrar, but on each substitute Certificate issued in conversion of and
exchange for any Certificate or Certificates issued under this Ordinance the Paying
Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION
CERTIFICATE, in the form set forth in the FORM OF CERTIFICATE.
(d) Substitute Paving Agent/Registrar. The City covenants with the Registered
Owners of the Certificates that at all times while the Certificates are outstanding the City
will provide a competent and legally qualified bank, trust company, financial institution, or
other agency to act as and perform the services of Paying Agent/Registrar for the
Certificates under this Ordinance, and that the Paying Agent/Registrar will be one entity.
The City reserves the right to, and may, at its option, change the Paying Agent/Registrar
upon not less than 30 days written notice to the Paying Agent/Registrar, to be effective at
such time which will not disrupt or delay payment on the next principal or interest payment
date after such notice. In the event that the entity at any time acting as Paying
Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or
otherwise cease to act as such, the City covenants that promptly it will appoint a competent
and legally qualified bank, trust company, financial institution, or other agency to act as
Paying Agent/Registrar under this Ordinance. Upon any change in the Paying
Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the
Registration Books (or a copy thereof), along with all other pertinent books and records
relating to the Certificates, to the new Paying Agent/Registrar designated and appointed by
the City. Upon any change in the Paying Agent/Registrar, the City promptly will cause a
written notice thereof to be sent by the new Paying Agent/Registrar to each Registered
Owner of the Certificates, by United States mail, first-class postage prepaid, which notice
also shall give the address of the new Paying Agent/Registrar. By accepting the position and
performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the
provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to
each Paying Agent/Registrar,
(e) Book -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 Bond 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
GEORGE- ORDINANCEDR3 6=94 5
m
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 Bond is registered in the Registration
Books as the absolute owner of such Bond for the purpose of payment of principal,
premium, if any, and interest, with respect to such Bond, 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 Bond 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 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-OnlySystem. 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 Bond 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
Bond and all notices with respect to such Bond shall be made and given, respectively, in the
manner provided in the representation letter of the City to DTC.
(h) Initial Bonds}. The Certificates herein authorized shall be initially issued as fully
GEORGE- ORDINANCE.DR3 6121/94 f
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registered bonds, being one bond for each maturity in the denomination of the applicable
principal amount and the initial Bond(s) shall be registered in the names of the Purchaser
or the designees thereof as set forth in Section 28 hereof. The initial Bond(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 Purchaser. Immediately after the delivery of the initial
Bond(s), the Paying Agent/Registrar shall cancel the initial Bond(s) delivered hereunder and
exchange therefor Certificates in the form of a separate single fully registered Bond for each
of the maturities thereof registered in the name of Cede & Co., as nominee of LTC 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 ITC.
Section 5. FORM OF CERTIFICATES. The form of the Certificates, 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.
i. t
INTEREST
RATE
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FDRATFOXV'
CERTIFICATES
July 1, 1994
MATURITY
DATE
!• •
r `,
ON THE MATURITY DATE specified above, the CITE' 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
GEORGH- ORDINANCEDR3 6J21774 7
interest thereon from the Date of Certificates set forth above, on February 15, 1995 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 Texas Commerce Bank National Association, which is the "Paying
Agent/Registrar" for this Certificate at their office in Dallas, Texas (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 issu-
ance 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, as hereinafter described. 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
GEORGE- ORDINANCEDR36MM y
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Payment/Transfer Office of the Paying Agent/Registrar. The City covenants with the
Registered Owner of this Certificate that on or before each principal payment date, interest
payment date, and accrued interest payment date for this Certificate it will make available
to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the
Certificate Ordinance, the amounts required to provide for the payment, in immediately
available funds, of all principal of and interest on the Certificates, when due.
IF THE DATE for the payment of the principal of or interest on this Certificate shall
be a Saturday, Sunday, a legal holiday or a day on which banking institutions in the city
where the principal corporate trust office of the Paying Agent/Registrar is located are
authorized by law or executive order to close, then the date for such payment shall be the
next succeeding day which is not such a Saturday, Sunday, legal holiday or day on which
banking institutions are authorized to close; and payment on such date shall have the same
force and effect as if made on the original date payment was due.
IS CERTIFICATE is one of a Series of Certificates dated July 1, 1994, authorized
in accordance with the Constitution and laws of the State of Texas in the principal amount
of $1,750,000, for the purpose of (1) constructing improvements and acquiring right of way
relating to the street, bridge and road system of the City, (2) constructing T hangars at the
municipal airport, (3) constructing and equipping a recreation center and (4) paying
professional services including legal, fiscal, architectural and engineering fees and other such
costs in connection therewith.
ON AUGUST 15, 2004, or on any date thereafter, the Certificates of this Series
maturing on and after August 15, 2005 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).
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 pay-
ment 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
GEORGE, ORDINANCEDR3 6/21144 9
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 inte-
gral 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 assignment hereof, but such method is not exclusive, and
other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to
evidence the assignment of this Certificate or any portion or portions hereof from time to
time by the Registered Owner. The Paying Agent/Registrar's reasonable standard or
customary fees and charges for assigning, transferring, converting and exchanging any Certifi-
cate or portion thereof will be paid by the City. In any circumstance, any taxes or govern-
mental 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
GEORGE ORDINANCEDR3 6Rt/9A 10
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, being the combined Waterworks,
Sewer and Electric Light System, 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.
N 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 19 be duly impressed, or placed in facsimile, on this Certificate.
Mayor
Em
GEORGE- ORDINANCE.DR3 011N 11
a
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 of this Certificates 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.
Texas Commerce Bank National Association
Paying Agent/Registrar
Authorized Representative
GEORGE- ORDINANCE.DR3 6/21/94 12
! VC'
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer
Identification Number of Transferee
(please print or typewrite name and address,
including zip code, of Transferee)
the within Certificate and all rights thereunder, and hereby irrevocably constitutes and
appoints , attorney, to register the transfer
of the within Certificate on the books kept for registration thereof, with full power of substi-
tution in the premises.
I/ t
Signature Guaranteed:
NOTICE: Signature(s) must be
guaranteed by a member firm of
the New Fork Stock Exchange or
a commercial bank or trust company.
GEORGE, ORDINANCEDR3 WIM 13
NOTICE: The signature above
must correspond with the name
of the Registered Owner as it
appears upon the front of this
Certificate in every particular, with-
out alteration or enlargement
or any change whatsoever.
I hereby certify that this Certificate has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and that this Certificate has been
registered by the Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts
of the State of Texas
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, being the combined Waterworks, Sewer and Electric Light System
(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 obligation (now or hereafter outstanding) which are
GEORG$ ORDINANCE DR3 6121191 14
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.
The Mayor and the City Secretary 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 S, when payment of the principal of such Certificate, plus
interest thereon to the due date (whether such due date be by reason of maturity or other-
wise) either (i) shall have been made or caused to be made in accordance with the terms
thereof, 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 or (2)
Government Obligations which mature as to principal and interest in such amounts and at
such times as will insure 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. 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
or revenues herein levied and pledged as provided in this Ordinance, and such principal and
interest shall be payable solely from such money or Government Obligations.
(b) Any moneys so deposited with the Paying Agent/Registrar may at the written
direction of the City also be invested in Government Obligations, maturing in the amounts
and times as hereinbefore set forth, and all income from such Government Obligations
received by the Paying Agent/Registrar which is not required for the payment of the
Certificates 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) The term "Government Obligations" as used in this Section, shall mean direct
obligations of the United States of America, including obligations the principal of and
interest on which are unconditionally guaranteed by the United States of America, which
may be United States Treasury obligations such as its State and Local Government Series,
which may be in book -entry form.
GEORGE ORDINANCE.DR3 6/21/94 15
(d) Until all Defeased Certificates shall have become due and payable, the Paying
Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased
Certificates the same as if they had not been defeased, and the City shall make proper
arrangements to provide and pay for such services as required by this Ordinance.
Section 9. DAMAGEDMUTILATED, LOST STOLENDESTROYED
CERTIFICATES. (a) Replacement Certificates. In the event any outstanding Certificate
is damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to
be printed, executed and delivered, a new certificate of the same principal amount, maturity
and interest rate, as the damaged, mutilated, lost, stolen or destroyed Certificate, in
replacement for such Certificate in the manner hereinafter provided.
(b) Application for Replacement Certificates. Application for replacement of
damaged, mutilated, lost, stolen or destroyed Certificates shall be made by the Registered
Owner thereof to the Paying Agent/Registrar. In every case of loss, theft or destruction of
a Certificate, the Registered Owner applying for a replacement certificate shall furnish to
the City and to the Paying Agent/Registrar such security or indemnity as may be required
by them to save each of them harmless from any loss or damage with respect thereto. Also,
in every case of loss, theft or destruction of a Certificate, the Registered Owner shall furnish
to the City and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft
or destruction of such Certificate, as the case may be. In every case of damage or mutilation
of a Certificate, the Registered Owner shall surrender to the Paying Agent/Registrar for
cancellation the Certificate so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section,
in the event any such Certificate shall have matured, and no default has occurred which is
then continuing in the payment of the principal of, redemption premium, if any, or interest
on the Certificate, the City may authorize the payment of the same (without surrender
thereof except in the case of a damaged 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 Section 6 of
Article 717k-6, Vernon's Annotated Texas Civil Statutes, 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
GEORGE ORDINANCEDR3 bWIM 16
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 pertaining to the Certificates pending their delivery and their investigation,
examination, and approval by the Attorney General of the State of Texas, and their registra-
tion 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 fac-
simile, on such Certificate. The approving legal opinion of the City's Bond Counsel and the
assigned CUSIP numbers may, at the option of the City, be printed on the Certificates issued
and delivered under this Ordinance, but neither shall have any legal effect, and shall be
solely for the convenience and information of the Registered Owners of the Certificates. In
addition, if bond insurance is obtained, the Certificates may bear an appropriate legend as
provided by the insurer.
E 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:
(a) 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;
(b) 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) of the Code, to the governmental use;
(c) to take any action to assure that no amount which is greater than the
GEORGE: ORDINANCE.DR3 6/21/94 17
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,
(d) 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;
(e) 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;
(f) 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 --
(1) 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
bonds are issued,
(2) amounts invested in a bona fide debt service fund, within the
meaning of section 1.103-13(b)(12) of the Treasury Regulations, and
(3) 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;
(g) 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);
(h) 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; and
(i) to maintain such records as will enable the City to fulfill its responsibilities
under this section and section 148 of the Code and to retain such records for at least
six years following the final payment of principal and interest on the Certificates.
GEORG& ORDINANCE.DR3 6/21194 18
In order to facilitate compliance with the above covenants (h) and (i), a "Debate
Fund" is hereby established by the City for the sole benefit of the United States of America,
and such fund shall not be subject to the claim of any other person, including without
limitation, the bondholders. The Rebate Fund is established for the additional purpose of
compliance with section 148 of the Code.
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.
Section 12. SALE OF CERTIFICATES. The Certificates are hereby initially sold and
shall be delivered to , at a purchase
price of $ plus accrued interest to date of delivery. It is hereby
officially found, determined and disclosed that the terms of the sale are the most
advantageous reasonably obtainable. The Certificates shall initially be registered in the
name of . It is further officially found, determined and declared that
the Certificates have been sold pursuant to an Official Statement dated
, prepared and distributed in connection with the sale of the Certificates. Said Official
Statement, and any addenda, supplement or amendment thereto have been and are hereby
approved by the governing body of the City, and its use in the offer and sale of the
Certificates is hereby approved. It is further officially found, determined and declared that
the statements and representations contained in said Official Statement are true and correct
in all material respects, to the best knowledge and belief of the governing body of the City.
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
GEORGR ORDINANCE.DR3 6/21/94 19
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.
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 1.1 hereof in order to prevent the Certificates from being arbitrage bonds
shall be so rebated and not considered as interest earnings for the purposes of this Section.
Section 15. APPROVAL, OF PAVING AGENT/REGISTRAR AGREEMENT.
Attached hereto as Exhibit "A" is a substantially final form of Paying Agent/Registrar
Agreement. Each of the Mayor, City Manager and 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.
Section lb. 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.
GEORGE- ORDINANCEDR3 6121/94 20
Section 17. 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 Issuer protesting the issuance of such Certificates.
n. _� .. a Im r 1 ►- • •a
a
By: L O WOOD, Mayor
City of Georgetown, Texas
ATTEST:
Sandra Lee
City Secretary
Marianne Landers Banks
City Attorney
GEORGE- ORDINANCEDR36/21/94 21
1*494,111,0011
f.
GEORGE ORDINANCE.DR3 6/21/31 A-1
�i� • ♦ III �E
THIS AGREEMENT entered into as of June 28, 1994 (this "Agreement"), by and
between the City of Georgetown, Texas (the "Issuer"), and Texas Commerce Bank National
Association, a banking association duly organized and existing under the laws of the United
States of America (the "Bank").
1
WHEREAS, the Issuer has duly authorized and provided for the issuance of its
Combination Tax and Revenue Certificates of Obligation, Series 1994 in the aggregate
principal amount of $1,750,000 (the "Securities"), such Securities to be issued in fully
registered form only as to the payment of principal and interest thereon; and
WHEREAS, the Securities are scheduled to be delivered to the initial purchasers
thereof on or about July 26, 1994: and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on said
Securities and with respect to the registration, transfer and exchange thereof by the
registered owners thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the
Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for
the Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND ;+, i
The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the
Securities. As Paying Agent for the Securities, the Bank shall be responsible for paying on
behalf of the Issuer the principal, premium (if any), and interest on the Securities as the
same become due and payable to the registered owners thereof, all in accordance with this
Agreement and the "Order" (hereinafter defined).
The Issuer hereby appoints the Bank as Registrar with respect to the Securities. As
Registrar for the Securities, the Bank shall keep and maintain for and on behalf of the
Issuer books and records as to the ownership of said Securities and with respect to the
transfer and exchange thereof as provided herein and in the "Order."
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent
GEORGE: PAYING.AGR 6107/94
and Registrar for the Securities.
As compensation for the Bank's services as Paying Agent/Registrar, the Issuer hereby
agrees to pay the Bank the fees and amounts set forth in Schedule A attached hereto for
the first year of this Agreement and thereafter the fees and amounts set forth in the Bank's
current fee schedule then in effect for services as Paying Agent/Registrar for municipalities,
which shall be supplied to the Issuer on or before 90 days prior to the close of the Fiscal
Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year.
In addition, the Issuer agrees to reimburse the Bank upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Bank in
accordance with any of the provisions hereof (including the reasonable compensation and
the expenses and disbursements of its agents and counsel).
r� •
Section 2.01. Definitions.
For all purposes of this Agreement, except as otherwise expressly provided or unless
the context otherwise requires:
"Acceleration Date" on any Security means the date on and after which the principal
or any or all installments of interest, or both, are due and payable on any Security which has
become accelerated pursuant to the terms of the Security.
"Bank Office" means the principal corporate trust office of the Bank as indicated on
the signature page hereof, except that the payment and registration duties of the Bank will
be performed from the Bank's principal corporate trust office located in Dallas, Texas. The
Bank will notify the Issuer in writing of any change in location of the Bank Office.
"Fiscal Year" means the fiscal year of the Issuer, ending September 30.
"Holder" and "Security Holder" each means the Person in whose name a Security is
registered in the Security Register.
"Issuer Request" and "Issuer Order" means a written request or order signed in the
name of the Issuer by the Mayor of the Issuer, any one or more of said officials, delivered
to the Bank.
"Legal Holiday" means a day on which the Bank is required or authorized to be
"Person" means any individual, corporation, partnership, joint venture, association,
joint stock company, trust, unincorporated organization or government or any agency or
GEORGE: PAYING.AGR 6/0719E4 2
political subdivision of a government.
"Predecessor Securities" of any particular Security means every previous Security
evidencing all or a portion of the same obligation as that evidenced by such particular
Security (and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen
Security for which a replacement Security has been registered and delivered in lieu thereof
pursuant to Section 4.06 hereof and the Order).
"Redemption Date" when used with respect to any Bond to be redeemed means the
date fixed for such redemption pursuant to the terms of the Order.
"Order" means the order, ordinance or resolution of the governing body of the Issuer
pursuant to which the Securities are issued, certified by the City Secretary of the Issuer or
any other officer of the Issuer and delivered to the Bank.
"Responsible Officer" when used with respect to the Bank means the Chairman or
Vice -Chairman of the Board of Directors, the Chairman or slice -chairman of the Executive
Committee of the Board of Directors, the President, any Vice President, the Secretary, any
Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant
Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the Bank
customarily performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter, any other officer
to whom such matter is referred because of his knowledge of and familiarity with the
particular subject.
"Security Register" means a register maintained by the Bank on behalf of the Issuer
providing for the registration and transfer of the Securities.
"Stated Maturity" means the date specified in the Order the principal of a Security
is scheduled to be due and payable.
The terms "Bank," Issuer," and Securities (Security)" have the meanings assigned to
them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the
duties and functions of this Agreement.
As Paying Agent, the Bank shall, provided adequate collected funds have been
provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the
principal of each Security at its Stated Maturity, Redemption Date, or Acceleration Date,
GEORGE: PAYING.AGR 6/07/94 3
to the Holder upon surrender of the Security to the Bank at the Bank Office.
As Paying Agent, the Bank shall, provided adequate collected funds have been
provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the
interest on each Security when due, by computing the amount of interest to be paid each
Holder and preparing and sending checks by United States Mail, first class postage prepaid,
on each payment date, to the Holders of the Securities (or their Predecessor Securities) on
the respective Record Date, to the address appearing on the Security Register or by such
other method, acceptable to the Bank, requested in writing by the Holder at the Holder's
risk and expense.
The Issuer hereby instructs the Bank to pay the principal of and interest on the
Securities on the dates specified in the Order.
The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank
Office books and records (herein sometimes referred to as the "Security Register") for
recording the names and addresses of the Holders of the Securities, the transfer, exchange
and replacement of the Securities and the payment of the principal of and interest on the
Securities to the Holders and containing such other information as may be reasonably
required by the Issuer and subject to such reasonable regulations as the Issuer and the Bank
may prescribe. All transfers, exchanges and replacement of Securities shall be noted in the
Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been
guaranteed by an officer of a federal or state bank or a member of the National Association
of Securities Dealers, in form satisfactory to the Bank, duly executed by the Holder thereof
or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a
re -registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in
relation to an exchange or transfer of Securities, the exchange or transfer by the Holders
thereof will be completed and new Securities delivered to the Holder or the assignee of the
Holder in not more than three (3) business days after the receipt of the Securities to be
canceled in an exchange or transfer and the written instrument of transfer or request for
exchange duly executed by the Holder, or his duly authorized agent, in form and manner
satisfactory to the Paying Agent/Registrar,
GEORGE: PAYING.AGR 6/07/94 4
The Issuer shall provide an adequate inventory of printed Securities to facilitate
transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities
will be kept in safekeeping pending their use, and reasonable care will be exercised by the
Bank in maintaining such Securities in safekeeping, which shall be not less than the care
maintained by the Bank for debt securities of other political subdivisions or corporations for
which it serves as registrar, or that is maintained for its own securities.
The Bank, as Registrar, will maintain the Security Register relating to the registration,
payment, transfer and exchange of the Securities in accordance with the Bank's general
practices and procedures in effect from time to time. The Bank shall not be obligated to
maintain such Security Register in any form other than those which the Bank has currently
available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form
capable of being converted into written form within a reasonable time.
The Bank will provide the Issuer at any time requested by the Issuer, upon payment
of the required fee, a copy of the information contained in the Security Register. The Issuer
may also inspect the information contained in the Security Register at any time the Bank is
customarily open for business, provided that reasonable time is allowed the Bank to provide
an up-to-date listing or to convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any
person other than to, or at the written request of, an authorized officer or employee of the
Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt
of a court order and prior to the release or disclosure of the contents of the Security
Register, the Bank will notify the Issuer so that the Issuer may contest the court order or
such release or disclosure of the contents of the Security Register.
The Bank will, at such reasonable intervals as it determines, surrender to the Issuer,
Securities in lieu of which or in exchange for which other Securities have been issued, or
which have been paid.
1IM112=1
The Issuer hereby instructs the Bank, subject to the applicable provisions of the
Carder, to deliver and issue Securities in exchange for or in lieu of mutilated, destroyed, lost,
or stolen Securities as long as the same does not result in an overissuance.
GEORGE: PAYING.AGR 6107/94 5
In case any Security shall be mutilated, or destroyed, lost or stolen, the Bank, in its
discretion, may execute and deliver a replacement Security of like form and tenor, and in
the same denomination and bearing a number not contemporaneously outstanding, in
exchange and substitution for such mutilated Security, or in lieu of and in substitution for
such destroyed lost or stolen Security, only after (i) the filing by the Holder thereof with the
Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security,
and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of
indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All
expenses and charges associated with such indemnity and with the preparation, execution
and delivery of a replacement Security shall be borne by the Holder of the Security
mutilated, or destroyed, lost or stolen.
1
The Bank will, within a reasonable time after receipt of written request from the
Issuer, furnish the Issuer information as to the Securities it has paid pursuant to Section 3.01,
Securities it has delivered upon the transfer or exchange of any Securities pursuant to
Section 4.01, and Securities it has delivered in exchange for or in lieu of mutilated,
destroyed, lost, or stolen Securities pursuant to Section 4.06.
The Bank undertakes to perform the duties set forth herein and agrees to use
reasonable care in the performance thereof.
(a) The Bank may conclusively rely, as to the truth of the statements and
correctness of the opinions expressed therein, on certificates or opinions furnished to the
Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by
a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining
the pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity satisfactory to it against such
risks or liability is not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting
upon any resolution, certificate, statement, instrument, opinion, report, notice, request,
GEORGE: PAYING.AGR 6/07/94 6
direction, consent, order, bond, note, security, or other paper or document believed by it to
be genuine and to have been signed or presented by the proper party or parties. Without
limiting the generality of the foregoing statement, the Bank need not examine the ownership
of any Securities, but is protected in acting upon receipt of Securities containing an
endorsement or instruction of transfer or power of transfer which appears on its face to be
signed by the Holder or an agent of the Holder. The Bank shall not be bound to make any
investigation into the facts or matters stated in a resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, note, security
or other paper or document supplied by Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or
any opinion of counsel shall be full and complete authorization and protection with respect
to any action taken, suffered, or omitted by it hereunder in good faith and in reliance
thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
The recitals contained herein with respect to the Issuer and in the Securities shall be
taken as the statements of the Issuer, and the Bank assumes no responsibility for their
correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any
Security, or any other Person for any amount due on any Security from its own funds.
The Bank, in its individual or any other capacity, may become the owner or pledgee
of Securities and may otherwise deal with the Issuer with the same rights it would have if
it were not the Paying Agent/Registrar, or any other agent.
The Bank shall deposit any moneys received from the Issuer into a trust account to
be held in a fiduciary capacity for the payment of the Securities, with such moneys in the
account that exceed the deposit insurance available to the Issuer by the Federal Deposit
Insurance Corporation, to be fully collateralized with securities or obligations that are
eligible under the laws of the State of Texas to secure and be pledged as collateral for trust
accounts until the principal and interest on such securities have been presented for payment
and paid to the owner thereof. Payments made from such trust account shall be made by
check drawn on such trust account unless the owner of such Securities shall, at its own
expense and risk, request such other medium of payment.
Subject to the Unclaimed Property Law of the State of Texas, any money deposited
with the Bank for the payment of the principal, premium (if any), or interest on any Security
GEORGE: PAYING.AGR 6/07/94
and remaining unclaimed for three years after the final maturity of the Security has become
due and payable will be paid by the Bank to the Issuer if the Issuer so elects, and the
Holder of such Security shall hereafter Iook only to the Issuer for payment thereof, and all
liability of the Bank with respect to such monies shall thereupon cease. If the Issuer does
not elect, the Bank is directed to report and dispose of the funds in compliance with Title
Six of the Texas Property Code, as amended.
To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold
it harmless against, any loss, liability, or expense incurred without negligence or bad faith on
its part, arising out of or in connection with its acceptance or administration of its duties
hereunder, including the cost and expense against any claim or liability in connection with
the exercise or performance of any of its powers or duties under this Agreement.
The Issuer and the Bank agree that the Bank may seek adjudication of any adverse
claim, demand, or controversy over its person as well as funds on deposit, in either a Federal
or State District Court located in the State and County where either the Bank Office or the
administrative offices of the Issuer is located, and agree that service of process by certified
or registered mail, return receipt requested, to the address referred to in Section 6.03 of this
Agreement shall constitute adequate service. The Issuer and the Bank further agree that
the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction
to determine the rights of any Person claiming any interest herein.
It is hereby represented and warranted that, in the event the Securities are otherwise
qualified and accepted for "Depository Trust Company" services or equivalent depository
trust services by other organizations, the Bank has the capability and, to the extent within
its control, will comply with the "Operational Arrangements," effective August 1, 1987, which
establishes requirements for securities to be eligible for such type depository trust services,
including, but not limited to, requirements for the timeliness of payments and funds
availability, transfer turnaround time, and notification of redemptions and calls.
This Agreement may be amended only by an agreement in writing signed by both of
the parties hereto.
This Agreement may not be assigned by either party without the prior written consent
GEORGE: PAYING.AGR 6/07194 8
UZZIMM"JYMtj
Any request, demand, authorization, direction, notice, consent, waiver, or other
document provided or permitted hereby to be given or furnished to the Issuer or the Bank
shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown
on the signature page of this Agreement.
•�. 1
The Article and Section headings herein are for convenience only and shall not affect
the construction hereof.
All covenants and agreements herein by the Issuer shall bind its successors and
assigns, whether so expressed or not.
i I: It A A M
In case any provision herein shall be invalid, illegal, or unenforceable, the validity,
legality, and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
Nothing herein, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, any benefit or any legal or equitable right, remedy,
or claim hereunder.
This Agreement and the Order constitute the entire agreement between the parties
hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists
between this Agreement and the Order, the Order shall govern.
M IR
This Agreement may be executed in any number of counterparts, each of which shall
be deemed an original and all of which shall constitute one and the same Agreement.
1am
This Agreement will terminate (i) on the date of final payment of the principal of and
interest on the Securities to the Holders thereof or (ii) may be earlier terminated by either
party upon sixty (60) days written notice; provided, however, an early termination of this
GEORGE: PAYING.AGR 6(0719I 9
Agreement by either party shall not be effective until (a) a successor Paying Agent/Registrar
has been appointed by the Issuer and such appointment accepted and (b) notice has been
given to the Holders of the Securities of the appointment of a successor Paying
Agent/Registrar. Furthermore, the Bank and Issuer mutually agree that the effective date
of an early termination of this Agreement shall not occur at any time which would disrupt,
delay or otherwise adversely affect the payment of the Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer
and deliver the Security Register (or a copy thereof), together with other pertinent books
and records relating to the Securities, to the successor Paying Agent/Registrar designated
and appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full
force and effect following the termination of this Agreement.
This Agreement shall be construed in accordance with and governed by the laws of
the State of Texas.
GEORGE: PAYING.AGR 6/07/94 10