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HomeMy WebLinkAboutORD 91-32 - Gen Obligation Refunding BondsTHE STATE 1, TEXAS COUNTY OF WILLIAMSON CITY OF GEORGETOWN We, the undersigned officers of said City, hereby certify as follows: 1. The City Council of said City convened in REGULAR MEETING ON THE 24TH DAY OF SEPTEMBER, 1991, at the City Hall, and the roll was called of the duly constituted officers and members of said City Council, to -wit. Connor,Mayor Mike McMaster, MayorPro Tern Winfred Bonner Jane Voltz Bill Shelby Bob Schrawger Fred Tonn Lorenzo Valdez, Jr. Elizabeth Gray, City Secretary .c all of said persons were present, except the following absentees: ' SCHRAWGER, thus constituting a quorum. Whereupon, among other business, the following was transacted at said Meeting: a written was duly introduced for the consideration of said City Council and read in full. It was then noted that said Ordinance was passed on first reading; and, after due discussion, said motion carrying with it the passage of said Ordinance, prevailed and carried by the following vote: AYES: All members of said City Council shown present above voted "Aye". 2. The City Council of •• City convened in REGULAR DAY OF OCTOBER, 1991, at the City Hall, and the roll was called of the duly constituted officers and members of • City Council,• Connor,Mayor Mike McMaster, Mayor • Tem Wixfred Bonner VoltzJane BobBill Shelby Schrawger `r Tonn Lorenzo `,. •- and all of said persons were present, except the following absentees: f lew thus constituting a quorum. Whereupon, among other business, the following was transacted at said Meeting: a written was duly introduced for the consideration of said City Council and read in full. It was th noted that said Ordinance be passed on second and final reading; and, after due discussiol said motion carrying with it the passage of said Ordinance, prevailed and carried by Al following vote: • members of said City Council shownpresent above• . ! i... 3. That a true, full and correct copy of the aforesaid Ordinance passed at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that said Ordinance has been duly recorded in said City Council's minutes of said Meeting; that the above and foregoing paragraph is a true, full and correct excerpt from said City Council's minutes of said Meeting pertaining to the passage of said Ordinance; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of said City Council as indicated therein; that each of the officers and members of said City Council was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the aforesaid Meeting, and that said Ordinance would be introduced and considered for passage at said Meeting, and each of said officers and members consented, in advance, to the holding of said Meeting for such purpose, and that said Meeting was open to the public and public notice of the time, place and purpose of said meeting was given, all as required by Vernon's Ann. Civ. St. Article 5252-17, 4. That the Mayor of said City has approved and hereby approves the aforesaid Ordinance; that the Mayor and the City Secretary of said City have duly signed said Ordinance; and that the Mayor and the City Secretary of said City hereby declare that their signing of this Certificate shall constitute the signing of the attached and following copy of said l s for all purposes. Vis'; R City Secretary OWN ORDINANCE AUTHORIZING REFUNDING BONDS, SERIES 1991, APPROVING AN OFFICIAL . O. AGREEMENTi THE STATE OF TEXAS § COUNTY s CITY OF GEORGETOWN EREAS, the City of Georgetown, Texas (the "Issuer) has duly issued and there is now outstanding, the following series of bonds which are secured by the full faith and credit of the Issuer and a pledge by the Issuer to levy ad valorem taxes sufficient to pay principal of and interest on the bonds as they become due; City of Georgetown, General Obligation Bonds, Series 1.984, dated July 1, 1984, maturities August 1, 1992 through August 1, 2001, in the aggregate 1�lrincipal amount of $1,635,000 (the "Series 1984 Bonds"); WHEREAS, the Issuer now desires to refund maturities 1995 through 2001 of the Series tit Bonds principal amount of f0 • #.# 'fS # WHEREAS, the City Council of the Issuer deems it advisable to refund the Refunded Bonds order #e ' achieve an savingsapproximately$103,909.06; . # WHEREAS, Article 717k, V.A.T.C.S. ("Article 717E") authorizes the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof together with any other available funds or resources, directly with a place of payment (paying agent) for the Re- funded Bonds, and such deposit, if made before such payment dates, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Bonds; and WHEREAS, Article 717k further authorizes the Issuer to enter into an escrow agreement with the paying agent for the Refunded Bonds with respect to the safekeeping, investment, reinvestment, administration and disposition of any such deposit, upon such terms and conditions as the Issuer and such paying agent may agree provided that such deposits may be invested and reinvested including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, and which shall mature and bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment or prepayment of the Refunded Bonds; and WHEREAS, First City, Texas - Austin, N.A., Austin, Texas, is the paying agent for the Refunded Bonds, and the Escrow Agreement hereinafter authorized, constitutes an agreement of the kind authorized and permitted by said Article 717k; and WHEREAS, all the Refunded Bonds mature or are subject to redemption prior maturity within 1 years i •. i •s • i -! WHEREAS, the City Council has found that this action implements Economic Development Policy 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 WHEREAS, the City Council has found that this action 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. THEREFORE, BE IT ORDAINED BY THE CITE' COUNCIL OF THE CITY OF GEORGETOWN: The facts and recitations contained in the preamble of this Ordinance are hereby found and declared to be true and correct, and are incorporated by reference herein and expressly made a part hereof, as if copied verbatim. The attached Exhibit "A", relating to the issuance of City of Georgetown, TexJ General Obligation Refunding Bond, Series 1991, dated October 1, 1991, is hereby adopt by • of of - g- •Texas,pects. All ordinances and resolutions,or parts of ordinances and resolutions, this Ordinance are hereby repealed, and are no longer of any force and effect. I If any provision of this Ordinance or application thereof to any person or circumstance, shall be held invalid, such invalidity shall not affect the other provisions, or application thereof, of this Ordinance which can be given effect without the invalid provision or application, and to this end the provisions of this Ordinance are hereby declared to be severable. The Mayor is hereby authorized to sign this Ordinance and the City Secretary to attest. This Ordinance shall become effective and be in full force and effect immediately in accordance with - provisions of - of of - • 1 • illl • • - • Elizabeth Gray, City Secretary ORDINANCE AUTHORIZINGi OF ' OBLIGATION REFUNDING BONDS,r t FAPPROVING OFFICIAL ; +! i i V r /kTGPl?ONYSIO i s r r ; ! '1imk 1 1 . /AST. ;NA AN EFFECTIVE DATE THE STATE OF COUNTY OF WILLIAMSON CITY OF ! r i THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN: Section 1. AMOUNT AND PURPOSE OF THE BONDS. The bond or bonds the City of t .- t - are hereby authorized to be issued and delivered the aggregate principal amountof r. Iii' for the purposeof providing funf to refuns a portion of the City of _Georgetown, Texas, General Obligation maturing August 9•throughr 11 Section 2. DESIGNA'T'ION OF THE BONDS. Each bond issued pursuant to this Ordinance shall be designated: "CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION REFUNDING BOND, SERIES 1991", and initially there shall be issued, sold, and delivered hereunder a single fully registered bond, without interest coupons, payable in annual installments of principal (the "Initial Bond"), but the Initial Bond may be assigned and transferred and/or converted into and exchanged for a like aggregate principal amount of fully registered bonds, without interest coupons, having serial and annual maturities, and in the denomination or denominations of $5,000 or any integral multiple of $5,000, all in the manner hereinafter provided. The term "Bonds" as used in this Ordinance shall mean and include collectively the Initial Bond and all substitute bonds exchanged therefor, as well as all other substitute bonds and replacement bonds issued pursuant hereto, and the term "Bond" shall mean any of the Bonds. Section 3. INITIAL DATE, DENOMINATION, NUMBER, MATURITIES, INITIAL REGISTERED OWNER, AND CHARACTERISTICS OF THE INITIAL BOND. (a) The Initial Bond is hereby authorized to be issued, sold, and delivered hereunder as a single fully registered Bond, without interest coupons, dated October 1, 1991, in the denomination and aggregate principal amount of $1,665,000, numbered R-1, payable in annual installments of principal to the initial registered owner thereof, to -wit: Southwest 0 Securities Incorporated, or to the registered assignee or assignees of said Bond or any portion or portions thereof (in each case, the "registered owner"), with the annual install- ments of principal of the Initial Bond to be payable on the dates, respectively, and in the principal amounts, respectively, stated in the FORM OF INITIAL BOND set forth in this Ordinance. (b) The Initial Bond (i) may be assigned and transferred, (ii) may be converted and exchanged for other Bonds, (iii) shall have the characteristics, and (iv) shall be signed and sealed, and the principal of and interest on the Initial Bond shall be payable, all as provided, and in the manner required or indicated, in the FORM OF INITIAL BOND set forth in this Ordinance. Section 4. INTEREST. The unpaid principal balance of the Initial Bond shall bear interest from the date of the Initial Bond and will be calculated on the basis of a 360 -day year of twelve 30 -day months to the respective scheduled due dates, of the installments of principal of the Initial Bond, and said interest shall be payable, all in the manner provided and at the rates and on the dates stated in the FORM OF INITIAL BOND set forth in this Ordinance. Section 5. FORM OF INITIAL BOND. The form of the Initial Bond, including t form of Registration Certificate of the Comptroller of Public Accounts of the State of Tex to be endorsed on the Initial Bond, shall be substantially as follows. FORM OF INITIAL BOND I NO. R-1 $105,000 UNITEDSTATES OF • STATE OF COUNTYOF • CITY OF GEORGETOWN, • •ZRE1-jT_-VAf1JCT BOIJD The CITY OF •; • •Williamson• - - - beidis political subdivision of of - hereby promises to pay to or to the registered assignee or assignees of this Bond or any portion or portions hereof (in each case, the "registered owner") the aggregate principal amount of P in annual installments of principal due and payable on August 1 in each of the years, and in the respective principal amounts, as set forth in the following schedule. YEAR AMOUNT R AMOUNT 1992 $ 55,000 1997 $21500 1993 35,000 1998 225,000 1994 359 1999 2359000 1995 1555 2000 250,000 1996 2059000 2001 2555000 and to pay interest, from the date of this Bond hereinafter stated, on the balance of each such installment of principal, respectively, from time to time remaining unpaid, at the rates as follows. maturity 1992, 4.60% maturity 1997, 5.40% maturity 1993, 4.80% maturity 1998, 5.55% maturity 1994, 5.00% maturity 1999, 5.70% maturity 1995, 5.15% maturity 2000, 5.75% maturity 1996, 5.25% maturity 2001, 5.85% THE INSTALLMENTS OF PRINCIPAL, OF AND THE INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The installments of principal and the interest on this Bond are payable to the registered owner hereof through the services of First City, Texas ® Austin, N.A., Austin, Texas, which is the "Paying Agent/Registrar" for this Bond. Payment of all principal of and interest on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof on each principal and/or interest payment date by check or draft, dated as of such date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the ordinance authorizing the issuance of this Bond (the "Bond Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first- class postage prepaid, on each such principal and/or interest payment date, to the registered owner hereof, at the address of the registered owner, as it appeared on the 15th day of the month next preceding each such date (the "Record Bate") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described, or by such other method acceptable to the Paying Agent/Registrar requested by, and at the risk and expense of, the registered owner. The Issuer covenants with the registered owner of this Bond that on or before each principal and/or interest payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Bond Ordinance, the 9 amounts required to provide for the payment, in immediately available funds, of all principal of and interest on this Bond, when due. IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. THIS BOND has been • . in accordanceo • • laws of the State of Texas in the principal amount of $1,665,000 for the purpose of providing funds to refund a portion of the City of Georgetown, Texas General Obligation Bonds, Series 1984, maturing August 1, 1995 through August 1, 20010 THIS BOND, to the extent of the unpaid principal balance hereof, or any unpaid and unredeemed portion hereof in any integral multiple of $5,040, may be assigned by the initial registered owner hereof and shall be transferred only in the Registration Books of the Issuer kept by the Paying Agent/Registrar acting in the capacity of registrar for the Bonds, upon the terms and conditions set forth in the Bond Ordinance. Among other requirements for such transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar for cancellation, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment by the initial registered owner of this Bond, or any portion or portions hereof in any integral multiple of $5,000, to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be transferred and registered. Any instrument or instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any such portion or portions hereof by the initial registered owner hereof. A new bond or bonds payable to such assignee or assignees (which then will be the new registered owner or owners of such new Bond or Bonds) or to the initial registered owner as to any portion of this Bond which is not being assigned and transferred by the initial registered owner, shall be delivered by the Paying Agent/Registrar in conversion of and exchange for this Bond or any portion or portions hereof, but solely in the form and manner as provided in the next paragraph hereof for the conversion and exchange of this Bond or any portion hereof. The registered owner of this Bond shall be deemed and treated by the Issuer and the Paying Agent/Registrar as the absolute owner hereof for all purposes, including payment and discharge of liability upon this Bond to the extent of such payment, and the Issuer and the Paying Agent/Registrar shall not be affected by any notice to the contrary. AS PROVIDED above and in the Bond Ordinance, this Bond, to the extent of the unpaid principal balance hereof, may be converted into and exchanged for a like aggregate principal amount of fully registered bonds, without interest coupons, payable to the assignee M or assignees duly designated in writing by the initial registered owner hereof, or to the initial registered owner as to any portion of this Bond which is not being assigned and transferred by the initial registered owner, in any denomination or denominations in any integral multiple of $5,000 (subject to the requirement hereinafter stated that each substitute bond issued in exchange for any portion of this Bond shall have a single stated principal maturity date), upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance. If this Bond or any portion hereof is assigned and transferred or converted each bond issued in exchange for any portion hereof shall have a single stated principal maturity date corresponding to the due date of the installment of principal of this Bond or portion hereof for which the substitute bond is being exchanged, and shall bear interest at the rate applicable to and borne by such installment of principal or portion thereof. No such bond shall be payable in installments, but shall have only one stated principal maturity date. AS PROVIDED IN THE BOND ORDINANCE, THIS BOND IN ITS PRESENT FORM MAY BE ASSIGNED AND TRANSFERRED OR CONVERTED ONCE ONLY, and to one or more assignees, but the bonds issued and delivered in exchange for this Bond or any portion hereof may be assigned and transferred, and converted, subsequently, as provided in the Bond Ordinance. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for transferring, converting, and exchanging this Bond or any portion thereof, but the one requesting such transfer, conversion, and exchange shall pay any taxes or governmental charges required to be paid with respect thereto. The Paying Agent/Registrar shall not be required to make any such assignment, conversion, or exchange 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. IN THE EVENT any Paying Agent/Registrar for this Bond is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and promptly will cause written notice thereof to be mailed to the registered owner of this Bond. IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly authorized, issued, and delivered pursuant to the laws of the State of Texas; that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this Bond and the Series of which it is a part have been performed, existed, and been done in accordance with law; that this Bond is a general obligation of the Issuer, issued on the full faith and credit thereof; and that ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such interest and principal come due, have been levied and ordered to be levied against all taxable property in the Issuer, and have been pledged for such payment, within the limit prescribed by law. 0 available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and the Bond Ordinance constitute a contract between the registered owner hereof and the Issuer. IN WITNESS WHEREOF, r this Bond to be t with the imanual signature of the Mayor of the Issuer and countersigned with the manual signature of the City Secretary of the Issuer, has caused the official seal of the Issuer to be duly �mpressed on this Bond, and has caused this Bond to be dated October 1, 1991, City Secretary i. i • i • i •i i . i I hereby certify that this Bond has been examined, certified as to validity, and approved by the Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas. Section b. ADDITIONAL. CHARACTERISTICS OF THE BONDS. (a) Registration and Transfer. The Issuer shall keep or cause to be kept at the principal corporate trust office of First City, Texas - Austin, N.A., Austin, Texas, (the "Paying Agent/Registrar") books or records of the registration and transfer of the Bonds (the "Registration Books"), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such transfers and registrations under such reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such transfers and registrations as herein provided. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the registered owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each registered owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The Issuer 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. Registration of each Bond may be transferred in the Registration Books only upon presentation and surrender of such Bond to the Paying Agent/Registrar for transfer of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, (i) evidencing the assignment of the Bond, or any portion thereof in any integral multiple of $5,000, to the assignee or assignees thereof, and (ii) the right of such assignee or assignees to have the Bond or any such portion thereof registered in the name of such assignee or assignees. Upon the assignment and transfer of any Bond or any portion thereof, a new substitute Bond or Bonds shall be issued in conversion and exchange therefor in the manner herein provided. The Initial Bond, to the extent of the unpaid principal balance thereof, may be assigned and transferred by the initial registered owner thereof once only, and to one or more assignees designated in writing by the initial registered owner thereof. All Bonds issued and delivered in conversion of and exchange for the Initial Bond shall be in any denomination or denominations of any integral multiple of $5,000 (subject to the requirement hereinafter stated that each substitute Bond shall have a single stated principal maturity date), shall be in the form prescribed in the FORM OF SUBSTITUTE BOND set forth in this Ordinance, and shall have the characteristics, and may be assigned, transferred, and converted as hereinafter provided. If the Initial Bond or any portion thereof is assigned and transferred or converted the Initial Bond must be surrendered to the Paying Agent/Registrar for cancellation, and each Bond issued in exchange for any portion of the Initial Bond shall have a single stated principal maturity date, and shall not be payable in installments; and each such Bond shall have a principal maturity date corresponding to the due date of the installment of principal or portion thereof for which the substitute Bond is being exchanged; and each such Bond shall bear interest at the single rate applicable to and borne by such installment of principal or portion thereof for which it is being exchanged. If only a portion of the Initial Bond is assigned and transferred, there shall be delivered to and registered in the name of the initial registered owner substitute Bonds in exchange for the unassigned balance of the Initial Bond in the VA same manner as if the initial registered owner were the assignee thereof. If any Bond or portion thereof other than the Initial Bond is assigned and transferred or converted each Bond issued in exchange shall have the same principal maturity date and bear interest at the same rate as the Bond for which it is exchanged. A form of assignment shall be printed or endorsed on each Bond, excepting the Initial Bond, which shall be executed by the registered owner or its duly authorized attorney or representative to evidence an assignment thereof. Upon surrender of any Bonds or any portion or portions thereof for transfer of registration, an authorized representative of the Paying Agent/Registrar shall make such transfer in the Registration Books, and shall deliver a new fully registered substitute Bond or Bonds, having the characteristics herein described, payable to such assignee or assignees (which then will be the registered owner or owners of such new Bond or Bonds), or to the previous registered owner in case only a portion of a Bond is being assigned and transferred, all in conversion of and exchange for said assigned Bond or Bonds or any portion or portions thereof, in the same form and manner, and with the same effect, as provided in Section 6(d), below, for the conversion and exchange of Bonds by any registered owner of a Bond. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such transfer and delivery of a substitute Bond or Bonds, but the one requesting such transfer shall pay any taxes or other governmental charges required to be paid with respect thereto. The Paying Agent/Registrar shall not be required to make transfers of registration of any Bond or any portion thereof 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. (b) Ownership of Bonds. The entity in whose name any Bond shall be registered in the Registration Books at any time shall be deemed and treated as the absolute owner thereof for all purposes of this Ordinance, whether or not such Bond shall be overdue, and the Issuer and the Paying Agent/Registrar shall not be affected by any notice to the contrary; and payment of, or on account of, the principal of, premium, if any, and interest on any such Bond shall be made only to such registered owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. (c) Payment of Bonds and Interest. The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, and to act as its agent to convert and exchange or replace Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the Paying Agent/Registrar with respect to the Bonds, and of all conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 -days after the Special Record Date) shall be sent at least five (5) business days prior to E1 the Special Record Date by United States mail, first class postage prepaid, to the address of each Bondholder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. (d) Conversion and Exchange or Replacement; Authentication. Each Bond issued and delivered pursuant to this Ordinance, to the extent of the unpaid principal balance or principal amount thereof, may, upon surrender of such Bond at the principal corporate trust office of the Paying Agent/Registrar, together with a written request therefor duly executed by the registered owner or the assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantee of signatures satisfactory to the Paying Agent/Registrar, may, at the option of the registered owner or such assignee or assignees, as appropriate, be converted into and exchanged for fully registered bonds, without interest coupons, in the form prescribed in the FORM OF SUBSTITUTE BOND set forth in this Ordinance, in the denomination of $5,000, or any integral multiple of $5,000 (subject to the requirement hereinafter stated that each substitute Bond shall have a single stated maturity date), as requested in writing by such registered owner or such assignee or assignees, in an aggregate principal amount equal to the unpaid or unredeemed principal balance or principal amount of any Bond or Bonds so surrendered, and payable to the appropriate registered owner, assignee, or assignees, as the case may be. If the Initial Bond is assigned and transferred or converted each substitute Bond issued in exchange for any portion of the Initial Bond shall have a single stated principal maturity date, and shall not be payable in installments; and each such Bond shall have a principal maturity date corresponding to the due date of the installment of principal or portion thereof for which the substitute Bond is being exchanged; and each such Bond shall bear interest at the single rate applicable to and borne by such installment of principal or portion thereof for which it is being exchanged. If any Bond or portion thereof (other than the Initial Bond) is assigned and transferred or converted, each Bond issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the Bond for which it is being exchanged. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. The Paying Agent/Registrar shall convert and exchange or replace Bonds as provided herein, and each fully registered bond delivered in conversion of and exchange for or replacement of any Bond or portion thereof as permitted or required by any provision of this Ordinance shall constitute one of the Bonds for all purposes of this Ordinance, and may again be converted and exchanged or replaced. It is specifically provided that any Bond authenticated in conversion of and exchange for or replacement of another Bond on or prior to the first scheduled Record Date for the Initial Bond shall bear interest from the date of the Initial Bond, but each substitute Bond so authenticated after such first scheduled Record Date shall bear interest from the interest payment date next preceding the date on which such substi- tute Bond was so authenticated, unless such Bond is authenticated after any Record Date but on or before the next following interest payment date, in which case it shall bear interest from such next following interest payment date; provided, however, that if at the time of delivery of any substitute Bond the interest on the Bond for which it is being exchanged is due but has not been paid, then such Bond shall bear interest from the date to which such interest has been paid in full. THE INITIAL BOND issued and delivered pursuant to this 0 Ordinance is not required to be, and shall not be, authenticated by the Paying Agent/ Regis- trar, but on each substitute Bond issued in conversion of and exchange for or replacement of any Bond or Bonds issued under this Ordinance there shall be printed a certificate, in the form substantially as follows. It is hereby certified that this Bond has been issued under the provisions of the Bo?41 Ordinance described on the face of this Bond; and that this Bond has been issued in conver- sion of and exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an issue which originally was approved by the Attorney General of the State of Texas anii registered by the Comptroller of Public Accounts of the State of Texas. 1N • • B An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the above Certificate, and no such Bond shall be deemed to be issued or outstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all Bonds surrendered for conversion and exchange or replacement. No additional ordinances, orders, or resolutions need be passed or adopted by the governing body of the Issuer or any other body or person so as to accomplish the foregoing conversion and exchange or replacement of any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in the manner prescribed herein, and said Bonds shall be of type composi- tion printed on paper with lithographed or steel engraved borders of customary weight and strength. Pursuant to Vernon's Ann. Tex. Civ. St. Art. 717k-6, and particularly Section 6 thereof, the duty of conversion and exchange or replacement of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the above Paying Agent/Registrar's Authentication Certificate, the converted and exchanged or replaced Bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Initial Bond which originally was issued pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for transferring, converting, and exchanging any Bond or any portion thereof, but the one requesting any such transfer, conversion, and exchange shall pay any taxes or governmental charges required to be paid with respect thereto as a condition precedent to the exercise of such privilege of conversion and exchange. The Paying Agent/Registrar shall not be required to make any such conversion and exchange or replacement of Bonds or any portion thereof 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. H 11 (e) In General. All Bonds issued in conversion and exchange or replacement of any other Bond or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Bonds to be payable only to the registered owners thereof, (ii) may be transferred and assigned, (iii) may be converted and exchanged for other Bonds, (iv) shall have the characteristics, (v) shall be signed and sealed, and (vi) the principal of and interest on the Bonds shall be payable, all as provided, and in the manner required or indicated, in the FORM OF SUBSTITUTE BOND set forth in this Ordinance. (f) Payment of Fees and Charges. The Issuer hereby covenants with the registered owners of the Bonds that it will (i) pay the standard or customary fees and charges of the Paying Agent/Registrar for its services with respect to the payment of the principal of and interest on the Bonds, when due, and (ii) pay the fees and charges of the Paying Agent/Registrar for services with respect to the transfer of registration of Bonds, and with respect to the conversion and exchange of Bonds solely to the extent above provided in this Ordinance. (g) Substitute PayingAgent/Registrar. The Issuer covenants with the registered owners of the Bonds that at all times while the Bonds are outstanding the Issuer will provide a competent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying Agent/Registrar will be one entity. The Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 120 days written notice to the Paying Agent/ Registrar, to be effective not later than 60 days prior to 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 Issuer covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Bonds, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. Section 7. FORM OF SUBSTITUTE BONDS. The form of all Bonds issued in conversion and exchange or replacement of any other Bond or portion thereof, including the form of Paying Agent/Registrar's Certificate to be printed on each of such Bonds, and the Form of Assignment to be printed on each of the Bonds, shall be, respectively, substantially M as follows, with such appropriate variations, required by this Ordinance. m omissions, or insertions as are permitted or IN • ...NUNN f MIW!01I FUNT50611 Texas,ON THE MATURITY DATE specified above THE CITY OF GEORGETOWN, in Williamson County, Texas (the "Issuer"), being a political subdivision of the State of -• promises to pay to or to the registered assignee hereof (either being hereinafter called the "registered owner") the principal amount of and to pay interest thereon from October 1, 1991 to the maturity date specified above, at the interest rate per annum specified above; with interest being payable on February 1, 1992 and semiannually thereafter on each August 1 and February 1, except that if the date of authentication of this Bond is later than January 15, 1992, 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 (hereinafter defined) 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. THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Bond shall be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity at the principal corporate trust office of First City, Texas - Austin, N.A., Austin, Texas, which is the "Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof on each interest payment date by check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the ordinance authorizing the issuance of the Bonds (the "Bond Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States Mail, first- class postage prepaid, on each such interest payment date, to the registered owner hereof, at the address of the registered owner, as it appeared on the 15th day of the month next preceding each such date (the "Record Bate") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described, or by such other method acceptable to the Paying Agent/Registrar requested by, and the risk and expense of, the registered owner. The Issuer covenants with the registered owner of this Bond that on or before each principal payment date and interest payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Bond Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. THIS BOND is one of an issue of Bonds initially dated October 1, 1991, authorized in accordance • • d laws of ., of - principal amount of •• !i/ for the purpose of a •ing funds to refund a portion of of throughGeorgetown, Texas General Obligation Bonds, Series 1984, maturing August 1, 1995 August 1, 2001, THIS BOND OR ANY PORTION OR PORTIONS HEREOF IN ANY INTEGRAL MULTIPLE OF $5,000 may be assigned and shall be transferred only in the Registration Books of the Issuer kept by the Paying Agent/Registrar acting in the capacity of registrar for the Bonds, upon the terms and conditions set forth in the Bond Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be transferred and registered. The form of Assignment printed or endorsed on this Bond shall be executed by the registered owner or its duly authorized attorney or representative,to evidence the assignment hereof. A new Bond or Bonds payable to such assignee or assignees (which then will be the new registered owner or owners of such new Bond or Bonds), or to the previous registered owner in the case of the assignment and transfer of only a portion of this Bond, may be delivered by the Paying Agent/Registrar in conversion of and exchange for this Bond, all in the form and manner as provided in the next paragraph hereof for the conversion and exchange of other IN Bonds. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such transfer, but the one requesting such transfer shall pay any taxes or other governmental charges required to be paid with respect thereto. The Paying Agent/Registrar shall not be required to make transfers of registration of this Bond or any portion hereof 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. The registered owner of this Bond shall be deemed and treated by the Issuer and the Paying Agent/Registrar as the absolute owner hereof for all purposes, including payment and discharge of liability upon this Bond to the extent of such payment, and the Issuer and the Paying Agent/Registrar shall not be affected by any notice to the contrary. ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Bond Ordinance, this Bond, or any unredeemed portion hereof, may, at the request of the registered owner or the assignee or assignees hereof, be converted into and exchanged for a like aggregate principal amount of fully registered bonds, without interest coupons, payable to the appropriate registered owner, assignee, or assignees, as the case may be, having the same maturity date, and bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate registered owner, assignee, or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for transferring, converting, and exchanging any Bond or any portion thereof, but the one requesting such transfer, conver- sion, and exchange shall pay any taxes or governmental charges required to be paid with respect thereto as a condition precedent to the exercise of such privilege of conversion and exchange. The Paying Agent/Registrar shall not be required to make any such conversion and exchange 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. IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly will appoint r. competent and legally qualified substitute therefor,• f promptly will cause written notice thereof to be mailed to the registered owners of the Bonds. IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly authorized, issued, and delivered pursuant to the laws of the State of Texas; that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this Bond and the Series of which it is a part have been performed, existed, and been done in accordance with law; that this Bond is a general obligation of the Issuer, issued on the full faith and credit thereof; and that ad valorem taxes sufficient to provide for the payment of the interest on and principal W of this Bond, as such interest and principal come due, have been levied and ordered to be levied against all taxable property in the Issuer, and have been pledged for such payment, within the limit prescribed 'i registeredBY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each owner ! and the Issuer. IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the of the City Secretary of the Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed . on Bond. (facsimile signature) City Secretary (facsimile signature). Mayor 11 • , .li, boop• , ,lil III a. a ; (To be executed if this Bond is not accompanied by an executed Registration Certificate of the Comptroller of Public Accounts of the State of Texas) It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance described in the text of this Bond; and that this Bond has been issued in conver- sion or replacement of, or in exchange for, a bond, bonds, or a portion of a bond or bonds 1111111�111 Jill Dated FIRST CITY, TEXAS w AUSTIN, Authorized Representative ■■ ■ �'I In (Assignee's Social Security or Taxpayer Identification Number •" hereby irrevocably• • appoints (printo, typeAssignee's . • address, includingtcode) attorney to transfer the registration of this Bond on the Paying Agent/Registrar's Registration Books with full power of substitution in the premises. Dated NOTICE: • guaranteed by •- of - New YorkStock Rxchange or . commercial bank or • t. Registered Owner NOTICE: This signature must correspond with the name of the Registered Owner appearing on the face of this Bond in every particular without alteration or enlargement or any change whatsoever. Section S. TAX LEVY. A special Interest and Sinking Fund (the "Interest and Sinking Fund") is hereby created solely for the benefit of the Bonds, and the Interest and Sinking Fund shall be established and maintained by the Issuer at an official depository bank of the Issuer. The Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the Issuer, and shall be used only for paying the interest on and principal of the Bonds. All ad valorem taxes levied and collected for and on account of the Bonds shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year while any of the Bonds or interest thereon are outstanding and unpaid, the governing body of the Issuer shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the money required to pay the interest on the Bonds as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of its Bonds as such principal matures (but never less than 2% of the original principal amount of the Bonds as a sinking fund each year); and said tax shall be based on the latest approved tax rolls of the Issuer, with full allowance 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 the Issuer for each year while any of the Bonds or interest thereon are outstanding and unpaid; and said tax shall be assessed and collected each such year and deposited to the credit of the IV Section 9. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall be deemed to be paid, retired, and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section 9, when payment of the principal of such Bond, 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 and interest in such amounts and at such times as will insure the availability, without rein" vestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its services until a. Defeased Bonds shall have become due a • payable. At as a. Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied 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 Issuer 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 Bonds and interest thereon, with respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer. (c) The term "Government Obligations" as used in this Section shall mean direct obligations of the United States of Merica, 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 boob -entry form. (d) Until all Defeased Bonds shall have become due and payable, the Payinill Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this Ordinance. M rem -C ndemnity shall be subrogated to the rights of such registered owners. Section < . , MUTILATED, STOLEN,• BONDS. a Replacement .•a Bonds. event any outstanding ••:# # is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter provided. r Application a'',, 1' Replacement Bonds.Application ff •:. of damaged, mutilated, lost, stolen, or destroyed Bonds shall be made by the registered owner thereof to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the registered owner applying for a replacement bond shall furnish to the Issuer and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond, the registered owner shall furnish to the Issuer and to the • r • - •, ♦ +. ► .+ yaf _ a • Donu so •. of f or a Le 1 111111 1111 11,11111 in the event any such Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Bond, the Issuer may authorize the payment of the same (without surrender thereof except in the case of a damaged i' t f a { Bond) instead of issuing a replacement,f stolen,provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge the registered owner of such Bond with all legal, printing, and other expenses in connection therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the Issuer whether or not the lost, or destroyed Bond shall be found at any time, or it enforceable by #: and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under this Ordinance. (e) Authority for Issuing Replacement Bonds .. In accordance with Section 6 of Vernon's Ann. Tex. Civ. St. Art. 717k-6, this Section 10 of this Ordinance shall constitute authority for the issuance of any such replacement bond without necessity of further action by the governing body of the Issuer or any other body or person, and the duty of the replacement of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and provided • • r of this Ordinance for Bonds -• in conversionand exchanize for other Bonds. Section 11. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND t •' • AND CONTINGENT per- tainingPtROVISION, IF OBTAINED. The Mayor of the Issuer is hereby authorized to havr to the Initial Bond pending its delivery• its investigation,examination, zpproval by the Attorney General of the State of Texas, and its registration by the Comptroller of Public Accountsof - of Texas. Upon• of • •. mid Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the • ••ller's Registration Certificate on Initial - I:s a and the sealof said Comptroller shall be impressed, or placed on Initial Bond. The approving legal opinion of the Issuer's Bond Counsel and the assigned CUSIP numbers may, at the option of the Issuer, be printed on the Initial Bond or on any Mwonds issued and delivered in conversion of and exchange or replacement of any Bond, but neither shall - any legalbe solely for• - and information #f the registeredowners of - Bonds. In addition,bond insurance is obtained, the Bonds may bear an appropriate legend as provided • Section 12. COVENANT'S REGARDING TAX EXEMPTION. The Issuer covenants to refrain from taking any action which would adversely affect, and to take any required action to ensure, the treatment of the Bonds as obligations described in Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows. (a) to take any action to assure that no more than 10 percent of the proceeds of the Bonds (less amounts deposited to a reserve fund, if any) are used for any "private busi- ness use, as defined in Section 141(b)(6) of the Code or, if more than 10 percent of the proceeds are so used, that amounts, whether or not received by the Issuer, with respect to such private business use, do not, under the terms of this Ordinance, or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Bonds, in contravention of Section 141(b)(2) of the Code; (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 Bonds (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; W (c) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of Section 141(c) of the Code; (d) to refrain from taking any action which would otherwise result in the Bonds being treated as "private activity bonds" within the meaning of Section 141(b) of the Code; to refrain from taking any action• • result in the Bonds "federallyguaranteed"of • •' • of the Code; indirectly,(f) to refrain from using any portion of the proceeds of the Bonds, directly or o acquire or ! replace fundsused, directly or • to acquire investment • ta- defined in Section: • of •- produces materially higher yield over the term of the Bonds, other than investment property acquired (1) proceeds of the Bonds invested for a reasonable temporary period of 3 years or less or, in the case of a refunding bond, for a period of 30 days 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 *f 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 Bonds; (g) to otherwise restrict the use of the proceeds of the Bonds or amounts treatei] as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contra- vene 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 Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of Section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under Section 148(f) of the Code; and (i) to maintain such records as will enable the Issuer 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 Bonds. MI In order to facilitate compliance with the above covenants (g), (h), and (i), a "Rebate Fund" is hereby established by the Issuer 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 Debate Fund is established for the additional purpose of compliance with Section 148 of the Code. It is the understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify, or expand provisions of the Code, as applicable to the Bonds, the Issuer will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally -recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under Section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally -recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under Section 103 of the Code. Section 13. SALE OF INITIAL, BOND. The Initial Bond is hereby sold and shall be delivered to Southwest Securities Incorporated (the "Underwriters") at a price of $1,636,925.00, which represents the par amount of such Bonds, less an original issue discount of $8,095.00 and less an Underwriter's discount for such Bonds of $19,980.00 and accrued interest. It is hereby officially found, determined, and declared that the Initial Bond has been sold pursuant to the terms and provisions of a Purchase Contract in substantially the form attached hereto as Exhibit A, which the Mayor of the Issuer is hereby authorized and directed to execute and deliver and which the City Secretary of the Issuer is hereby authorized and directed to attest. It is hereby officially found, determined, and declared that the terms of this sale are the most advantageous reasonably obtainable. The Initial Bond shall be registered in the name of Southwest Securities Incorporated. Section 14. APPROVAL OF OFFICIAL STATEMENT. The Issuer hereby approves the form and content of the Official Statement relating to the Bonds and any addenda, supplement or amendment thereto, and approves the distribution of such Official Statement in the reoffering of the Bonds by the Underwriter 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. Section 15. APPROVAL OF ESCROW AGREEMENT AND TRANSFER OF FUNDS. The Mayor of the Issuer is hereby authorized and directed to execute and deliver and the City Secretary of the Issuer is hereby authorized and directed to attest an Escrow Agreement in substantially the form attached hereto as Exhibit B. In Addition, the Mayor is authorized to execute such subscription for the purchase of U. S. Treasury Securities, State W . r Local Government. to authorize the transferof • of may be necessary for• r Section 16. NOTICE OF REDEMPTION. That there is attached to this Ordinance, as Exhibit C, and made a part hereof for all purposes, a notice of prior redemption for the Refunded Bonds to be redeemed prior to stated maturity and such Refunded Bonds described in said noticeof •r redemption are hercalled for - • • redeemed prior to maturity on the date, place, and at the price as set forth therein. Section 17. NOTICE O PAYING AGENT AND PUBLICATION. The Refunded Bonds described in Exhibit C attached hereto are so called for redemption, and First City, Texas - Austin, N.A., is hereby directed to make appropriate arrangements so that such Refunded Bonds may be redeemed at said bank on the redemption date. A copy of such Notice of Redemption shall be delivered to the Paying Agent bank so mentioned. Section 18. REASONS FOR REFUNDING. The Issuer deems it advisable to issue the refunding bonds in order to achieve an interest costsavings and the interest savingsshall be approximately $103,909.066 Section 19. APPROPRIATION. There is hereby appropriated for transfer into the Interest and Sinking Fund, from available funds of the Issuer, moneys sufficient to pay the principal and interest coming due on the Bonds on February 1, 1992 and August 1, 19920 M The Purchase Contract-- omitted at this point as it appears in execut-s for transcript.elsewhere in this The Escrow - been omitted at this point as it appears in executed form elsewhere in this transcript. �jl 41• M? All dil OWWA 161 • lei. •. -11 *•# •may + , + ff 11 .. -_+. - • !. • • 111 •iMIXI140• • of the principal amount thereof and accrued interest to call date of the Bonds • -• for redemptionTexasTexas. Call •. •••' On August 1, 1994, interest on such Bonds shall cease to accrue and be payable. TRIS NOTICE is issued and given pursuant to the redemption provisions in the proceedings authorizing the issuance of the aforementioned Bonds and in accordance with the recitals and provisions of said Bonds. NOTICE IS GIVEN that due and proper arrangements have been made for providing the place of payment of said Bonds called for redemption with funds sufficient to pay the principal amount of said Bonds and the interest thereon to the redemption date. In the event said Bonds, or any of them are not presented for redemption by the date fixed for their redemption, they shall not thereafter bear interest. IN COMPLLkNCE with the Interest and DividendTax Compliance Actof 1983, taxpayers making payments of principal due on debt securities may be obligated to withh&t 20% tax from remittance to individuals who failed to provide such taxpayer with a vaW taxpayer identification number. To avoid the imposition of this withholding tax, such bonds for redemption. First City, Texas - Austin, N.A. 816 Congress Austin, Texas 78701 In Writing First City, Texas - Austin, N.A. P. 0. Box 2127 Austin, Texas 78768 M $196659000 CITY OF OO General .ii.big: an Refunding Bonds Sefies at The Honorable Mayor and Members of the City Council City of Georgetown F.O. Box 409 Georgetown, Texas 75627 Southwest Securities Incorporated (the Underwriters"), offer to enter into this Purchase Contract with the City of Georgetown, Texas (the "City"). This offer is made subject to the City's acceptance of this Purchase Contract on or before 10;00 p.m. Central Daylight Time on October S, 1991. 1. Purchase and Sale of the Bonds. Upon the terms and conditions and upon the basis of the renresentations set fors -• • • • i' shownagrees to sell and deliver to the Underwriters an aggregate of $1,665,000 principal amount of City of Georgetown, Texas General Obligation Refunding Bonds, Series 1991 (thC "Bonds"). The Bonds shall have the dated date, the maturities and bear or accrue izvwtwf�-T as on • page of defined), such interest being payable (representingshown on the cover page of the Official Statement. The purchase price for the Bonds shall be $1,636,925 principal • of Bonds of 6. ill less an Original Discount t $8,095.00 t t r, • • :• •19,980.00) plus accrued •interest on - Bonds from ,fate to the date of the payment for and delivery of the Bonds (the "Closing"), 2. Ordinance. The Bonds shall be as described in and shall be issued and secured under the provisions of the Bond Ordinance adopted by the City at last read on October 8, 1991 (the "Ordinance"). The Bonds be secured and payable provided 3. Public Offering and Security Deposit. It shall be a condition of the obligations of the City to sell and deliver the Bonds to the Underwriters, and of the obligations of the Underwriters to purchase and accept delivery of the Bonds, that the entire principal amount of the Bonds authorized by the Ordinance shall be sold and delivered by the City and accepted and paid for by the Underwriters at the Closing. The Underwriters agree to make a bona fide public offering of all of the Bonds, at not in excess of the initial public offering prices, as set forth on the cover page of the Official Statement, plus interest accrued on the Current Interest Bonds from the date of the Bonds. Delivered to the City herewith is a corporate check of Southwest Securities Incorporated payable to the order of the City in the amount of $16,650. The City agrees to hold such check uncashed until the Closing to ensure the performance by the Underwriters of their obligations to purchase, accept delivery of and pay for the Bonds at the Closing. Concurrently with the payment by the Underwriters of the purchase price of the Bonds, the City shall return such check to Southwest Securities Incorporated as provided in Paragraph 6 hereof. Should the City fail to deliver the Bonds at the Closing, or should the City be unable to satisfy the conditions of the obligations of the Underwriters to purchase, accept delivery of and pay for the Bonds, as set forth in this Purchase Contract (unless waived by the Underwriters), or should such obligations of the Underwriters be terminated for any reason permitted by this Purchase Contract, such check shall immediately be returned to Southwest Securities Incorporated. In the event the Underwriters fail (other than for a reason permitted hereunder) to purchase, accept delivery of and pay for the Bonds at the Closing as herein provided, such check shall be retained by the City as and for full liquidated damages for such failure of the Underwriters and for any defaults hereunder on the part of the Underwriters. The Underwriters hereby agree not to stop or cause payment on said check to be stopped unless the City has breached any of the terms of this Purchase Contract. 4. Oficial Statement and Escrow Agreement. Exhibit A hereto is the Official Statement, including the cover page and Appendices thereto, of the City, dated October 8, 1991, with respect to the Bonds. The Official Statement, including the cover page and Appendices thereto, as further amended only in the manner herein provided, is hereinafter called the "Official Statement." The City hereby authorizes the Escrow Agreement, hereinafter defined, the Ordinance and the Official Statement and the information therein contained to be used by the Underwriters in connection with the public offering and sale of the Bonds. A copy of the Official Statement is attached hereto. The City confirms its consent to the use by the Underwriters prior to the date hereof of the Preliminary Official Statement, relative to the Bonds, dated August 31, 1991 (the "Preliminary Official Statement"), in connection with the preliminary public offering and sale of the Bonds, and it is "deemed final" as of its date, within the meaning, and for the purposes, of Rule 15c2-12 promulgated under authority granted by the federal Securities and Exchange Act of 1934 (the "Rule"). The City agrees to cooperate with the Underwriters to provide a supply of final Official Statements within seven business days of the date hereof in sufficient quantities to comply with the Underwriters' obligations under the Rule and the applicable rules of the Municipal Securities Regulatory Board. The Underwriters will use their best efforts to assist the City in the preparation of the fin'll Official Statement in order to ensure compliance with the aforementioned rules. If at any time after the date of this Purchase Contract but before the first to occur of (i) the date upon which the Underwriters notify the City that the period of the initial public offering of the Bonds has expired or (ii) the date that is 180 days after the date hereof, any event shall occur which might or would cause the Oficial Statement to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City shall notify the Underwriters, and if, in the opinion of the Underwriters such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will at its expense supplement or amend the Official Statement in the form and in a manner approved by the Underwriters and furnish to the Underwriters a reasonable number of copies requested by the Underwriters in order to enable the Underwriters to comply with the Rule; provided, however, that the cost of any such supplement or amendment required after 90 days from the date hereof shall be borne by the Underwriters requiring an Official Statement for delivery. 5. Representations, Warranties and Agreements of the City. On the date hereof, the City represents, warrants a; agrees as follows: (a) The City is a municipal corporation, a political subdivision of the State of Texas and a body politic and corporate, and has full legal right, power and authority to enter into this Purchase Contract and the Escrow Agreement between the City and the Escrow Agent named in the Official Statement (the "Escrow Agreement"), to adopt the Ordinance, to sell the Bonds, and to issue and deliver the Bonds to the Underwriters as provided herein and to carry out and consummate all other transactions contemplated by the Ordinance, the Escrow Agreement and this Purchase Contract; N =Tfm sly -d -if MUM -Ur the performance by of obligations c• • in the Bonds, the Escrowand this Purchase Contractand has duly authorized andapproved performance by of its obligations contained in the Ordinance, the Escrow Agreement and in this Purchase Contract; (c) The City is not in breach of or default under any applicable law or administrative regulation of the State of Texas or the United States (including regulations of its agencies) or any applicable judgment or decree or any loan agreement, note, order, agreement or other instrument, except as may be disclosed in the Oficial Statement, to which the City is a party or is otherwise subject, which would have a material and adverse effect upon the business or financial condition of the City; and the execution and delivery of the Escrow Agreement and this Purchase Contract by the City and the execution and delivery of the Bonds and the adoption of the Ordinance by the City and compliance with the provisions of each thereof will not violate or constitute a breach of or default under any existing law, administrative regulation, judgment, decree or any agreement or other instrument to which the City is a party or, to the knowledge of the City, is otherwise subject; •approvals,•: and orders of governmental i or t jurisdiction of • i constitute a conditionprecedent t• the performance City of obligations • sell and deliver the Bonds hereunder will have been obtained prior to the Closing, (e) At the time of the City's acceptance hereof and at the time of the Closing, the Oficial Statement does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (f) Between the date of this Purchase Contract and the Closing, the City will not, without the prior written consent of the Underwriters, issue any additional bonds, notes or other obligations for borrowed money payable in whole or in part from ad valorem taxes, and the City will not incur any material liabilities, direct or contingent, nor will there be any adverse change of a material nature in the financial position of the City; (g) Except as described in the Official Statement, no litigation is pending or, to the knowledge of the City, threatened in any court affecting the corporate existence of the City, the title of its officers to their respective offices, or seeking to restrain or enjoin the issuance or delivery of the Bonds, the levy, collection or application of the ad valorem taxes pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contesting or affecting the issuance, execution, delivery, payment, security or validity of the Bonds, or in any way contesting or affecting the validity or enforceability of the Ordinance, the Escrow Agreement, or this Purchase Contract, or contesting the powers of the City, or any authority for the Bonds, the Ordinance, the Escrow Agreement, or this Purchase Contract or contesting in any way the completeness, accuracy or fairness of the Preliminary Official Statement or the Official Statement; (h) The City will cooperate with the Underwriters in arranging for the qualification of the Bonds for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Underwriters designate, and will use its best efforts to continue such qualifications in effect so long as required for distribution of the Bonds; provided, however, that the City will not be required to execute a general consent to service of process or to qualify to do business in connection with any such qualification in any jurisdiction; (i) The descriptions of the Bonds, the Escrow Agreement and the Ordinance contained in the Official Statement accurately summarize certain provisions of such instruments, and the Bonds, 9 when validly executed, authenticated and delivered in accordance with the Ordinance and sold to the Underwriters as provided herein, will be validly issued and outstanding obligations of the City entitled to the benefits of, and subject to the limitations contained in, the Ordinance; and 0) If prior to the Closing an event occurs affecting the City which is materially adverse for the purpose for which the Official Statement is to be used and is not disclosed in the Official Statement, the City shall notify the Underwriters, and if in the opinion of the City and the Underwriters such event requires a supplement or amendment to the Official Statement, the City will supplement or amend the Official Statement in a form and in a manner approved by the Underwriters. (k) The financial statements contained in the Official Statement present fairly the financial position of the City as of the date and for the period covered thereby and are stated on a basis substantially consistent with that of the prior year's audited financial statements. b. Closing. At 1.0:00 a.m., Central Standard Time, on November 5, 1991 or such other time and date as shall be mutually agreeable to the City and the Underwriters, the City will deliver the initial bond or bonds to the Underwriters and, provided the Underwriters shall have given written instructions to the Pay!ng Agent/Registrar (as defined in the Ordinance) for the Bonds as hereinafter provided, will have available for immediate exchange the Bonds in definitive form, duly executed and authenticated, together with the other documents hereinafter mentioned, and the Underwriters will accept such delivery and pay the purchase price of the Bonds as set forth in Paragraph 1 hereof in immediately available funds. The check referred to in Paragraph 3 hereof shall be returned at such time to Southwest Securities Incorporated. Delivery and payment as aforesaid shall be made at the offices of McCall, Parkhurst & Morton, 717 North Harwood, Ninth Floor, Dallas, Texas 75201, or such other place, as shall have been mutually agreed upon by the City and the Underwriters. The Bonds (except for the initial bonds which may be typed) shall be printed or lithographed; shall be prepared and delivered as fully registered bonds in the denominations or maturity amounts, as applicable, of $5,000 or any multiple thereof; shall be registered in the names as shall be requested by written instructions of the Underwriters to the Paying Agent/Registrar for the Bonds at least five business days prior to the Closing; and, if the Underwriters shall so request, shall be made available to the Underwriters at least one business day before the Closing for purpose of inspection in New York, New York or such other place as shall be mutually satisfactory to the City and the Underwriters. 7, Conditions. The Underwriters have entered into this Purchase Contract in reliance upon the representations and warranties of the City contained herein and to be contained in the documents and instruments to be delivered at the Closing, and upon the performance by the City of its obligations hereunder, both as of the date hereof and as of the date of Closing. Accordingly, the Underwriters' obligations under this Purchase Contract to purchase and pay for the Bonds shall be subject to the performance by the City of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following conditions: (a) The representations and warranties of the City contained herein shall be true, complete t • t • t, • t • • • t'•. • • on date of • force(b) At the time of the Closing, the Ordinance and the Escrow Agreement shall be in full t. effect, and the Ordinance and the EscrowAgreement shall• been c r modified or tt and the Official Statement shall not amended, modified or •• . t except as may have been agreed to r h.Underwriters; (c) At the time of the Closing, all official action of the City related to the Ordinance shall be in full force and effect and shall not have been amended, modified or supplemented; (d) The City shall not have failed to pay principal or interest when due on any of its L, (e) The City will purchase or cause to be purchased the Federal Securities (as defined in the Official Statement) as may be necessary to effect the refunding of the City's outstanding obligations as contemplated Y •:Agreement; documents:(f) At or prior to the Closing, the Underwriters shall have received each of the following (1) The Official Statement of the City executed on behalf of the City by the Mayor and City Secretary of the City; certified(2) The Ordinance by of the City under, been duly adopted by the City and as being in effect, with such changes or amendments as may have been agreed to by the Underwriters; (4) An opinion or certificate, dated on or prior to the date of lid Attorney General of Texas, approving the Bonds as required by law and the registration certificate of the Comptroller of Public Accounts of the State of Texas; (4) An opinion or certificate, dated on or prior to the date of Closing, of the Attorney General of Texas, approving the Bonds as required by law and the registration certificate of the Comptroller of Public Accounts of the State of Texas; (5) An opinion or opinions of McCall, Parkhurst & Horton, addressed to the City and the Underwriters, and dated the date of Closing to the effect that: (i) the Bonds are exempt securities within the meaning of Section 3(a)(2) of the Securities Act of 1933, as amended, and it is not necessary in connection with the sale of the Bonds to the public to register the Bonds under the Securities Act of 1933, as amended, or to qualify the Ordinance under the Trust Indenture Act of 1939, as amended; and (ii) except to the extent noted therein, said firm has not verified and is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Official Statement but that said firm has reviewed the information contained under the captions or subcaptions "Introduction," "Refunding Plan of Financing," "Bond Information," other than the subcaption "Bond Insurance" and the following subcaptions under the heading "Other Relevant Information" "Tax Exemption," "Tax Accounting Treatment of Original Issue Discount Bonds," and "Legal Investments and Eligibility to Secure Public Funds in Texas" in the Official Statement and said firm is of the opinion that the information relating to the Bonds and the Ordinance contained under such captions is a fair and accurate summary of the information purported to be shown; and (iii) in their participation in the preparation of the Official Statement, nothing has come to the attention of said firm which would lead them to believe that the Official Statement (excluding the financial and statistical data and forecasts included therein, all as to which no view need be expressed) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (6) A certificate, dated the date of Closing, signed by the Mayor and the City Manager, to the effect that (i) the representations and warranties of the City contained herein are true and correct in all material respects on and as of the date of Closing as if made on the date of Closing; (ii) except to the extent disclosed in the Official Statement, no litigation is pending or, to the knowledge of such persons, threatened in any court to restrain or enjoin the issuance or delivery of the Bonds, or the levy, collection or application of the ad valorem taxes pledged or to be pledged to pay the principal of and interest on the Bonds, or the pledge thereof, or in any way contesting or affecting the validity of the Bonds, the Ordinance, E the Escrow Agreement, or this Purchase Contract, or contesting the powers of the City or the authorization of the Bonds or the Ordinance, or contesting in any way the accuracy, completeness or fairness of the Official Statement (but in lieu of or in conjunction with such certificate, the Underwriters may, in their sole discretion, accept certificates or opinions of the General Counsel of the City that, in the opinion thereof, the issues raised in any such pending or threatened litigation are without substance or that the contentions of all plaintiffs therein are without merit); (iii) to the best of their knowledge, no event affecting the City has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purpose for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein not misleading in any respect; and (iv) that there has not been any material and adverse change in the affairs or financial condition of the City since August 31, 1990, the latest date as to which audited financial information is available; certificate, d:: • the date of • of i appropriate official to the effect that, on the basis of d circumstances in effect on date of delivery of the Bonds, it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended; (8) A copy of a special report prepared by the independent Certified Public Accountants named in the Official Statement, addressed to the City, Bond Counsel, and the Underwriters verifying the arithmetical computations of the adequacy of the maturing principal and interest on the escrowed securities and uninvested cash on hand under the Escrow Agreement to pay, when due, the principal of and interest on the bonds being refunded and the computation of the yield with respect to such securities and the Bonds; (10) Evidence of the ratings on the Bonds, which shall be the highest municipal bond ratings by Moody's Investors Service, Inc. and Standard & Poor's Corporation, shall be delivered in a form acceptable to the Underwriters; and (11) Such additional legal opinions, certificates, instruments and other documents as Bond Counsel or the Underwriters may reasonably request to evidence the truth, accuracy and completeness, as of the date hereof and as of the date of Closing, of the City's representations and warranties contained herein and of the statements and information contained in the Official Statement and the due performance and satisfaction by the City at or prior to the date of Closing of all agreements then to be performed and all conditions then to be satisfied by the City. All of the opinions, letters, certificates, instruments and other documents mention above elsewhere in this Purchase Contract shall be deemed to be in compliance with the provisions h reof if, b only s to the Underwriters. I If the City shall be unable to satisfy the conditions to the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Bonds as set forth in this Purchase Contract, or if the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriters nor the City shall be under further obligation hereunder, except that: (i) the check referred to in Paragraph 3 hereof shall be immediately returned to Southwest Securities Incorporated by the City, and (ii) the respective obligations of the City and the Underwriters set forth in Paragraphs 9 and 11 hereof shall continue in full force and effect. 101 8. Termination. The Underwriters may terminate their obligation to purchase at any time before t Closing of • • • occur: (a) (i) Legislation shall have been enacted by the Congress of the United States, or recommended to the Congress for passage by the President of the United States or favorably reported for passage to either House of the Congress by any Committee of such House, or (ii) a decision shall have been rendered by a court established under Article III of the Constitution of the United States or by the United States Tax Court, or (iii) an order, ruling or regulation shall have been issued or proposed by or on behalf of the Treasury Department of the United States or the Internal Revenue Service or any other agency of the United States, or (iv) a release or official statement shall have been issued by the President of the United States or by the Treasury Department of the United States or by the Internal Revenue Service, the effect of which, in any such case described in clause (i), (ii), (iii), or (iv), would be to impose, directly or indirectly, federal income taxation upon interest received on obligations of the general character of the Bonds or upon income of the general character to be derived by the City, other than any imposition of federal income taxes upon interest received on obligations of the general character as the Bonds on the date hereof and other than as disclosed in the Official Statement, in such a manner as in the judgment of the Underwriters would materially impair the marketability or materially reduce the market price of obligations of the general character of the Bonds. (b) Any action shall have been taken by the Securities and Exchange Commission or by a court which would require registration of any security under the Securities Act of 1933, as amended, or qualification of any indenture under the Trust Indenture Act of 1939, as amended, in connection with the public offering of the Bonds, or any action shall have been taken by any court or by any governmental authority suspending the use of the Preliminary Official Statement or the Official Statement or any amendment or supplement thc-reto, or any proceeding for that purpose shall have been initiated or threatened in any such court or by any such authority. (c) (i) The Constitution of the State of Texas shall be amended or an amendment shall be proposed, or (ii) legislation shall be enacted, or (iii) a decision shall have been rendered as to matters of Texas law, or (iv) any order, ruling or regulation shall have been issued or proposed by or on behalf of the State of Texas by an official, agency or department thereof, affecting the tax status of the City, its property or income, its bonds (including the Bonds) or the interest thereon, which in the judgment of the Underwriters would materially affect the market price of the Bonds (including, without limitation, legislation subjecting the City to a limited ad valorem tax to pay debt service on the Bonds). (d) (i) A general suspension of trading in securities shall have occurred on the New York Stock Exchange, or (ii) the United States shall have become engaged in hostilities (including the escalation of any hostilities existing on the date hereof, whether or not foreseeable), the effect of which, in either case described in clause (i) and (ii), is, in the judgment of the Underwriters, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Bonds on the terms and in the manner contemplated in this Purchase Contract and the Official Statement, (e) An event described Paragraph • occurs which, in the opinion of Underwritw1 . er • • • in their discretion,to adversely affect the market forBonds. States,(f) A general banking moratorium shall have been declared by authorities of the United the State of New York or of • t + t + •1 4 8 + a -A • • ` ••r: 6 9. Fxpenses. (a) The City shall pay out of the bond proceeds all expenses incident to the issuance of the Bonds, including but not limited to: (i) the cost of the preparation, printing and distribution of the Preliminary Official Statement and the Official Statement; (ii) the cost of the preparation and printing of the Bonds; (iii) the fees and expenses of Bond Counsel to the City, (iv) the fees and disbursements of the City's accountants, advisors, and of any other experts or consultants retained by the City including the fee of the independent Certified Public accountant for the preparation of the verification report relating to the refunding; and (v) the fees for the bond rating, bond insurance and any travel or other expenses incurred incident thereto; (b) The Underwriters shall pay (i) all advertising expenses in connection with the offering of the Bonds; (ii) the cost of the preparation and printing of all the underwriting documents; and (iii) the fee of McCall, Parkhurst & Morton for such firm's opinion relating to their participation in the preparation of the Official Statement. 10. Notices. any notice or other communication to be given to the City under this Purchase Contract may be given by delivering the same in writing at the address for the City set forth above, and any notice or other communication to be given to the Underwriters under this Purchase Contract may be given by delivering the same in writing to Southwest Securities Incorporated, 1201 Elm Street, Suite 4300 Dallas, Texas 75270, Attention: Mike Wadsworth, 11. Parties in Interest. This Purchase Contract is made solely for the benefit of the City and the Underwriters (including the successors or assigns of the Underwriters) and no other person shall acquire or have any right hereunder or by virtue hereof. The City's representations, warranties and agreements contained in this Purchase Contract shall remain operative and in full force and effect, regardless of (i) any investigations made by or on behalf of the Underwriters, and (ii) delivery of any payment for the Bonds hereunder; and the City's representations and warranties contained in Paragraph 5 of this Purchase Contract shall remain operative and in full force and effect, regardless of any termination of this Purchase Contract. 0 12. Effective .r.. Date. This Purchase Contract shall become effective upon the execution of t the Mayor of t shall be t and enforceable of of Very truly yours, (m s t.. '. i #`.fit•'. ♦Vx"JWa, City of Georgetown, 'Texas City Secretary, City of Georgetown, Texas W F._ a m - i (CITY S P L) I arcill ` City of Georgetown General Obligation Bonds, Series 1984 maturities August 1, 1995 through August 1, 2041 THIS ESCROW AGREEMENT, dated as of October 1, 1991 (herein, together with any amendments or supplements hereto, called the "Agreement") is entered into by and between the City of Georgetown (herein called the "Issuer") and First City, Texas - Austin N.A., Austin, Texas, as escrow agent (herein, together with any successor in such capacity, called the "Escrow Agent"). The addresses of the Issuer and the Escrow Agent are shown on Exhibit "A° attached hereto and made a part hereof. WITNESSETH: WHEREAS, the Issuer heretofore has issued and there presently remain outstanding the obligations described in Exhibit "B" attached hereto (the "Refunded Obligations"); and WHEREAS, the Refunded Obligations are scheduled to come due in such years, bear interest at such rates, i be payable amounts as are setforth attached hereto and made a part hereof, and WHEREAS, when firm banking arrangements have been made for the payment of all principal and interest of the Refunded Obligations when due, then the Refunded Obligations shall no longer be regarded as outstanding except for the purpose of receiving payment from the funds provided for such purpose; and WHEREAS, Article 717k, V.A.T.C.S. ("Article 717k") authorizes the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof, and any other available funds or resources, directly with any place of payment (paying agent) for any of the Refunded Obligations, and such deposit, if made before such payment dates and in sufficient amounts, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, Article 717k further authorizes the Issuer to enter into an escrow agreement with any such paying agent for any of the Refunded Obligations with respect to the safekeeping, investment, administration and disposition of any such deposit, upon such terms and conditions as the Issuer and such paying agent may agree, provided that such deposits may be invested only in 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, and which may be in book entry form, and which shall mature and/or bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment of principal and interest on the Refunded Obligations when due; and WHEREAS, First City, Texas - Austin N.A., Austin, Texas, is the paying agent for the Series 1984 Bonds, and this Escrow Agreement constitutes an escrow agreement of the kind authorized and permitted by said Article 717k and such Bank has signed this agreement acknowledging same; and WHEREAS, Article 717k makes it the duty of the Escrow Agent to comply with the terms of this Agreement and timely make available to the place of payment (paying agent) for the Refunded Obligations the amounts required to provide for the payment of the principal of and interest on such obligations when due, and in accordance with their terms, but solely from the funds, in the manner, and to the extent provided in this Agreement; and WHEREAS, the issuance, sale, and delivery of City of Georgetown General Obligation Refunding Bonds, Series 1991 (the "Refunding Obligations"), have been duly authorized to be issued, sold, and delivered for the purpose of obtaining funds required to provide for the payment of the principal of and interest on the Refunded Obligations when due; and WHEREAS, the Issuer desires that, concurrently with the delivery of the Refunding Obligations to the purchasers thereof, certain proceeds of the Refunding Obligations, together with certain other available funds of the Issuer, shall be applied to purchase certain direct obligations of the United States of America hereinafter defined as the "Escrowed Securities" for deposit to the credit of the Escrow Fund created pursuant to the terms of this Agreement and to establish a beginning cash balance (if needed) in such Escrow Fund; and WHEREAS, the Escrowed Securities shall mature and the interest thereon shall be payable at such times and in such amounts so as to provide moneys which, together with cash balances from time to time on deposit in the Escrow Fund, will be sufficient to pay interest on the Refunded Obligations as it accrues and becomes payable and the principal of the Refunded Obligations as it becomes due and payable; and WHEREAS, to facilitate the receipt and transfer of proceeds of the Escrowed Securities, particularly those in book entry form, the Issuer desires to establish the Escrow Fund at the principal corporate trust office of the Escrow Agent; and WHEREAS, the Escrow Agent is a party to this Agreement to acknowledge its acceptance of the terms and provisions hereof; NOW, THEREFORE, in consideration of the mutual undertakings, promises and agreements herein contained, the sufficiency of which hereby are acknowledged, and to secure the full and timely payment of principal of and the interest on the Refunded Obligations, the Issuer and the Escrow Agent mutually undertake, promise, and agree for themselves and their respective representatives and successors, as follows: Section 1.01. Definitions. Fund" Unless the context clearly indicates otherwise, the following terms shall have the meanings assigned to them below when they are used in this Agreement: "Escrow Fund" means the fund created by this Agreement to be administered by the Escrow Agent pursuant to the provisions of this Agreement. N "Escrowed Securities" means the noncallable United States Treasury obligations described in Exhibit "D" attached to this Agreement, or cash or other direct obligations of the United States of America. Section 1.02. Other Definitions. The terms "Agreement", "Issuer", "Escrow Agent", "Refunded Obligations", "Refunding Obligations" and "Paying Agent", when they are used in this Agreement, shall have the meanings assigned to them in the preamble to this Agreement. Section 1.03. Interpretations. The titles and headings of the articles and sections of thiffil Agreement have been • for convenienceand reference only • are not to be • • a part hereofand shall not in any way modifyor - terms hereof.Agreement F alla and to achieve the intended purpose of providing for the refunding of the Refunded Obligations accordance with applicable law. .•IM M J Section 2.01. Deposits in the Escrow Fund. Concurrently with the sale and delivery of the Refunding Obligations, the Issuer shall deposit or cause to be deposited with the Escrow Agent, for deposit in the Escrow Fund, the funds and Escrowed Securities described herein, and the Escrow Agent shall, upon the receipt thereof, acknowledge such receipt to the Issuer in writing. Section 3.01. Escrow Fund. The Escrow Agent has created on its books a special trust fund and irrevocable escrow to be known as the City of Georgetown General Obligation Fonds, Series 1954 ("Escrow Fund"). The Escrow Agent hereby agrees that upon receipt thereof it will deposit to the credit of the Escrow Fund the funds and the Escrowed Securities described in Exhibit "D" attached hereto. Such deposit, all proceeds therefrom, and all cash balances from time to time on deposit therein (a) shall be the property of the Escrow Fund, (b) shall be applied only in strict con- formity with the terms and conditions of this Agreement, and (c) are hereby irrevocably pledged to the payment of the principal of and interest on the Refunded Obligations, which payment shall be made by timely transfers of such amounts at such times as are provided for in Section 3.02 hereof. When the final transfers have been made for the payment of such principal of and interest on the Refunded Obligations, any balance then remaining in the Escrow Fund shall be transferred to the Issuer, and the Escrow Agent shall thereupon be discharged from any further duties hereunder. Section 3.02. moment of Principal and Interest. The Escrow Agent is hereby irrevocably instructed to transfer from the cash balances from time to time on deposit in the Escrow Fund, the amounts required to pay the principal of the Refunded Obligations at their respective maturity dates and interest thereon to such maturity dates in the amounts and at the times shown in Exhibit "C" attached hereto. 3 Section 3.03. Sufficiency of Escrow Fund. The Issuer represents that the successive receipts of the principal of and interest on the Escrowed Securities will assure that the cash balance on deposit from time to time in the Escrow Fund will be at all times sufficient to provide moneys for transfer to the Paying Agent at the times and in the amounts required to pay the interest on the Refunded Obligations as such interest comes due and the principal of the Refunded Obligations as the Refunded Obligations mature, all as more fully set forth in Exhibit "E" attached hereto. If, for any reason, at any time, the cash balances on deposit or scheduled to be on deposit in the Escrow Fund shall be insufficient to transfer the amounts required by each place of payment (paying agent) for the Refunded Obligations to make the payments set forth in Section 3.02 hereof, the Issuer shall timely deposit in the Escrow Fund, from any funds that are lawfully available therefor, additional funds in the amounts required to make such payments. Notice of any such insufficiency shall be given promptly as hereinafter provided, but the Escrow Agent shall not in any manner be responsible for any insufficiency of funds in the Escrow Fund or the Issuer's failure to make additional deposits thereto. Section 3.04. Trust Fund. The Escrow Agent shall hold at all times the Escrow Fund, the Escrowed Securities and all other assets of the Escrow Fund, wholly segregated from all other funds and securities on deposit with the Escrow Agent; it shall never allow the Escrowed Securities or any other assets of the Escrow Fund to be commingled with any other funds or securities of the Escrow Agent; and it shall hold and dispose of the assets of the Escrow Fund only as set forth herein. The Escrowed Securities and other assets of the Escrow Fund shall always be maintained by the Escrow Agent as trust funds for the benefit of the owners of the Refunded Obligations; and a special account thereof shall at all times be maintained on the books of the Escrow Agent. The owners of the Refunded Obligations shall be entitled to the same preferred claim and first lien upon the Escrowed Securities, the proceeds thereof, and all other assets of the Escrow Fund to which they are entitled as owners of the Refunded Obligations. The amounts received by the Escrow Agent under this Agreement shall not be considered as a banking deposit by the Issuer, and the Escrow Agent shall have no right to title with respect thereto except as a constructive trustee and Escrow Agent under the terms of this Agreement. The amounts received by the Escrow Agent under this Agreement shall not be subject to warrants, drafts or checks drawn by the Issuer or, except to the extent expressly herein provided, by the Paying Agent, Section 3.05. Security for Cash Balances. Cash balances from time to time on deposit in the Escrow Fund shall, to the extent not insured by the Federal Deposit Insurance Corporation or its successor, be continuously secured by a pledge of direct obligations of, or obligations unconditionally guaranteed by, the United States of America, having a market value at least equal to such cash balances. Section 4.01. Investments. Except for the initial deposit in the Escrowed Securities, and except as provided in Sections 4.02 and Section 4.03 hereof, the Escrow Agent shall not have any power or duty to invest or reinvest any money held hereunder, or to make substitutions of the Escrowed Securities, or to sell, transfer, or otherwise dispose of the Escrowed Securities, Section 4.02. Substitution of Securities. At the written request of the Issuer, and upon compliance with the conditions hereinafter stated, the Escrow Agent shall utilize cash balances in the M Escrow Fund, or sell, transfer, otherwise dispose of or request the redemption of the Escrowed Securities and apply the proceeds therefrom to purchase Refunded Obligations or direct obligations of, or obligations the principal of and interest on which is unconditionally guaranteed by, the United States of America which do not permit the redemption thereof at the option of the obligor. Any such transaction may be effected by the Escrow Agent only if (a) the Escrow Agent shall have received a written opinion from a nationally recognized firm of certified public accountants that such transaction will not cause the amount of money and securities in the Escrow Fund to be reduced below an amount sufficient to provide for the full and timely payment of principal of, redemption premium on and interest on all of the remaining Refunded Obligations as they become due, taking into account any optional redemption thereof exercised by the Issuer in connection with such transaction; and (b) the Escrow agent shall have received the unqualified written legal opinion of nationally recognized bond counsel or tax counsel licensed in the State of Texas to the effect that such transaction will not cause any of the Refunded Obligations to be an "arbitrage bond" within the meaning of Section 103(c) of the Code. Section 4.03. Reinvestment of Certain Cash Balances in Escrow by Agent. In addition to the Escrowed Securities listed in Exhibit "D" hereto, the Escrow Agent shall reinvest cash balances shown in Exhibit "F" attached hereto in zero (o) interest rate United States Treasury Obligations - State and Local Government Series to the extent such Obligations are available from the Department of the Treasury. All such reinvestments shall be made only from the portion of cash balances derived from the maturing principal of and interest on Escrowed Securities that are United States Treasury Certificates of Indebtedness, litotes, or Bonds - State and Local Government Series. All such reinvestments shall be acquired on and shall mature on the dates shown on Exhibit '1~' attached hereto. Section 4.04. Arbitrage. The Issuer and the Escrow Agent hereby covenant and agree that they shall never request the Escrow Agent to exercise any power hereunder or permit any part of the money in the Escrow Fund or proceeds from the sale of Escrowed Securities to be used directly or indirectly to acquire any securities or obligations if the exercise of such power or the acquisition of such securities or obligations would cause any Refunding Obligations or Refunded Obligations to be an "arbitrage bond" within the meaning of the Internal Revenue Code of 1986 or, if applicable, the Internal Revenue Code of 1954, as amended. Section 5.01. In General. Except as provided in Section 3.02 and 4.02 hereof, no withdrawals, transfers, or reinvestment shall be made of cash balances in the Escrow Fund. Section 6.01. Records. The Escrow Agent will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocations and application of the money and Escrowed Securities deposited to the Escrow Fund and all proceeds thereof, and such books shall be available for inspection at reasonable hours and under reasonable conditions by the Issuer and the owners of the Refunded Obligations. 5 Section 6.02. Reports. While this Agreement remains in effect, the Escrow Agent annually shall prepare and send to the Issuer a written report summarizing all transactions relating to the Escrow Fund during the preceding year, including, without limitation, credits to the Escrow Fund as a result of interest payments on or maturities of the Escrowed Securities and transfers from the Escrow Fund for payments on the Refunded Obligations or otherwise, together with a detailed statement of all Escrowed Securities and the cash balance on deposit in the Escrow Fund as of the end of such period. Section 7.01. Representations. The Escrow Agent hereby represents that it has all necessary power and authority to enter into this Agreement and undertake the obligations and responsibilities imposed upon it herein, and that it will carry out all of its obligations hereunder. Section 7.02. Limitation on Liability. The liability of the Escrow Agent to transfer funds for the payment of the principal of and interest on the Refunded Obligations shall be limited to the proceeds of the Escrowed Securities and the cash balances from time to time on deposit in the Escrow Fund. Notwithstanding any provision contained herein to the contrary, neither the Escrow Agent nor the Paying Agent shall have any liability whatsoever for the insufficiency of funds from time to time in the Escrow Fund or any failure of the obligor of the Escrowed Securities to make timely payment thereon, except for the obligation to notify the Issuer promptly of any such occurrence, The recitals herein and in the proceedings authorizing the Refunding Obligations shall be taken as the statements of the Issuer and shall not be considered as made by, or imposing any obligation or liability upon, the Escrow Agent. The Escrow Agent is not a party to the proceedings authorizing the Refunding Obligations or the Refunded Obligations and is not responsible for nor bound by any of the provisions thereof (except as a place of payment and paying agent and/or a Paying Agent/Registrar therefor). In its capacity as Escrow Agent, it is agreed that the Escrow Agent need look only to the terms and provisions of this Agreement. The Escrow Agent makes no representations as to the value, conditions or sufficiency of the Escrow Fund, or any part thereof, or as to the title of the Issuer thereto, or as to the security afforded thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in respect to any of such matters. It is the intention of the parties hereto that the Escrow Agent shall never be required to use or advance its own funds or otherwise incur personal financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder. The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in good faith in any exercise of reasonable care and believed by it to be within the discretion or power conferred upon it by this Agreement, nor shall the Escrow Agent be responsible for the consequences of any error of judgment; and the Escrow Agent shall not be answerable except for its own action, neglect or default, nor for any loss unless the same shall have been through its negligence or want of good faith. Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the Issuer with respect to arrangements or contracts with others, with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund, to dispose of and deliver the same in accordance with this Agreement. If, however, the Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obligated, in making such determination, only to exercise reasonable care and diligence, and in event of error in making such determination the Escrow Agent shall be liable only for its own misconduct or its negligence. In determining the occurrence of any such event or contingency the Escrow Agent may request from the Issuer or any other person such reasonable additional evidence as the Escrow Agent in its discretion may deem necessary to determine any fact relating to the occurrence of such event or contingency, and in this connection may make inquiries of, and consult with, among others, the Issuer at any time. Section 7.03. Compensation. (a) Concurrently with the sale and delivery of the Refunding Obligations, the Issuer shall pay to the Escrow Agent, as a fee for performing the services hereunder and for all expenses incurred or to be incurred by the Escrow Agent in the administration of this Agreement, the sum of $3,000 the sufficiency of which is hereby acknowledged by the Escrow Agent. In the event that the Escrow Agent is requested to perform any extraordinary services hereunder, the Issuer hereby agrees to pay reasonable fees to the Escrow Agent for such extraordinary services and to reimburse the Escrow Agent for all expenses incurred by the Escrow Agent in performing such extraordinary services, and the Escrow Agent hereby agrees to look only to the Issuer for the payment of such fees and reimbursement of such expenses. The Escrow Agent hereby agrees that in no event shall it ever assert any claim or lien against the Escrow Fund for any fees for its services, whether regular or extraordinary, as Escrow Agent, or in any other capacity, or for reimbursement for any of its expenses. (b) Concurrently with the sale and delivery of the Refunding Obligations the Issuer shall pay to the Escrow Agent the sum of $2,145, the sufficiency of which is hereby acknowledged by the Escrow Agent, for all future paying agency services of the Escrow Agent and all of the other places of payment (paying agents) for any of the Refunded Obligations; and the Escrow Agent warrants that such sum is sufficient for such purpose, and that it has confirmed such sufficiency, and received approval of the arrangements herein made, with all of said places of payment (paying agents). The Escrow Agent shall be obligated to make available to send the places of payment (paying agents) for the Refunded Obligations amounts from the Escrow Fund sufficient to pay when due the principal of and interest on any Refunded Obligations presented to them for payment. (c) Upon receipt of the aforesaid specific sums stated in subsections (a) and (b) of this Section 7.03 for Escrow Agent and paying agency fees, expenses, and services, the Escrow Agent shall acknowledge such receipt to the Issuer in writing. Section 7.04. Successor Escrow Agents. If at any time the Escrow Agent or its legal successor or successors should become unable, through operation or law or otherwise, to act as escrow agent hereunder, or if its property and affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder. In such event the Issuer, by appropriate action, promptly shall appoint an Escrow Agent to fill such vacancy. If no successor Escrow Agent shall have been appointed by the Issuer within 60 days, a successor may be appointed by the owners of a majority in principal amount of the Refunded Obligations then outstanding by an VA instrument or instruments in writing filed with the Issuer, signed by such owners or by their duly authorized attorneys -in -fact. If, in a proper case, no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of this section within three months after a vacancy shall have occurred, the owner of any Refunded Obligation may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor Escrow Agent. Any successor Escrow Agent shall be a corporation organized and doing business under the laws of -a States or of " authorized under such laws to exercise corporate trust powers, having its principal office and place of business in the State of Texas, having a combined capital and surplus of -, $5,000 ,000 and subject to the supervisionor examination by -r-. or State Any successor Escrow Agent shall execute, acknowledge and deliver to the Issuer and the Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall execute and deliver an instrument transferring to such successor Escrow Agent, subject to the terms of this Agreement, all the rights, powers and trusts of the Escrow Agent hereunder. Upon the request of any such successor Escrow Agent, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Escrow Agent all such rights, powers and duties. The Escrow Agent shall pay over to its successor Escrow Agent a proportional part of the Escrow Agent's fee hereunder. Section 8.01. Notice. Any notice, authorization, request, or demand required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when mailed by registered or certified mail, postage prepaid addressed to the Issuer or the Escrow Agent at the address shown on Exhibit "A" attached hereto. The United States Post Office registered or certified mail receipt showing delivery of the aforesaid shall be conclusive evidence of the date and fact of delivery. Any party hereto may change the address to which notices are to be delivered by giving to the other parties not less than ten (10) days prior notice thereof. Section 8.02. Termination of Responsibilities. Upon the taking of all the actions as described herein by the Escrow Agent, the Escrow Agent shall have no further obligations or responsibilities hereunder to the Issuer, the owners of the Refunded Obligations or to any other person or persons in connection with this Agreement. Section 8.03. Binding Agreement. This Agreement shall be binding upon the Issuer, the Escrow Agent and the Paying Agent and their respective successors and legal representatives, and shall inure solely to the benefit of the owners of the Refunded Obligations, the Issuer, the Escrow Agent, the Paying Agent and their respective successors and legal representatives. Section 8.04. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. Section 8.05. Texas Law Governs. This Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Texas. Section 8.06. Time of the Essence. Time shall be of the essence in the performance of obligations from time to time imposed upon the Escrow Agent by this Agreement. Section 8.07.Agreement •- amended except ambiguity or formal defect or omission in this Agreement. No amendment shall be effective unless the same shall be in writing and signed by the parties thereto. No such amendment shall adversely affect the rights of the holders of the Refunded Obligations. ATTEST: city Secr ytaiy (SEAL} Ey f - - Vice presi ent 1.vjc (SEAL), 6 r Title (SEAL), 6 Exhibit "A° Addresses of the Issuer and the Escrow Agent Exhibit "B" Description of the Refunded Obligation,'A Exhibit "C" Schedule of Debt Service on Refunded Obligations Exhibit "D'° Description of Beginning Cash Deposit (if any) and Escrowed Securities Exhibit "E" Escrow Fund Cash Flow Exhibit "F' Reinvestment in Zero Coupon Slugs i OF ' !' ! 609 Main Street Georgetown, Texas 78626 FIRST CITY, TEXAS AUSTIN N.A., P ! Box 2127 Texas•' t AMBAC One Plaza New York, N. Y. 1000t Min ppxqj*&jpLgMj City of • . - General Obligation Bonds,•: 1995maturities August 1, through August 1, 2001 Coupon Date Principal RateInIg.rest to Early Him Refunded• • Redemption 02/01/92 $679230.24 $67,230.24 08/01/92 67,229.76 67229.76 02/01/93 67230.24 67230.24 08/01/93 679229.76 6749.76 02/01/94 67,230.24 67230.24 08/01/94 51,385, .00 * 6722936 11452229.76 03 11 • i : i 11 i M iii II. a • m Coupon Date Principal Rate 02/01/92 X45,700.00 5.010% 08/01/92 22,200.00 5.230% •..ti.. PrinLipal •. ate 02/01/93 i i i'i 5,270% 08/01/93 23 t700.00i% 02/01/94 249300,00 5s850% 08/01/94 #i tt 5,980511 • Debt Service Receipts fromRequirements Beginning Restricted of • r Cash Acquired Refunded Bonds Cash Date Balance Obligations t• Early Rederngtion 02/01/92 $0,00 $677360,52$130.2:1 08/01/92 i • •s 679229,76 `. 02/01/93 .• 67t239,1467230.24 $105a08 08/01/93 $105,08 67,230.45 67229,76 $105,77 02/01/94 $11 67,230,24i 08/01/94 i 11452,261,99 1945249,76 $80,53 I Mai *611,0911,mai L-121"aww"WUMAM 1. That this certificate is given for the benefit of the Attorney General of the State of Texas and the purchasers and holders of CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION REFUNDING BONDS, SERIES 1991, dated October 1, 1991, in the principal amount of $1,665,000 it• 000 ("Bonds"). 2. That said City is a duly incorporated Home Rule City, having more than 5001 inhabitants, operating and existing under the Constitution and laws of the State of Texas an -t the duly adopted Home Rule Charterof . • City, which Charternot v • is amended since the passage of the ordinance authorizing the most recently dated, issued ani. outstanding bonds of said City shown in paragraph 4 hereof. 3. That no litigation of any nature has ever been filed pertaining to, affecting, or contesting: (a) the ordinance which authorized said City's proposed Bonds described in paragraph 1 of this certificate; (b) the issuance, execution, delivery, payment, security or validity of the proposed Bonds, (c) the authority of the City Council and the officers of said City to issue, execute and deliver said Bonds, (d) the validity of the corporate existence of said City, or (e) the current tax rolls of said City, and that no litigation is pending pertaining, affecting, questioning, or contesting the current boundaries of said City. t. That attached to this certificateand marked Exhibit • is .. true, full and correct schedule and statement of the aforesaid proposed Bonds, and of all presently outstanding tax bonds t certificates is obligation of ! 5. That the City deems it advisable to refund the General Obligation Bonds, Series 1954 (the "Refunded Bonds") in order to achieve an interest cost savings of approximately $1039909.06. 6. That none of the outstanding Refunded Bonds being refunded has ever been held in, or purchased for the account of, the Interest and Sinking Fund created and maintained for the benefit of said outstanding Refunded Bonds being so refunded, and there are no amounts available in said Interest and Sinking Fund which can be used for the retirement of said Bonds, and no contribution shall be made by the City to the escrow established for the Refunded Bonds by the Bonds. 7. That there is hereby appropriated for transfer into the Interest and Sinking Fund, from available funds of the Issuer, moneys sufficient to pay the principal and interest coming due on the Bonds on February 1, 1992 and August 1, 1992. 8. That the currently effective ad valorem tax appraisal roll of said City (the "T Roll") is the Tax Roll prepared and approved during the calendar year 1990, being the mo recently approved Tax Roll of said City; that the taxable property in said City has be appraised, assessed, and valued as required and provided by the Texas Constitution a 11 Property Tax Code (collectively, "Texas law"); that the Tax Roll for said year has be submitted to the City Council of said City as required by Texas law, and has been approv 4 • recorded by said City Council;and according • the Tax Roll for said year the n- aggregate taxable r of • a i property • ! City (afterdeducting the amount oft applicable exemptions required or authorized under Texas law), upon which the annual valorem ♦ of a • City has i__.': or be •• a and levied, is $362,953,908. City Secretary SEAL General Obligation Refunding Bonds, Series 1991, dated October 1, 1991, to be outstanding in the principal amount of $1,665,000, bearing interest and maturing in the amounts and on the dates as stated in the ordinance authorizing said Bonds. Certificates of Obligation, Series 1984, dated January 1, 1984, now outstanding in the principal amount of $150,000, bearing interest and maturing on June 1 of the years as follows: 9.40%: 30M-92; 40M-93/95 General Obligation Bonds, Series 1984, dated July 1, 1984, now outstanding in the principal amount of $1,63.5,000, bearing interest and maturing on August 1 of the years as follows: 12.40%: 60M-92; 90M-93; 10OM-94 9.40% 115M-95 9.55% 170M-96 9.70% 185M-97 9.90%: 20OM-98 10.00% 22OM-99 9.875% 240M-00 9.40% 255M-01 General Obligation Bonds, Series 1986, dated June 1, 1986, now outstanding in the principal amount of $1,410,000, bearing interest and maturing on August 1 of the years as follows: 10.50%: 30M-92; 35M-93; 40M-94; 45M-95 7.50% 50M-96 7.75%: 11OM-97 7.90% 125M-98 8.00%: 125M-99/00 8.05%: 125M-01 8.10% 30OM-02 7.50%: 30OM-93 Airport Improvement Combination Tax and Revenue Certificates of Obligation, Series 1981, dated May 1, 1981, now outstanding in the principal amount of $15,000, bearing interest and maturing on July 1 of the years as follows: 9.875%: 15M-92 Park Improvement Combination Tax and Revenue Certificates of Obligation, Series 1981-A, dated May 1, 1981, now outstanding in the principal amount of $15,000, bearing interest and maturing on July 1 of the years as follows: 9.875%: 15M-92 Certificates of Obligation, Series 1982-A, dated December 1, 1982, now outstanding in the principal amount of $19.5,000, bearing interest and maturing on April 1 of the years as follows: 9.50%: 195M-92 Combination Tax and Utility System Revenue Certificates of Obligation, Series 1985, dated May 1, 1985, now outstanding in the principal amount of $270,000, bearing interest and maturing on May 1 of the years as follows: 8.45% 45M-92 8.60% 5OM-93 8.75% 55M-94 8.90%: 6OM-95 9.10% 6OM-96 1, the undersigned, do hereby acknowledge receipt of the attached 1'otice M Redemption for the City of Georgetown, Texas General Obligation Bonds, Series 1984, SIGNEDthis the :: day of .'' _ 19916 fis < , First City, 'Texas - Austin, N.A. Austin, Texas By' f CorporateTrust Administrator NOTICE IS HEREBY GIVEN that the City of Georgetown, Texas, has called for -redemption the outstanding bonds of the City as described as follows: CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION BONDS, SERIES 1984, dated July 1, 1984, maturing August 1, 1995 through August 1, 00aggregate principal amountof . 111 for the redemption of the principal amount thereof and accrued interest to call date of the Bonds so called for redemption at First City, Texas w Austin, N.A., Austin, Texas. On August 1, 1994, interest on such Bonds shall cease to accrue and be payable. NOTICETHIS - • and given pursuant to the redemptionprovisions r!iroceedings authorizing the issuance of the aforementioned Bonds and in accordance with the recitals and provisions of . t Bonds. NOTICE IS GIVEN that due and proper arrangements have been made for rcroviding the place of payment of said Bonds called for redemption with funds sufficient to pay the principal amount of said Bonds and the interest thereon to the redemption date. In the event said Bonds, or any of them are not presented for redemption by the date fixed for their redemption, they shall not thereafter bear interest. IN COMPLIANCE • Dividend - Compliance Act of taxpayers making payments of principal due on debt securities may be obligated to withhold 20% tax from remittance to individuals who failed to provide such taxpayer with a valid taxpayer identification number. To avoid the imposition of this withholding tax, such boidholders should submit a certified taxpayer identification number when surrendering the CongressFirst City, Texas Austin, N.A. 816 Austin, Texas • iAustin, Texas 78768 L"WA01• a • First City, Texas Austin, N.A. P. •Box 2127 THE STATE OF TEXAS 1 i •c> X X X appeared Gloria P. Carter, who, having-• by duly sworn,•• •. •-•• • • Municipal Advisory Council of Texas, and is authorized to make this affidavit; 30 that the attached is a true and correct copy of NOTICE OF REDEMPTION CITY OF GEORGETOWN GENERAL OBLIGATION BONDS, SERIES 1984 was published in TEXAS BOND REPORTER on the following date(s), to wit* November 1. 19910 Sworn • and subscribed before me this the 1st day of •.- t-A.D. 19910 NotaryPublic in and for the State of REPORTER on the following date(s), to wit* November 1. 19910 Sworn • and subscribed before me this the 1st day of •.- t-A.D. 19910 NotaryPublic in and for the State of 10611COM412 NAM131 HEREBYNOTICE IS of ! for redemption the outstanding bonds of the City as described as follows: I of principal amount• r accrued interest to date of Bonr ! called for • • • Call •.August 946 1 On August 1, 1994, interest on such Bonds shall cease to accrue and be payable. THIS NOTICE is issued and given pursuant to the redemption provisions in the proceedings authorizing the issuance of the aforementioned Bonds and in accordance with the recitals and provisions of said Bonds. • • •I• , 121410111 0 +• • Mn U pay the principal amount of said Bonds and the interest thereon to the redemption date. In the event said Bonds, or any of them are not presented for redemption by the date fixed for their redemption, they shall not thereafter bear interest, I IN COMPLLANCE with the Interest and Dividend Tax Compliance Act of 1983, taxpayers making payments of principal due on debt securities may be obligated to withhold i% tax from• ! • failed is provide such tax•. ;^ • taxpayer identification number. To avoid the imposition of this withholding tax, such !i ! • "• i ! First City, Texas Austin, N.k 816 Congress Austin, Texas i In Writin First City, 'Texas o Austin, N.A. P. ®. Box 2127 Austin, 'Texas 78768 r;51,15 I •Italt THIS AGREEMENT entered into as of October 1, 1991 (this "Agreement"), by and between the City of Georgetown, Texas (the "Issuer"), and First City, Texas - Austin, N.A., Austin, Texas, a banking association duly organized and existing under the laws of the State of Texas (the "Bank"). WHEREAS, the Issuer has duly authorized and provided for the issuance of its General Obligation Refunding Bonds, Series 1991 (the "Securities") in the aggregate principal amount of 51,665,000, such Securi- ties 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 November 5, 1991; 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: Section 1.01. Appointment. 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 "Ordinance" (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 "Ordinance." The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Securities. Section 1.02. Compensation. 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. 0 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). 163:1210 ! 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. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Holder" and "Security Holder" each means the Person in whose name a Security is registered in the Security Register. "Issuer Request" and "Issuer Ordinance" or ordinance signed in the name of the Issuer by t of one or •, of officials, delivered to the "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or 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 Ordinance). "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 Ordinance, "Ordinance" means the order of the governing body of the Issuer pursuant to which the Securities are issued, certified by the City Secretary 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 Vice-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, PA 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 Ordinance the principal of a Security is scheduled to be due and payable. Section 2.02. Other Definitions. 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. Section 3.01. Duties of Paying Agent. purposeAs Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for su or on behalf of pay on behalf of •. of • 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. Section 3.02. Payment Dates, The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities on the dates specified in the Ordinance. Section 4.01. Security Register - Transfers and Exchanges. 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 9 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 rational 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 cancelled 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, Section 4.02. Certificates, 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. Section 4.03. Form of Security Register. 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 converted into written form within a reasonable time, Section 4.04. List of Security Holders, 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. 0 Section 4.05. Return of Cancelled Certificates, 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. Section 4.06. Mutilated, Destroyed, Lost or Stolen Securities, The Issuer hereby instructs the Bank, subject to the applicable provisions of the Ordinance, 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. 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. Section 4.07. Transaction Information to Issuer. 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. "111024T.Ark ", Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care in the performance thereof. Section 5.02. Reliance on Documents, Etc. (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. 0 (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, 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. 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 eith directly or by or through agents or attorneys of the Bank. I Section 5.03. Recitals of Issuer. 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. Section 5.04. May Hold Securities. 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. Section 5.05. Moneys Held by Bank. 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, and to textent practicable under the laws of the United States of America, 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 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 look 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. Section 5.06. Indemnification. 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. Section 5.07. Interpleader, 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. Section 5.05. Depository Trust Company Services. 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, 1957, 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. Section 6.01, Amendment. Section 6.02. Assignment, Section 6.03. Notices, 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. hereof. Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction i7 All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed or not. Section 6.06. Severability. Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other f, •-: • f,.` t, �. • it iN.9f.0 ':• -.�. 't constitute one and the same Agreement, Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their iuccessors hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder. Section 6.08. Entire Agreement. This Agreement and the Ordinance constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between his Agreement and the *rdinance, the Ordinance shall govern, Section 6.09. Counterparts. '11his Agreement may be executed in any number of counter -parts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement, MWONTOST11010 7101TIM t1.. This Agreement will terminate (i) on the date of final payment of the principal of and interest on the Securities to the Folders thereof or (ii) may be earlier terminated by either party upon sixty (60) days written notice; provided, however, an early termination of this 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 Securi- ties, 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. Section 6.11. Governing Law, This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. E III NIT-PIESS WHEREOF, the parties hereto have executed this Agreement as of the day and Y11 First above writtet, By C Title �I�P 4�"ro VICE PRr"$!D�ENT AND TRUST OFFICER Attest: [ISSUE�e SEAL] Attest: City Secretary Title [ISSUE�e SEAL] Attest: City Secretary SCHEDULE A wil ) G1029 (1/91) First 100 registrations (minimum per year) 150000 Each registration in excess of 100 1000 Registrations requiring special attention Reviewing legal transfers (each transaction) 10:00 Replacement of lost, stolen or destroyed securities (each transaction) 25.00 First 100 accounts (minimum per year) 150.00 Each account in excess of 100 85 First I• Bonds/Debentures (each) 4:0 Next 00 Bonds/Debentures00 Excess over 500 Bonds/Debentures (each) 850 First 01 Bonds/Debenturest :f Next 411 Bonds/Debentures (each) 1*50 Excess ov •• !-•- •, 1• Bonds/Debentures (each) 100 Each check .30 Minimum charge (per interest payment) 50600 Sorting, listing . • destroying (per registered bond) •11 : •' !' •. • •, (per account) •. account) Form fir• preparation an!,filing (per account) Minimum Fee W e •,� p ♦ • 'i1, p- subject . Y increase rer 4 e circumstances attending T! particular w . i !... o • • •r -•Ilk rVA3 •it, *- •� proper in carrying on the business of the Trust Division in accordance with provisions of law ars i. Execution of any necessary legal instruments on behalf of the bank in a fiduciary capacity, • , . • L Render atof accounting, r.Sell,assign and transfer securitieson behalf • r bank •. . • s, Said resolution executed this -'-;< day of `''t� l__; 11. resirwin Sher A. McGillicuddy Exec}}��tine Vice President and frust Officer J F vn resirwin Sher A. McGillicuddy Exec}}��tine Vice President and frust Officer The following is a list of signatures that are authorized to sign on behalf of First City, Twas w Austin, N.A. acting any • f ry . •_a Hw Keith Miller Vice President & Trust Officer Jacksonffiarianne I AT j % •-13 ...< 1 BEFORE Notary Public, on this day personally appeared all the above `o to be the executedofficers whose names are subscribed to the foregoing instrument, and acknowledged to me that they the same forpurposes and consideration therein stated. •.:o4yseva.0®.... r ` ' •� MILLS Texas ,:pares Oct 7, 1923 t PO F 4144 Dept. of the Treasury Bur. of the Public Debt ( Rev. 8189) OMS NO, 1535,0�• SUBSCRIPTION OF EXP 2192 UA TREASURY SECURITIES� STATE AND LOCAL GOVERNMENT INITIAL 94WUM _ To: Federal Reserve Bank or Branch at .... Dallas, TX 0 0 Pursuant to the provisions of Department of the Treasury Circular, Public Debt Series NO3-72, current revision (31 CFR Part 344), th4" er gned hereby subscribes for the purchase of the following securities: a. United States Treasury Certificates of Indebtedness—State and Local Government Series (PDF 4144,2)TOTAL AMOUNTS G 7.9 0 0 b. United States Treasury Notes—State. and Local Government Series (PD F 4144-3) TOTAL AMOUNT $ 1 481 200 c. United States Treasury Bonds—State and. Local. Government Series (PD F 4144-4) TOTAL AMOUNT S_ m GRAND TOTAL S. 1.549,100 as described on the attached schedules, accompanied by PD F 4144.1, which are incorporated by reference in this subscription, to be issued as entries on the books of the Bureau of the Public Debt, Department of the Treasury. 2. The undersigned certifies that this subscription complies with the certification requirements in 31 CFR Sec 344.3. 3. The undersigned requests that book -entry accounts be established for: Name of owner City of Georgetown® Texas 4. The undersigned: a. 7 submits payment in full herewith for the above securities, as shown below. b. requests that issuance be deferred until 11/5/91 (not to exceed by more than 60 days the date on which this subscription is received at a Federal Reserve Bank or Branch or, where mailed, by the postmark date on the envelope in which it is received), and agrees to make payment on that date. 5. The undersigned agrees that interest and redemption payments made to the subscriber will be by Automated Clearing House (ACH) method. 6. The undersigned further certifies that the following official(s), by title(s), are authorized, subject to the provisions of the above referenced circular, to request redemption prior to maturity of the securities. (If no one has been so authorized, enter the word "none") I�-ayor . 7 If the undersigned is a financial institution, it certifies that it has received the specific authorization of the government body to submit this sub. scription. Subscriptions submitted by an agent other than a commercial bank must be accompanied by evidence of the agent's authority to act. Such evidence must describe the nature and scope of the agent's authorization, specify the legal authority under which the agent was designated, and relate by its terms to the investment action being undertaken. Subscriptions unsupported by such evidence will not be accepted. Dated this ZL,% of OCtoberlg 91 _City of Georgetown, Texas (N{ame of St to or Local Government Body or Other Eligible Entity) 1512 X69-3636 By /�{,,,,.. n•._, END. C ... s _ (Telephone—include Area Code) (Signature and Title) (The issue date of the account will be the date specified in this subscription, provided payment therefor in readily available funds is received here- with or within the time limitation specified above. Where payment is submitted separately, it should be accompanied by a copy of this subscription. Check enclosed Name of Instl ution First City, Texas - F'O tStnn �t ^ Charge reserve clearing account on 11/5/91 City Hous on State TX Other (Date) Authorized signature and title Lk o -j= ACCOUNT NUMBERS C OF I'S: From: Through: NOTES: From: Through: BONDS: From: Through: Approved By Date APPLICABLE ISSUE Date Credited INTEREST DATE to Treas. Acct. RATE TABLE (Cannot be NO. Subsequent to Issue Date) Signature and Titlo For the notice required under the Privacy and Paperwork Reduction Acts, see the reverse side of this form. Computer Run <• 0 ✓- 0 FIRST SatTHtXST CcmPANY 8/19/1991 PAGE: 1 RECORD NAME - GFCRGETCUN GO 91 REFUND RE"DIRG ISSUE DAH PRINCIPAL RATE INTEREST LEst .SSERVICE OUTSTANDING SAVINGS 8/01/1992 500000.00 4.600 85,273-91 I 135,273,91 134,460.00 90440,55 x 8/01/1993 30,000.00 5,100 948847,50 124,847.50 134,460.00 9,612,50 8/01/1994 30,000.04 5.404 93,317.50 123,317.50 134,460.00 11,142,50 8/01/1995 1500000.00 5.700 91,697.50 2410697.50 249,460.00 7,762.50 8/01/1996 200,000.00 50$00 83,147.50 283,147.50 2930650.00 100502.50 8/01/1997 2108000.00 5.900 71,547.50 2$11547.50 2920415.00 10,867.50 8/01/149$ 2204000,00 6.000 59,157.50 2791157.50 289,470,00 10,312,50 8/01/1999 235,000,00 6,150 45,957.50 280,957.50 2890670.00 $,712.50 8/01/2000 245,000.00 6,250 31,505.00 276,505.00 237,670,00 114165,00 8/01/2001 2558000000 6,350 16,192.50 271,192.50 2780970,00 7,777.50 TOTALS 106251000.00 6721643,91 2,297,643,91 2s384j 685, 00 97,295,55 0 - SAYINGS INCLUDES ACCRUED INTEREST Of 100254,46 PRESENT VALUE OF PRIOR DEBT SERVICE AT 6,316663730% 1,6231,038,62 PRESENT VALUE OF NEW DEBT SERVICE AT 6,316663730% 1,615,254,33 LESS ACCRUED INTEREST 10,25&,46_ PLUS CASH CONTRIBUTION 0,00 i,6O4,999,87 PRESENT VALUE SAVINGS 76,038,75 P. Vs SAVINGS AS A % OF THE REFUNDED 80kDS 5,490 m0 tiaati of ..®a.d so r LL94 Owaw 1PUILUSUE-1I XE) QUEJq „II -190d FIRST SOUTHWEST CCKPANY 8/19/1991 PAGE: 1 .. R . We . s _ � _ a, DATED DATE DELIVERY DATE PRINCIPAL AMOUNT OF SLGS UNDERWRITERS FEE UNRECOVERABLE ISSUANCE COSTS OUTSTANDING DUE H/IN 30 DAYS ORIGINAL ISSUE DISCOUNT INSURANCE FEE ADDITIONAL AMCXWT OF BONDS RESERVE FUND FROH PROCEEDS BALANCING FIGURE o TOTAL REQUIRED LESS PRE14ILN 004 THE BONDS LESS CASH ON HAND LESS INSURANCE REFUND " PRINCIPAL AMCVXT OF BONDS PLUS ACCRUED INTEREST LESS UNDERWRITERS FEE PLUS PREMIUM ON THE BONDS LESS ORIGINAL ISSUE DISCOUNT • NET TO ISSUER TIC OF REFUWOING ISSUE 'HELD ON @SCROW *, WEIGHTED AVE MATURITY FOR $038-G NET INTEREST COST NET INTEREST COST (AS A %) 9/15/1991 10/23/1991 11533,200.00 94.351% 194500,00 i.2oox 500060.00 3.077X 200006.00 1.231% 21300.00 0.142% �� T0,Z34.k6 198500.00 I,6150734.L6 692,143.91 6.271476830