HomeMy WebLinkAboutORD 2015-28 - General Obligation Bonds 2015f �' w• r t r
THE STATE OF
COUNTY OF t
CITY OF GEORGETOWN
We, the undersigned officers and members of the City of Georgetown, Texas (the "City"),
hereby certify as follows:
MUVESMOM411RUTUMMnal'a• -• • •• . a - e- • •
Dale Ross,•'
Rachel Jonrowe, Mayor' • Tern, CouncilmemberDistrict
Patty Eason, • - District
Keith Brainard, Councilmember
• • •- District
Steve Fought, • a- District 4
District
Tommy•nzalez, Councilmember
and all of the persons were present, except the following absentees; , thus constituting a
quorum. Whereupon, among other business, the following was transacted at the Meeting: a
written
r . � r r � � ! � i � r � � • • ,
was duly introduced for the consideration of the City Council. It was then duly moved and
seconded • be passed on first reading -,and, after due discussion, said motion
vote -
D
2. A true, full a correct copyof - Ordinance passed at the Meeting described in
the above and foregoing paragraphs is attached to and follows this Certificate; that the Ordinance
has been duly recorded in the City Council'sof -- above and foregoing
paragraphsand correct excerptfrom • of
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[!.ertaining to the passage of the Ordinance; that the persons named in the above and foregoing -
paragraphs are the • chosen, qualified and acting • and members • the City Council as
indicated therein-, that each of the officers and members of the City Council was duly and
sufficiently notified officially and personally, in advance, of the time, place and -purpose of the
eetin and that the Ordinance would be introduced and considered for passage at Meeting,
3. The
• of the City has approved ,• • approves the Ordinance; that the
Mayor and the City Secretary • the City have • signed the • and that the Mayor and
ary ij *,j -eclare-thatAh f this Certificate shall constitute
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City Secretary
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Mayor
City Secre y
[CITY SEAL]
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Mayor
Adopted May 12, 2015
GTO WN\GO\I5: Ordinance
Mi Vim LIMA VA1011sliv
Page
Preamble._-.'.—_......—~-.--.—.~-,'~....~~.~.___.—.--~..~....—.~.~.-.—_,..,
�-,ection 1. RECITALS, AMOUNT AND PURPOSE OF THE BONDS AND 0
Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS AND
3
Section 4[ CHARACTERISTICS OF THE BONDS ...............................................................3
Section6. TAX LEVY ........................................................................................................... }4
}4
Section 9. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS;
BOND COUNSEL'S OPINION; CUSIP NUMBER AND
CONTINGENT INSURANCE PROVISION, IF OBTAINED ........................... 17
SectiVDlO. COVENANTS REGARDING TAX EXEMPTION OFINTEREST (N
l7
T]�}� S.,_`',`—__'.~^-''~^--'^-`~^~--^^—~^''-^'^—~'—^'^'—''~^^^''—
unnW«\GVxr: Ordinance
Section 15.
(]F(}T�Dly�AJ�L]E_-...'...-_-.'._--.-_-._..,'.~.-,.. ��
Section 16.
NO RECOURSE AGAINST CITY OFFICIALS .................................................
2b
Section17.
FURTHER ACTIONS ...........................................................................................
2m
Section}8[
INTERPRETATIONS...........................................................................................
2,
Section 19.
INCONSISTENT PROVISIONS ..^,__..~~~~.~~~_,.,,,,,,_,,...._._—..-,.27
Section 20.
INTERESTED Pz�R[T{E��_...._.._...,---.-.._-...-.^.~~,~-.~~_.._-__--.
��
SectionD2 1.
INCORPORATION OF RECITALS .................................................................... 2/
Section22^
SEVERABILITY...................................................................................................
2/
Section 23.
T�J�T��._-~-..~-....,..--....—.....--'.~._.~__—.,`—_.-,^
��
Section 24,
PERFECTION -.`'-..,.._-'~...~'_'_,_,.,.^~.,~,_,,_.._._,,_,,_~,,~~'_~,..2,
Section 75.
PAYMENT (lF ATTORNEY GENERAL FEE ...................................................
28
E]�HT�BTT��
PAYINGS]]�/�f� 1.-..-...._.~^...-,_.~.-...
.�r}
EXHIBIT B
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION ........................ B-1
oJovmv\Gm/y'ordmuncu ii
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
CITY OF GEORGETOWN §
1 -1. I - Mv.- - I .
- -.�MW I
llovenlber,i W.W.
jet•
or more series the bonds set forth in the proposition set forth below:
D I i 111 1 4
• OR
and bear interest at such rates, as shall be determined within the discretion of the
City Council, in accordance with law at the time of issuance, for the purpose of
constructing, improving, extending, expanding, upgrading and/or developing
streets, roads, bridges and intersections, to wit: FM 971, Southeast Arterial 1,
Northwest Inner Loop/DB Wood Road, FM 1460 and Berry Creek Drive and a
41
city in an amount suiIic
sinking fund to pay the bonds at maturity9
WHEREAS, the City Council has previously issued the followffig series of bonds pursuant
to the Proposition: General Obligation Bonds, Series 2009 in the aggregate principal amount of
$1,175,000, General Obligation Bonds, Series 2010 in the aggregate principal amount of
$1,370,000 General Obligation Bonds, Series 2010A in the aggregate principal amount of
t of
$11,930,000, General Obligation Bonds, Series 2014 in the aggregate principal amoun
$4,800,000; and
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WHEREAS, the City Council deems it to be in the best interest of the City to issue
$4,345,000 pursuant to the Proposition-, and
WHEREAS,-• officially found and determined that the meeting at which this
Ordinance was passed was open to the public, and public notice of the time, place and purpose of
the meeting was given, all as required by Chapter 5 5 1, Texas Government Code.
NOW, • i' :, IT ORDAINED BY THE CITY COUNCIL
GEORGETOWN,
i 41 :i a 1
1 of the bond election held on November 4, 2008 and (2) paying the costs associated with the
issuance of the Bonds as further set forth in the preamble of the Ordinance.
(b) Vision Statement. The City Council hereby finds that the enactment of
Ordinance and issuance of the Bonds complies with the Vision Statement of the City. 1
1 1
registeredthe Attorney General of I exas which will be n oerea -1), payame to Tne respective
initial
owners thereofdesignated in Section• or • the registered assignee
or assignees of the Bonds or any portion or portions thereof (in each case, the "Registered Owner"),
and the Bonds shall mature and be payable serially on August 15 in each of the years and in thF�
principal amounts, respectively, as set forth in the fol owing sc e e:
-ARS
AMOUNTS
YEARS
AMOUNTS
2016
$125,000
2026
$220,000
2017
160,000
2027
230,000
2018
165,000
2028
235,000
2019
170,000
2029
240,000
2020
175,000
2030
250,000
2021
185,000
2031
260,000
2022
190,000
2032
265,000
2023
200,000
2033
275,000
2024
205,000
2034
285,000
2025
215,000
2035
295,000
2
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The term "Bonds" as used in this Ordinance shall mean and include collectively the bonds initially
issued and delivered pursuant to this Ordinance and all substitute bonds exchanged therefor, as
well as all other substitute bonds and replacement bonds issued pursuant hereto, and the term
"Bond" shall mean any of the Bonds.
Section 3. INTEREST. The Bonds scheduled to mature during the years,
n-ttit.,: I I :I&OF-BOND
W-1 W to) 414 1 a I In I I I KILVA 0111 ru #mz KIM I I EGGJ ISM 1=4 LIZAKI L- I XANKI; N I I VAI III If trjL, In I$ u-iff LO; Iteami I 11-y NIM slid MIJ I �
YEARS
RATES
YEARS
RATES
2016
3.000%
2026
3.000%
2017
3.000
2027
3.000
2018
4.000
2028
3.125
2019
4.000
2029
3.250
2020
4.000
2030
3.375
2021
4.000
2031
3.375
2022
4.000
2032
3.500
2023
4.000
2033
3.625
2024
4.000
2034
4.000
2025
3.000
2035
4.000
interest shall be payable in the manner provided and on the dates stated in the FORM OF BON
set forth in this Ordinance. i
Section 4. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer,
Conversion and ExchTnge; Authentication. The City shall keep or cause to be kept at The Bank
of New York Mellon Trust Company, National Association in Dallas, Texas (the "Paying
Kegistration DooKs--), allU tile �_ILJ IlUrCUJ U�,I$ %UIUi LIM Ed
Tne.15onas �Tnel 11
its registrar and transfer agent to keep such books or records and make such registrations of
transfers, conversions and exchanges under such reasonable regulations as the City and Paying
Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations,
transfers, conversions and exchanges as herein provided within three days of presentation in due
and proper form. The Paying Agent/Registrar shall obtain and record in the Registration Books
the address of the Registered Owner of each Bond to which payments with respect to the Bonds
shall be mailed, as herein provided-, but it shall be the duty of each Registered Owner to notify the
Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such
interest payments shall not be mailed unless such notice has been given. The City shall have the
right to inspect the Registration Books during regular business hours of the Paying
Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books
confidential and, unless otherwise required by law, shall not permit their inspection by any other
entity. The Paying Agent/Registrar shall make a copy of the Registration Books available in the
State of Texas. The City shall pay the Paying Agent/Registrar's standard or customary fees and
charges for making such registration, transfer, conversion, exchange and delivery of a substitute
Bond or Bonds. Registration of assignments, transfers, conversions and exchanges of Bonds shall
3
GTOWN\GO\15: Ordinance
be made in the manner provided and with the effect stated in the FORM OF BOND set forth in
this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it from each
other Bond.
Except as provided in Section 4(c) hereof, an authorized representative of the Paying
got I v
anct aeliverea pursuant MI 1=1
Comptroller of Public Accounts.
(b) Pgyment of Bonds and Interest. The City hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds,
all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all
payments made by the City and the Paying Agent/Registrar with respect to the Bonds, and of all
conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this
Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and
for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record
Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of
such interest have been received from the City. Notice of the Special Record Date and of the
scheduled payment date of the past due interest (which shall be 15 days after the Special Record
Date) shall be sent at least five (5) business days prior to the Special Record Date by United States
mail, first-class postage prepaid, to the address of each Registered Owner appearing on the
Registration Books at the close of business on the last business day next preceding the date of
mailing of such notice.
(c) In General. The Bonds (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Bonds to be payable only to the Registered
*wners thereof, (ii) may be transferred and assigned, (iii) may be converted and exchanged for
other Bonds, (iv) shall have the characteristics, (v) shall be signed, sealed, executed
authenticated, (vi) the principal of and interest on the Bonds shall be payable, and (vii) shall be
administered and the Paying Agent/Registrar and the City shall have certain duties and
responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as
required or indicated, in the FORM OF BOND set forth in this Ordinance. The Bonds initially
issued and delivered pursuant to this Ordinance are not required to be, and shall not be,
,?jiAgiIicjIgd bv Vie P, ing Agent/Registrar, but on each substitute Bond issued in conversion of
4
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anct excnange Yof 075=71
execute the PAYING AGENT/REGISTRAR!S AUTHENTICATION BOND, in the form set forth
i -c 6e FORM OF BOND.
A Substitute Paing Agent/Registrar.. The City covenants with the Registered Owners
*f the Bonds that at all times while the Bonds are outstanding the City will provide a competent
and legally qualified bank, trust company, financial institution, or other agency to act as and
perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the
Paying Agent/Registrar will be one entity. The City reserves the right to, and may, at its option,
change the Paying Agent/Registrar upon not less than 30 days written notice to the Paying
Agent/Registrar, to be effective at such time which will not disrupt or delay payment on the next
principal or interest payment as after such notice. In the event that the entity at any time acting
legally qualified bank, trust company, financial institution, 'or' other agency to act as Paying
Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the
previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a
copy thereof), along with all other pertinent books and records relating to the Bonds, to the new
Paying Agent/Registrar designated and appointed by the City. Upon any change in the Paying
W- mi 10. 1 7P VI
prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting
the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed
to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to
each Paying Agent/Registrar.
(e) Book -Entry -Only System. The Bonds issued in exchange for the Bonds initiaIR
i,ssued as provided in Section 4(h) shall be issued in the fonn of a separate single fully reg
&ond for each of the maturities thereof registered in the name of Cede & Co., as nominee of TIM
Depository Trust Company of New York ("DTC") and except as provided in subsection (f) here
all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the City
M"V*V@66�K 4ml
and dealers, banks, trust companies, clearing corporations and certain other organizations on
whose behalf DTC was created to hold securities to facilitate the clearance and settlement of
securities transactions among DTC participants (the "DTC Participant") or to any person on behalf
of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately
preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or
obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC
Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC
Participant or any other person, other than a Registered Owner, as shown on the Registration
Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC Participant or any
person, other than a Registered Owner, as shown on the Registration Books of any amount with
respect to principal of or interest on the Bonds. Notwithstanding any other provision of this
Ordinance to the contrary, but to the extent permitted by law, the City and the Paying
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Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is
registered in the Registration Books as the absolute owner of such Bond for the purpose of payment
of principal of and interest, with respect to such Bond, for the purposes of registering transfers
with respect to such Bond, and for all other purposes of registering transfers with respect to such
Bonds, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal
of and interest on the Bonds only to or upon the order of the respective Registered Owners, as
shown in the Registration Books as provided in this Ordinance, or their respective attorneys duty
authorized in writing, and all such payments shall be valid and effective to fully satisfy and
discharge the City's obligations with respect to payment of principal of and interest on the Bonds
to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in
the Registration Books, shall receive a Bond evidencing the obligation of the City to make
payments of pninci-pal, and interest pursuant to this Ordinance. Upon delivery by DTC to the
Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to
interest checks being mailed to the registered owner at the close of business on the Record Date
the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC.
(f) Successor Securities Dgpository-, Transfer Outside Book -Entry -Only System. In the
A ook t t in throu TC or a successor
mail I
regis re in une Wegistration -6
registered in the name of the successor securities depository, or its nominee, or in whatever name
or names the Registered Owner transferring or exchanging Bond shall designate, in accordance
with the provisions of this Ordinance.
(g) PM�ments to Cede & Co. Notwithstanding any other provision of this Ordinance to
the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of, and interest on such Bond and all notices with respect to
such Bond shall be made and given, respectively, in the manner provided in the Letter of
Representations of the City to DTC.
(h) DTC Blanket Letter of Representations. The City confirms execution of a Blanket
Issuer Letter of Representations with DTC establishing the Book -Entry -Only System which will
be utilized with respect to the Bonds.
(i) Cancellation of Initial Bond. On the closing date, one Initial Bond representing the
entire minei-pal amount of the Bonds, payable in stated installments to the order of the purchaser
of the Bonds or its designee set forth in Section 11 of this Ordinance, executed by manual or
facsimile sianature of the Mayor or Mayor Pro -tem and City Secretary, approved by the Attorney
General of Texas, and registered and manually signed by the Comptroller of Public Accounts of
M
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the State of Texas, will be delivered to such initial purchaser set forth in Section 11 of this
Ordinance or its designee. Upon payment for the Initial Bond, the Paying Agent/Registrar shall
cancel the Initial Bond and deliver to DTC on behalf of such purchaser one registered definitive
Bond for each year of maturity of the Bonds, in the aggregate principal amount of all the Bonds
for such maturity.
Section 5. FORM OF BOND. The form of the Bond, including the form of Paying
the fon,:n of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to
be attached to the Bonds initially issued and delivered pursuant to this Ordinance, shall be,
respectively, substantially as follows, with such appropriate variations, omissions, or insertions as
are permitted or required by this Ordinance including any reproduction of an opinion of counsel
and information regarding the issuance of any bond insurance policy.
UNITED STATES OF AMERICA
STATE OF TEXAS
WILLIAMSON COUNTY
0 1 1
§ Wjj,lpl
SERIES 2015
W
Qq�- 6m
AMOUNT
ON THE MATURITY DATE specified above, GEORGETOWN, TEXAS (the "City"),
6T gebjgj1&sesto to the Reuistered Owner
•
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shall bear interest from the date to which such interest has been paid in fall. Notwithstanding the
foregoing, during any period in which ownership of the Bonds is determined only by a book entry
f*A
or registered assigns, shall be made in accordance with existing arrangements between the City
and the securities depository.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of
the United States of America, without exchange or collection charges. The principal of this Bond
shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at
maturity or upon the date fixed for its redemption prior to maturity, at The Bank of New York
Mellon Trust Company, N.A., (the "Paying Agent/Registrar") at their office for payment in Dallas,
Texas (the "Designated Payment/Transfer Office"). The payment of interest on this Bond shall be
prepaict-,-to Me aatress "TT'I'mr U
of business on the last business day next preceding the date of mailing of such notice.
DURING ANY • in which ownership of the Bonds is determined only by a book
critry at a securities depository for the Bonds, if fewer than all • the Bonds • the same maturity
,?nd bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and
bearing such interest rate shall be selected in accordance with the arrangements between the City
and the securities depository.
ANY ACCRUED INTEREST due at maturity as provided herein shall be paid to the
Registered Owner upon presentation and surrender of this Bond for payment at the Designated
Payment/Transfer Office of the Paying Agent/Registrar. The City covenants with the Registered
*-,wwd nwl(A� Bond that on or before each pa,,,,,ment date for this Bond it will make available to the
Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Ordinance, the
amounts required to provide for the payment, in immediately available funds, of all principal of
and interest on the Bonds, when due.
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0
GTOWN\GO\15: Ordinance
WITH RESPECT TO any optional redemption of the Bonds, unless certain prerequisites
to such redemption required by the Ordinance have been met and moneys sufficient to pay the
principal of and premium, if any, and interest on the Bonds to be redeemed shall have been
received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such
notice shall state that said redemption may, at the option of the City, be conditional upon the
prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of
redemption. If a conditional notice of redemption is given and such prerequisites to the redemption
and sufficient moneys are not received, such notice shall be of no force and effect, the City shall
not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in which
the notice of redemption was given, to the effect that the Bonds have not been redeemed.
ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in the
Ordinance, this Bond, or any unredeemed portion hereof, may, at the request of the Registered
Owner or the assignee or assignees hereof, be assigned, transferred, converted into and exchanged
ftr �-- UVMW_--1p qnh�aLamQun-tof-fi&st-4-�-te-r,,-d�-Bm�ithout-intere-%Lcouponspaya�le
to the appropriate Registered Owner, assignee or assignees, as the case may be, having the same
denomination or denominations in any integral multiple of $5,000 as requested in writing by the
appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of this
Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and
procedures set forth in the Ordinance. Among other requirements for such assignment and
proper instruments of assignment, *in form and with guarantee of signatures satisfactory to the
Paying Agent/Registrar, evidencing assigninent of this Bond or any portion or portions hereof in
I#T
any such portion or portions hereof is or are to be registered. The form of Assignment printed or
endorsed on this Bond may be executed by the Registered Owner to evidence the assignment
hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the
Paying Agent/Registrar may be used to evidence the assignment of this Bond or any portion or
portions hereof from time to time by the Registered Owner. The Paying Agent/Registrar's
reasonable standard or customary fees and charges for assigning, transferring, converting and
exchanging any Bond or portion thereof will be paid by the City. In any circumstance, any taxes
s reguired W be-v6d with resj2ect thereto shall be iaid bthe one 'r ,s
such assigninent, transfer, conversion or exciiange, as a conctition precectern to Lne cAUTZINU uY RIT
privilege. The Paying Agent/Registrar shall not be required to make any such transfer, conversion,
or exchange durmig the period commencing on the close of business on any Record Date and
ending with the opening of business on the next following principal or interest payment date.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or
transferring this Bond shall be modified to require the appropriate person or entity to meet the
TZ -'T
ffing, the book entr,,,-t.Q_vroduce
the same effect.
10
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IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the City,
resigns, or otherwise ceases to act as such, the City has covenanted in the Ordinance that it
promptly will appoint a competent and legally qualified substitute therefor, and cause written
notice thereof to be mailed to the Registered Owners of the Bonds.
IT IS HEREBY certified, recited, and coverianted that this Bond has been duly and validly
authorized, issued, and delivered; that all acts, conditions, and things required or proper to be
performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this
Bond have been performed, existed, and been done in accordance with law; and that ad valorem
taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such
wa 2j."A'. levied and ordered to be levied against
all taxable property in the City, and have been pledged for such payment, within the limit
prescribed by law.
BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby
acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms
and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in
the official minutes and records of the governing body of the City, and agrees that the terms and
provisions of this Bond and the Ordinance constitute a contract between each Registered Owner
hereof and the City.
IN WITNESS WHEREOF, the City has caused this Bond to be signed with the manual
*r facsimile signature of the Mayor of the City and countersigned with the manual or facsimile
signature of the City Secretary and has caused the official seal of the City to be duly impressed, or
placed in facsimile, on this Bond.
City Secretary
(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)
01, or in excnange.Lor, anolic,
was approved by the Attorney General of the State of Texas and registered by the Comptroller of
Public Accounts of the State of Texas.
THE BANK OF NEW YORK
MELLON TRUST COMPANY,
NATIONAL ASSOCIATION
Paying Agent/Registrar
A —
Authorized Representative
ASSIGNMENT
Please insert Social Security or Taxpayer
Identification Number of Transferee
(Please print or typewrite name and address,
including zip code, of Transferee)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
. • to register the transfer • the
within Bond on the books kept for registration thereof, with full power of substitution in the
premises.
NOTICE- Signature(s) must be
guaranteed by a member firm •
the New York Stock Exchange •
12
GTO WN\GO\15: Ordinance
NOTICE- The signature above
• the Registered • as it
• • or
or •-
• • •
! e 3-70-.]Nitsm. 41411
I hereby certify that this Bond has been examined, certified as to validity, and approved by
the Attorney
•.. _._ ofthe Stateof Texas,• i thatthisBond has been -_. ! is the
Comptroller of Public Accounts of of
I
It ' • •
of of
The Initial Bond shall be in the form set forth in this Section, except that:
A. immediately under the name of the Bond, the headings "INTEREST RATE" and
"MATURITY DATE" shall both be completed with the words "As shown below" and
"CUSIP NO." shall e deleted.
II the first paragraph shall be deleted and the following will be inserte&-
MATURITY"ON THE 1 BELOW, - City of c• •- o
being a political subdivision,-• promises to pay to
called the Registered Owner
specified above, or registered assigns (hereinafter -• • of
years on August 15 in the principal installments an•bearing •
forther annum rates set
• • a schedule -
WW
0 a 360 -day year of twelve 30 -day months) trom Me 111111al aale 01 U0111req, 01 tire; -8,11IIIIN dt, L[i
respective Interest Rate per annum specified above. Interest is payable on February 15, 2016 and
13
GTO W N\GO\15: Ordinance
semiannually on each February 15 and Auaust 15 thereafter to the date of payment of the principal
installment specified above; except, that if this Bond is required to be authenticated and the date
shall bear interest trompaymem a, •:. -• . - a:, is :•.
allowancesuch date of authentication is after any Record Date but on or before the next following interest
payment date, in which case such principal amount shall bear interest from such next following
interest payment date; provided, however, that if on the date of authentication hereof the interest
on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid,
then this Bond shall bear interest from the date to which such interest has been paid in full."
Section 6. TAX LEVY. (a) Pqyment,,of the Bonds. A special Interest and Sinking
Fund (the "Interest anTSinking Fund") is hereby created solely for the benefit of the Bonds, and
the Interest and Sinking Fund shall be established and maintained by the City at an official
depository bank of the City. The Interest and Sinking Fund shall be kept separate and apart from
all other funds and accounts of the City, and shall be used only for paying the interest on and
principal of the Bonds. All ad valorem taxes levied and collected for and on account of the Bonds
shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year
while any of the Bonds or interest thereon are outstanding and unpaid, the governing body of the
City shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient to
raise and produce the money required to pay the interest on the Bonds as such interest comes due,
and to provide and maintain a sinking fund adequate to pay the principal of the Bonds as such
fund each year); and the tax shall be based on the latest approved tax rolls of the City, with full
of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property
in the City for each year while any of the Bonds or interest thereon are outstanding and unpaid;
�wri U&* XT as the credit of the Interest
a Sinking Fund. The ,• valorem taxes sufficient to provide f• payment of
and principal of the Bonds, as such interest comes due and such principal matures, are hereby
pledged for such payment, within the limit prescribed by law. Accrued interest on the Bonds, if
any, shall be deposited in the Interest and Sinking Fund.
Wppaymei
due date or dates be by reason of maturity, upon redemption, or otherwise) either (i) shall have
,
14
GTOWN\GO\15: Ordinance
• •f' . •- r- .•- • � • a a- a _a • � f'
f • _ i • r. • i f �i 'r i• r
r � •- •- -r a i. .r - f • .• e " r_ • ,r •
-f i • r'• ! a e • r. r - f' •. r • - f
• • r. � e a -r • - a f • e i- _ai
• e - r i. • i ' e. ' • e i' 'a -a •
r r r,• e • • r - e !- - a- r - •
., • i • • • • e r, r i a, •' • i r
r a - -� r' ,ai -f 'r a -r • • i. f,
• � e+ a �. 'r si i • -a` :! • •• • e
r f • • a i• f • • f i • r • -r -
15
GTO WN\GO\15: Ordinance
exercise of the option to redeem the Defeased Bond and the effect of the redemption is taken into
account in determining the sufficiency of the provisions made for the payment of the Defeased
Bond.
As used herein, "Defeasance Securities" means (i) Federal Securities, (ii) noncallable
AT of the If-tited
NOWNWO Mo WIIN
to investment quality by a nationally recognized investment rating firm not less than "AAA" or its
equivalent, (iii) noricallable obligations of a state or an agency or a county, municipality, or other
political subdivision of a state that have been refunded and that, on the date the City adopts or
approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the
fi�miing*f ar. eser*w ti, effect-che tefegs?,nice-itf tke V+rvis, ?.re r2tet 2s t*1
nationally recognized investment rating firm no less than "AAA" or its equivalent and (iv) any
other then authorized securities or obligations under applicable Texas law that may be used to
defease obligations such as the Bonds.
"Federal Securities" as used herein means direct, noncallable obligations of the Unit
States of America, including obligations that are unconditionally guaranteed by the United Stat]
of America.
sToien, or aestroyeu, Tne f aying -1gML/fWg1SLfdF SlIall CULSU VOT0
a new Bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated,
lost, stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter provided.
(b) Application for Eeplacement Bonds. Application for replacement of damaged,
mutilated, lost, stolen, or destroyed Bonds shall be made by the Registered Owner thereof to the
Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the oRegistered
-A revilie-Papping-A�u, =tgistrai-
11 ir 4(trw-iW
such security or indemnity as may be required by them to save each of them harmless from any
loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond,
the Registered Owner shall furnish to the City and to the Paying Agent/Registrar evidence to their
satisfaction of the loss, theft, or destruction of such Bond, as the case may be. In every case of
damage or mutilation of a Bond, the Registered Owner shall surrender to the Paying
Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the
event any such Bond shall have matured, and no default has occurred which is then continuing in
-VT*1pVT1TT-4--t * *wwftwT#T"s W#W,41jfti-W#- if an5L or interest on the Bond: CijLAMma,,,,,
authorize the payment of the same (without surrender thereof except in the case of a damaged or
mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is
furnished as above provided in this Section.
16
GTOWN\GO\15: Ordinance
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement Bond,
the Paying Agent/Registrar shall charge the Registered Owner of such Bond with all legal,
printing, and other expenses in connection therewith. Every replacement Bond issued pursuant to
the provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall
constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed Bond
this Ordinance equally and proportionately with any and all other Bonds duly issued under this
(e) Authority for Issuing Replacement Bonds. In accordance with Subehapter B of Texas
Government Code, Chapter 1206, this Section of this Ordinance shall constitute authority for the
issuance of any such replacement Bond without necessity of ftirther action by the governing body
of the City or any other body or person, and the duty of the replacement of such Bonds is hereby
authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall
authenticate and deliver such Bonds in the form and manner and with the effect, as provided in
Section 4(a) of this Ordinance for Bonds issued in conversion and exchange for other Bonds.
or placed in facsimile, on such Certificate. The approving legal opinion of the City's Bond Counsel
and the assigned CUSIP numbers may, at the option of the City, be printed on the Bonds issued
and delivered under this Ordinance, but neither shall have any legal effect, and shall be solely for
the convenience and information of the Registered Owners of the Bonds. In addition, if bond
insurance or other credit enhancement is obtained, the Bonds may bear an appropriate legend.
Section 10. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THE BONDS. (a) Covenants. The City covenants to take any action necessary to assure, or
refrain from any action which would adversely affect, the treatment of the Bonds as obligations
described in section 103 of the Internal Revenue Code of 1986, as amended (the "'Code"), the
interest on which is not includable in the "gross income" of the holder for purposes of federal
income taxation. In ftirtherance thereof, the City covenants as follows -
or refinanced therewith are so used, such amounts, whether or not received by the City,
with respect to such private business use, do not, under the terms of this Ordinance or any
underlying arrangement, directly or indirectly, secure or provide for the payment of more
17
than 10 percent of the debt service on the Bonds, in contravention of section 141 (b)(2) o'.
the Code-,
(2) to take any action to assure that in the event that the "private business use'
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or t i
Refunded Obligations or the projects financed or refinanced therewith (less amount
deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for �
"private business use" which is "related" and not "disproportionate," within the meaning o
section 141(b)(3) of the Code, to the governmental use;
(3) to take any action to assure that no amount which is greater than the lesse
of $5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into
reserve fund, if any) is directly or indirectly used to finance loans to persons, other tha
state or local governmental units, in contravention of section 141(c) of the Code;
(4) to refrain from taking any action which would otherwise result in the Bond
being treated as "private activity bonds" within the meaning of section 141 (b) of the Cod(
(5) to refrain from taking any action that would result in the Bonds bein•
"federally guaranteed" within the meaning of section 149(b) of the Code-,
(6) to refrain from using any portion of the proceeds of the Bonds, directly•
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquil
investment property (as defined in section 148(b)(2) of the Code) which produces
P_te:m 4if -Vt e B-oT&,--aati2nw,—Amert-propert-j-wqum•
(A) proceeds of the Bonds invested for a reasonable temporary period of
9, years or less or, in the case of a reftinding bond, for a period of 90 days,
(B) amounts invested in a bona fide debt service fund, within the
meaning of section 1.148-1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or
replacement fund to the extent such amounts do not exceed 10 percent of the
proceeds of the Bonds;
(7) to otherwise restrict the use of the proceeds of the Bonds or amounts treateii
is proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage) and, to th*
extent applicable, section 149(d) of the Code (relating to advance refandings); and
(8) to pay to the United States of America at least once during each five-year
period (beginning on the date of delivery of the 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
18
GTOWN\GO\I 5: Ordinance
paid in full, 100 percent of the amount then required to be paid as a result of Excess
Earnmas under section 148(f) of the Code.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (8), a
"Rebate Fund" is hereby established by the City for the sole benefit of the United States of
America, and such fund shall not be subject to the claim of any other person, including without
limitation the bondholders. The Rebate Fund is established for the additional purpose of
compliance with section 148 of the Code.
(c) Proceeds. The City understands that the term "proceeds" includes "disposition
proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred
proceeds (if any) and proceeds of the refunded bonds not expended prior to the date of issuance of
the Bonds. It is the understanding of the City that the covenants contained herein are intended to
assure compliance with the Code and any regulations or rulings promulgated by the U.S.
Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter
promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the City
to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the
exemption from federal income taxation of interest on the Bonds under section 103 of the Code.
In the event that regulations or rulings are hereafter promulgated which impose additional
requirements which are applicable to the Bonds, the City agrees to comply with the additional
requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to
preserve the exemption from federal income taxation of interest on the Bonds under section 103
of the Code. In furtherance of such intention, the City hereby authorizes and directs the City
Manager or Chief Financial Officer of the City to execute any documents, certificates or reports
required by the Code and to make such elections, on behalf of the City, which may be permitted
by the Code as are consistent with the purpose for the issuance of the Bonds' This Ordinance is
intended to satisfy the official intent requirements set forth in Section 1.150-2 of the Treasury
Regulations.
(d) AllocatioOf, and Limitation On, Expenditures for the Proje . The City covenants
y, tezets-z-,4
described in Section I of this Ordinance (the 'Project") on its books and records in accordance
with the requirements of the Code. The City recognizes that in order for the proceeds to be
considered used for the reimbursement of costs, the proceeds must be allocate to expen es
within 18 months of the later of the date that (1) the expenditure is made, or (2) the Project is
completed; but in no event later than three years after the date on which the original expenditure
is paid. The foregoing notwithstanding, the City recognizes that in order for proceeds to be
expended under the Code, the sale proceeds or investment earnings must be expended no more
than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Bonds, or (2) the
date the Bonds are retired. The City agrees to obtain the advice of nationally -recognized bond
counsel if such exiwenditure fails to com�,�,, with the foregoing to assure that such expenditure will
not adversely affect the tax-exempt status of the Bonds. For purposes hereof, the City shall not be
obligated to comply with this covenant if it obtains an opinion that such failure to comply will not
adversely affect the excludability for federal income tax -purposes from gross income of the
i-iferest.
19
GTOWN\GO115: Ordinance
t—N01
Disposition of Projec . The City covenants that the property constituting the pr
—dispos
�kl2zm�I If �se sed"
a transaction resulting in the receipt by the City of cash or other compensation, unless the City
obtains an opinion of nationally -recognized bond counsel that such sale or other disposition will
not adversely affect the tax-exempt status of the Bonds. For purposes of the foregoing, the portion
of the property comprising personal property and disposed in the ordinary course shall not be
treated as a transaction resulting in the receipt of cash or other compensation. For purposes hereof,
ene-eft"ft'-d-1-n'tt
to comply will not adversely affect the excludability for federal income tax purposes from gross
income of the interest.
Section 11. SALE OF BONDS. The Bonds are hereby awarded and sold to the bidder
whose bid produced the lowest true interest cost, pursuant to the taking of public bids therefor, on
this date, and shall be delivered to Fidelity Capital Markets (the initial "Purchaser") at a price of
$4,428,260.71 (representing the par amount of the Bonds plus an initial reoffering premium of
$83,260.71). It is hereby officially found, determined and declared that the terms of this sale are
the most advantageous reasonably obtainable and are in the best interest of the City. The Bonds
shall initially be registered in the name of Fidelity Capital Markets.
Section 12. DEFAULT AND REMEDIES. (a) Events of Default. Each of the
p� r�A to be an Event
of Default:
(i) the failure to make payment of the principal of or interest on any of the
Bonds when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement
or obligation of the City, the failure to perform which materially, adversely affects the
rights of the Registered Owners of the Bonds, including, but not limited to, their prospect
or ability to be repaid in accordance with this Ordinance, and the continuation thereof for
a period of 60 days after notice of such default is given by any Registered Owner to the
city.
(b) Remedies for Default.
W Upon the happening of any Event of Default, then and in every case, any
2n 9_W�6- but not limited to, a
trustee or trustees therefor, may proceed against the City, or any official, officer or
employee of the City in their official capacity, for the purpose of protecting and enforcing
the rights of the Registered Owners under this Ordinance, by mandamus or other suit,
action or special proceeding in equity or at law, in any court of competent jurisdiction, for
any relief permitted by law, including the specific performance of any covenant or
agreement contained herein, or thereby to enjoin any act or thing that may be un awfu or
in violation of any right of the Registered Owners hereunder or any combination of such
remedies.
20
GTOWN\GO\15: Ordinance
(ii) It is provided that all such proceedings shall be instituted and maintained for
the equal benefit of all Registered Owners of Bonds then outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any
other available remedy or remedies, but each and every such remedy shall be cumulative
iCLAAMIL
provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall
not be available as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed
a waiver
• any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Ordinance, such
Registered Owner agrees that the certifications required to effectuate any covenants or
City
• the City Council.
(iv) None of the members of the City Council, nor any other official or officer,
agent, or employee of the City, shall be charged personally by the Registered Owners with
any liability, or be held personally liable to the Registered Owners under any term or
provision of this Ordinance, or because of any Event of Default or alleged Event of Default
under this Ordinance.
Section 13. APPROVAL OF PAYING AGENUREGISTRAR AGREEMENT,
LETTER OF REPRESENTATIONS AND OFFICIAL STATEMENT. Attached hereto as
Exhibit "A" is a substantially final form of Paying Agent/Registrar Agreement. Each the Mayor,
the City Manager and the Chief Financial Officer of the City are hereby authorized to amend,
complete or modify such agreement as necessary and are further authorized to execute such
agreement.
The City confirms execution of a Blanket Issuer Letter of Representations with DTC
establishing the i•• System which will be utilized with respect to the i•
The City hereby approves the form and content of the Notice of Sale and Preliminary
Official Statement and 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
21
GTOWN\GO\1 5: Ordinance
Statement were and are "deemed final" (as that term is defined in 17 C.F.R. Section 240.15c-12)
as of their respective dates.
Section 14. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports.
The City shall provide annually to the MSRB, (1) within six months after the end of each fiscal
year of the City ending in or after 2015, financial information and operating •. with respect to
the City
• the general type included in the final Official Statement authorized • Section 13 •
this Ordinance, being information of the type described in Exhibit "B" hereto, including financial
statements of the City if audited financial statements of the City are then available, and (2) if not
h financial information and operatin, data, audited financial statements of
ii Me �_ILJ' CU11111116slulis Mi M24-1jigi I Jul 1 1
period during which they must • provided. If the audit • such financial statements is not
complete within 12 months after any such fiscal year end, then the City shall file unaudited
financial statements within such 12 -month period and audited financial statements for the
applicable fiscal year, when and if the audit report • such statements becomes .•'
If the City changes its fiscal year, it will notify the MSRB of the change (and of the date
e Cf_t,,- otherwise would be re�iruired to
provide financial infonnation and operating data pursuant to this Section.
The financial information and s•- data to •- provided • to this Section may
be set forth in full in one or more • or may •- included • specific reference to any
document that is available to the public on the MSRBs internet web site or filed with the SEC. All
documents provided to the MSRB pursuant to this Section shall be accompanied by identifying
information as prescribed • the MSRB.
(b) Event Notices. The City shall notify the MSRB, in an electronic format as
tjLiweiimte Ml.te_�ISRB in a timelp manner not in excess of ten business days after the occurrence
of the event, • any • the following events with respect to the Bonds -
A. Principal and interest payment delinquencies;
B Non-payment related defaults, if material within the meaning of the federal
securities laws;
C. Unscheduled draws on debt service reserves reflecting financial difficulties;
D. Unscheduled draws on credit enhancements reflecting financial difficulties;
E. Substitution of credit or liquidity providers, or their failure to perform;
22
GTOWN\GO\15: Ordinance
F. Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Forrn 5701-TEB) or other material notices or determinations with
respect to the tax-exempt status of the Bonds, or other events affecting the
tax-exempt status of the Bonds-,
G. Modifications to rights of holders of the Bonds, if material within the
meaning of the federal securities laws;
H. Bond calls, if material within the meaning of the federal securities laws and
tender offers;
ffll�W
J. Release, substitution, or sale of property securing repayment of the Bonds,
if material within the meaning of the federal securities laws;
L. Bankruptcy, insolvency, receivership or similar event of the City;
M. The consummation of a merger, consolidation 'or acquisition involving the
City or the sale o • bo
f all or sustantially all•f the assets of the City, other than
in the ordinary course of business, the entry into a definitive agreement to
undertake such an action or the termination of a definitive agreement
relating to any such actions, other than pursuant to its terms, if material
within the meaning of the federal securities laws; and
N. Appointment of a successor or additional trustee or the change of name of
a trustee, if material within the meaning of the federal securities laws.
The City shall notify the MSRB, in an electronic format as prescribed by the MSRB, in a
timely manner, of any failure by the City to provide financial information or operating data in
accordance with subsection (a) of this Section by the time required by such subsection. All
documents provided to the MSRB pursuant to this Section shall be accompanied by identifying
information as prescribed by the MSRB.
..........
Ordinance that causes the Bonds no longer to be outstanding.
- W -ow Mau,
ot tne i5onas, unu notning in LITIN Scu 1, OSS 41f 1111P111eq-, sliml gry C �fff-
equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide
23
GTOWN\GO\15: Ordinance
a Ell
of
by any • provision • this Ordinance that ai Inonzes sucn an amenuilluin) U1 L11c; I#Amiu •
Bonds consents to such amendment or (b) a person that is unaffiliated with the City (such as
nationally recognized bond counsel) determines that such amendment will not materially impair
the interest of the holders and beneficial owners of the Bonds. If the City so amends the provisions
of this Section, it shall include with any amended financial information or operating data next
provided in accordance with paragraph (a) of this Section an explanation, in narrative form, of the
reason for the amendment and of the impact of any change in the type of financial information or
operating data so provided. The City may also amend or repeal the provisions of this continuing
disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court
of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to
91
GTOWN\GO\15: Ordinance
the extent that the provisions of this sentence would not prevent an underwriter from lawfully
purchasing or selling Bonds in the primary offering of the Bonds.
(d) Definitions. As used in this Section, the following terms have the meanings ascribed
to such terms below:
Section 15. AAIENDMENT OF ORDINANCE. The City hereby reserves the right ?T,
• this • subject • the following terms and conditions, • I
(a) The Ci may from time to time, without the consent of any holder, except as
ity
otherwise required by paragraph (b) below, amend or supplement this Ordinance in order to (i)
.•
7 7TTorne=yy7en-erai oi Tne MaTe oi I exas, or �vii) 7770 MYT 191UR
questions arising under this Ordinance as shall not be inconsistent with the provisions of this
Ordinance and that shall not in the opinion of the City's Bond Counsel materially adversely affect
the interests of the holders.
(b) Except as provided in paragraph (a) above, the holders of Bonds aggregating in
principal amount 5 1 % of the aggregate principal amount of then outstanding Bonds that are the
r -ght f
i rom, time to time to approve any_amendmerA
consent of 100% of the holders in aggregate principal amount of the then outstanding Bonds,
nothing herein contained shall permit or be construed to permit amendment of the terms and
conditions of this Ordinance or in any of the Bonds so as to -
/1) Make any change in the maturity of any of the outstanding Bonds;
(2) Reduce the rate of interest borne by any of the outstanding Bonds;
(3) Reduce the amount of the principal of, or redemption premium, if any,
payable on any outstanding Bonds;
(4) Modify the terms of payment of principal or of interest or redemption
premium on outstanding Bonds or any of them or impose any condition with respect
to such payment; or
25
GTO WN\GO\15: Ordinance
(5) Change the minimum percentage of the principal amount of any series of
Bonds necessary for consent to such amendment.
(c) If at any time the City shall desire to amend this Ordinance under this Section, the
0] 4 It 2 Lyi tered owner of the affected Bonds a coDy of the
Now
a 6
so
0. W. 1211K. Is WINE 2 1 IN 1
hacL Tor Me payment oi pliwnllpl? MI orr-niteros VIRT-04-11A rc I
this Ordinance against any official of the City or any person executing any Bonds.
Section 17. FURTHER ACTIONS. The officers and employees of the City are hereby
authorized, empowered and directed from time to time and at any time to do and perform all such
acts and things and to execute ' acknowledge and deliver in the name and under the corporate seal
and on behalf of the City all such instruments, whether or not herein mentioned, as may be
necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Bonds,
the initial sale and delivery of the Bonds, the Paying Agent/Registrar Agreement and the Official
Statement * In addition, prior to the initial delivery of the Bonds, the Mayor, is hereby a rize
and directed to approve any changes or corrections to this Ordinance or to any of the instruments
authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity or
26
GTOWN\GO\15: Ordinance
mistake or properly or more completely document the transactions contemplated and approved by
this Ordinance and as described in the Official Statement or (ii) obtain the approval of the Bonds
by the Texas Attorney General's office.
In case any officer of the City whose signature shall appear on any Bond shall cease to be
such officer before the delivery of such Bond, such signature shall nevertheless be valid and
sufficient for all purposes the same as if such officer had remained in office until such delivery.
Section 18. INTERPRETATION& All terms defined herein and all pronouns used in
this Ordinance shall be deemed to apply equally to singular and plural and to all genders. The
titles and headings of the articles and sections of this Ordinance have been inserted for convenience
of reference only and are not to be considered a part hereof and shall not in any way modify or
restrict any of the terms or provisions hereof. This Ordinance and all the terms and provisions
hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the
validity of the Bonds and the validity of the lien on and pledge to secure the payment of the Bonds.
Section 19. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions,
or parts thereof, which are in conflict or inconsistent with any provisions of this Ordinance are
hereby repealed to the extent of such conflict and the provisions of this Ordinance shall be and
remain controlling as to the matters contained herein.
Section 20. INTERESTED PARTIES. Nothing in this Ordinance expressed or
implied is intended or shall be construed to confer upon, or to give to, any person or entity, other
Wad stered vnite 1106"1 WW"
Ahe
sole and exclusive benefit of the City and the registered owners of the Bonds.
Section 21. INCORPORATION OF RECITALS. The City hereby finds that the
statements set forth in the recitals of this Ordinance are true and correct, and the City hereby
incorporates such recitals as a part of this Ordinance.
Section 22. SEVERABILITY. The provisions of this Ordinance are severable-, and in
_r�qsg.zty & r, �rkiraggf 6g,;gj*jisjo_-ts o 6is Ordinance or the aDblication thereof to any person
MWOVIUMP't ITIM -sym -am 11 a Res M
CIML111SMUCt, UIC
any such invalid provision to persons or circumstances other than those as to which it is held
invalid shall not be affected thereby.
Section 23. EFFECTIVE DATE. This Ordinance shall become effect immediately
from and after its passage on first and final reading in accordance with Section 1201.028, Texas
Government Code, as amended.
Section 24. PERFECTION. Chapter 1208, Government Code, applies to the issuance
of the Bonds and the pledge of ad valorem taxes granted by the City under Section 6 of this
Ordinance, and such pledge is therefore valid, effective and perfected. If Texas law is amended at
27
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Chapter 9, Business & Commerce Code, then in order to preserve to the registered owners of the
Bonds the perfection of the security interest in said pledge, the City agrees to take such measures
as it determines are reasonable and necessary under Texas law to comply with the applicable
provisions of Chapter 9, Business & Commerce Code and enable a filing to perfect the security
interest in said pledge to occur.
nj
1-711 M 91
than $750 ' to the Attorney General of Texas Public Finance Division for payment of the
examination fee charged by the State of Texas for the Attorney General's review and approval of
public securities and credit agreements, as required by Section 1202.004 of the Texas Government
Code. The appropriate member of the City's staff is hereby instructed to take the necessary
measures to make this payment. The City is also authorized to reimburse the appropriate City
funds for such payment from proceeds of the Bonds.
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IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed
approved on the first and final reading on the 12th day of May, 2015. 1
Dale Ross, Mayor
City of Georgetown, Texas
Jes is Arettle, Cit;—Seeretary
Ar.
APIAN.
PRO D AS TO FO
Bridget Chap—man, Cit 'At6rney
Sigpg
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I WA Me I 1 .1
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MIUSIM __ . 6 EM
.1 1 1 1 . . I I I ,
The financial information and operating data with respect to the City to be providet,
mfv&l*a__in_accordanee with such Section are as sioecified I�and included in the AA*�endix P—N
under the headings of the Official Statement referred to) below:
(1) Table 1 - Valuation, Exemptions and Ad Valorem Tax Debt;
(2) Table 2 - Taxable Assessed Valuations by Category;
(3) Table 3 - Valuation and Ad Valorem Tax Debt History-,
(4) Table 4 - Tax Rate, Levy and Collection History;
(5) Table 5 - Ten Largest Taxpayers;
(6) Table 8 - Pro -Forma Ad Valorem Tax Debt Service Requirements;
(7) Table 10 — Authorized But Unissued General Obligation Bonds; and
(8) Appendix B.
Accounting Principles
The accounting principles referred to in such Section are the accounting principl
described in the notes to the financial statements referred to in the paragraph above. i
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