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HomeMy WebLinkAboutORD 2015-29 - Cert of Obligation 2015[111111 111'9111 111fiffifIff"IME THE STATE OF TEXAS COUNTY OF WILLIAMSON CITY OF GEORGETOWN We, the undersigned officers and members of the City of Georgetown, Texas (the "City"), hereby certify as follows: 1 . The City Council of the City convened in REGULAR MEETING ON THE 12TFI DAY OF MAY, 2015, at Council Chambers, 101 E. 7th Street, Georgetown, Texas vd-tte-ttbers *fAe CiV. to -W e r sa iv. to w Dale Ross, Mayor Rachel Jonrowe, Mayor Pro Tem, Councilmember District Patty Eason, Councilmember District I Keith Brainard, Councilmember District 2 John Hesser, Councilmember District 3 Steve Fought, Councilmember District 4 Jerry Hammerlun, Councilmember District 5 Tommy Gonzalez, Councilmember District 7 and all of the persons were present, except the following absentees: 4) thus constituting a quorum. Whereupon, among other business, the following was transacted at the Meeting: a written oil was duly introduced for the consideration of the City Council. It was then duly moved and seconded that the Ordinance be passed on first reading; and, after due discussion, said motion carrying with it the passage of the Ordinance, prevailed and carried by the following vote: AYES: t -A NOES: W GTO WN\CO\2015: OrdCert 2. A true, full and correct copy of the Ordinance passed at the Meeting described in has been duly recorded in the City Council's minutes ot the ITTleeting; that tile above and foregoing paragraphs are a true, full and correct excerpt from the City Council's minutes of the Meeting pertaining to the passage of the Ordinance-, that the persons named in the above and foregoing paragraphs are the duly chosen, qualified and acting officers and members of the City Council as indicated therein; that each of the officers and members of the City Council was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the Meeting, and that the Ordinance would be introduced and considered for passage at the Meeting, and each of the officers and members consented, in advance, to the holding of the Meetings for such purpose, and that the Meeting 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. 3. The Mayor of the City has approved and hereby approves the Ordinance; that the Mayor and the City Secretary of the City have duly signed the Ordinance; and that the Mayor and the City Secretary of the City hereby declare that their signing of this Certificate shall constitute 'the signing of the attached and following copy of the Ordinance for all purposes. GTOWN\CO\2015: OrdCert I w a le--\ City S cretary [CITY SEAL] GTO WN\CO\2015: OrdCert Mayor GTOWN/CO/2015: Ordinance OR Recitals............................................................................................................................................ I Section 1. RECITALS AND PURPOSE OF THE CERTIFICATES ............. ........................ 2 Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND MATURITIES OF CERTIFICATES .......................................2 Section3. INTEREST .............................................................................................................. 3 Section 4. CHARACTERISTICS OF THE CERTIFICATES ................................................. 3 Section5. FORM OF CERTIFICATE ..................................................................................... 7 Section 6. INTEREST AND SINKING FUND ..................................................................... 15 Section7. REVENUES .......................................................................................................... 16 Section 9. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATES .................................................................... 17 Section 10. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED...18 �,ection 11. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE CERTIFICATES ................................................................ 18 Section 12. SALE OF CERTIFICATES .................................................................................. 21 GTOWN/CO/2015: Ordinance Section 19. DEFAULT AND REMEDIES _._'-_.---....~.-_..,.~..._..,.,....—.--..2l Section 14. INTEREST EARNINGS ON CERTIFICATE PROCEEDS ................................ 22 Section 15. APPROVAL OF PAYING TETTER OF REPRESENTATIONS AND OFFICIAL S .,--...._--'.-.~..,.^-_,.—.--.-.~.....-.,..~,23 Section 16. CONTINUING DISCLOSURE UNDERTAKING .............................................. 23 Section 17. AMENDMENT OF ORDINANCE ...—..~..—.—~.^.—_.—'-_-,....,..-.~_2h Section 18, NO RECOURSE AGAINST CITY OFFICIALS ................................................. 28 Section19. FURTHER ACTIONS ........................................................................................... 18 Section 20. INTERPRETATIONS --~._..--.~.---....-_~.-.-._..'.-..-__'...~.,^.^2& Section 21. INCONSISTENT PROVISIONS .......................................................................... 28 Section 22. INTERESTED PARTIES ...................................................................................... 2& Section 23. INCORPORATION OF RECITALS ..........—.—......--_-....._.._.........29 Section 24. SEVERABILITY^_.._,._,,.,^.,_~,,._..__,.,___.,,_. -~,,_,^,,_,,.~.,,.,,29 Section 25. EFFECTIVE DATE .............................................................................................. 29 Section 26. PERFECTION -...',,.^.'~~^.'^''~^~'---'~'^'—`—~~^`'—^^^'~-`---^-^'^^^~~~~`2y Section 27. PAYMENT OF ATTORNEY GENERAL FEE .......................................... °~~~Z9 Exhibit A Paying Agent/Registrar Agreement Exhibit Description of Annual Financial Information ii GTOWN/CO/2015: Ordinance THE STATE OF TEXAS COUNTY OF WILLIAMSON CITY OF GEORGETOWN WHEREAS, the City Council of the City of Georgetown, Texas (the "Ci ") deems it advisable to issue certificates of obligation in the amount of $6,990,000 (the "Certificates") and W-011,•Wmal W&RI"IMPAR ELF 10 incurred in connection therewith including the costs of issuing the Certificates-, and WHEREAS, the Certificates hereinafter authorized and designated are to be issued and Local Government Code, as amended, and Section 1502.052, Texas Government Code, as amended; and WHEREAS, on March 24, 2015, the City Council passed a resolution authorizing and directing the City Secretary to give notice of intention to issue Certificates; and WHEREAS, the notice was published on April 1, 2015 and April 8, 2015 in 11 the Williamson County Sun, a newspaper of general circulation in the City and a "newspaper as defined in Section 2051.044, Government Code; and WHEREAS, the City has not received a petition from the qualified electors of the City protesting the issuance of the Certificates-, and GTOWN/CO/2015: Ordinance WHEREAS, it is herebyofficially found and determined Ordinance w. passed was4t` to the public, and public notice of _ time, place . • purpose • said meeting was given, all as required by Chapter 5 5 1, Texas Government Code; and WHEREAS, it is considered to be in the best interest of the City that the interest bearin Certificates be issued. `, THEREFORE,BE • BY OF GEORGETOWN, Section 1. RECITALS PURPOSE OF THE CERTIFICATES. (a) Th forthrecitals set preamble hereof are incorporated by same force and effect as if set forth in this Section. The Certificates of the City of Georgetown Texas (the "City") are hereby authorized to be issued and delivered in the aggregate pnincip amount of $6,990,000 (the "Certificates"), the payment in whole or in part of contractua obligations incurred or to be incurred for- (1) constructing, improving, extending, expanding an including purchasing any necessary right-of-way and equipment- (2 upgrading City si • • i i • e i a •r ° •i facilitiest' ° p-rovements and fue farm; (3) constructing, improving, upgra ing and equipping City park and recreational buildi . ng • facilities, including• •e' and Splash •a•; (4) constructing, improvin extending, expanding and upgrading the City's storm water drainage facilities, including.Smi Branch remediation program; (5) constructing, improving, renovating, expanding and equippin City buildings a • facilities including a •Service f purchase ofvehicles ani • other such costs'• in connection• 'the costsof s the Certificate a,) Vision Statement. The City Council• • of Ordinance and issuance of the Certificates complies with the Vision Statement of the City. Section r DATE, DENOMINATIONS,NUMBERS, issuedMATURITIES OF CERTIFICATES. Each Certificate pursuant to this Ordinance be designated: "CITY OF GEORGETOWN, TEXAS COMBINATION TAX AND REVENIJ CERTIFICATE OF OBLIGATION, SERIES 2015", and initially there shall be issued, sold, an(I delivered hereunder fully registered Certificates, withoutdated May 1, 2015, respectivedenominations r • principal amounts- -• numbered consecutivel from R-1 upward (except the initial Certificate delivered to the Attorney General of the State Texas which shall be numbered T-1), payable to the respective initial registered owners there (as designated in Section 12 hereof), or to the registered assignee or assignees of said Certificat or any portion or portions thereof (in each case, the "Registered Owner"), and said Certificat shall mature and be payable serially on August 15 in each of the years and in the principal amount respectively, as set forth in the following schedule: GTOWN/CO/2015: Ordinance YEAR AMOUNT A AMOUNT 2016 $330,000 2026 $285,000 2017 390,000 2027 285,000 2018 390,000 2028 290,000 2019 395,000 2029 310,000 2020 400,000 2030 315;000 2021 405,000 2031 325,000 2022 420,000 2032 335,000 2023 330,000 2033 340,000 2024 350,000 2034 2025 360,000 2035 735,000 The term "Certificates" as used in this Ordinance shall mean and include collectively the Certificates initially issued and delivered pursuant to this Ordinance and all substitute Certificates exchanged therefor, as well as all other substitute certificates and replacement Certificates issued pursuant hereto, and the term "Certificate" shall mean any of the Certificates. Section 3. INTEREST. The Certificates scheduled to mature during the years, respectively, • below shall bear interestfrom - dates specified in the FORM, -W their resyective dates of maturit, or redemption prior to maturity at the followingper annum: YEAR RATE YEAR 2016 2.000% 2026 2017 2.000 2027 2018 2.000 2028 2019 2.000 2029 2020 2.000 2030 2021 3.000 2031 2022 5.000 2032 2023 5.000 2033 2024 5.000 2034 2025 5.000 2035 Ft Interest shall be payable in the manner provided . • on - dates . -• in the FORM• forth45 CERTIFICATE set Ordinance. Section 4. CHARACTERISTICS OF THE CERTIFICATES. (a) Registration, Transfer, Conversion and Exchange; Authentication. The City shall keep or cause to be kept at The Bank of New York Mellon Trust Company, N.A., (the "Paying Agent/Registrar") books or records for the registration of • • and exchange of R tes (the and exchanges under such reasonable regulations as the City and Paying Agent/Registrar may GTOWN/CO/2015o Ordinance exchanges as herein provided. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the Registered Owner of each Certificate to which payments with respect to the Certificates shall be mailed, as herein provided; but it shall be the duty of each Books contidential and, unless ottieri other entity. The Paying Agent/Registrar shall make the Registration Books available within the State of Texas. The City shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Certificate or Certificates. Registration of assignments, transfers, conversions and exchanges of Certificates shall be made in the manner provided and with the effect stated in the FORM OF CERTIFICATE set forth in this Ordinance. Each substitute Certificate shall bear a letter and/or number to distinauish it ftorn each other Certificate. Except as provided in Section 4(c) of this Ordinance, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Certificate, date and manually sign 6 -mit no such Certificate shall be deemed to be issued or outstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all paid Certificates and Certificates surrendered for conversion and exchange. No additional ordinances, orders, or resolutions need be passed or adopted by the governing body of the City or any other body or person so as to accomplish the foregoing conversion and exchange of any Certificate or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and deli i very of I *r d aid Certificates shall be printed or execution L I MT and enforceable in the same manner and with the same effect as the Certificates which initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General and registered by the Comptroller of Public Accounts. (b) PUme of Certificates and Interest. The City hereby ftuther appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Certificates, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the City and the Paying Agent/Registrar with respect to the Certificates, and of all conversions and exchanges of Certificates, and all replacements of Certificates, as provided in this Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the past due interest shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Registered Owner appearing on the 4 Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. (e) In General. The Certificates (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Certificates to be payable only to the Registered Owners thereof, (ii) may be redeemed prior to their scheduled maturities (notice of which shall be given to the Paying Agent/Registrar by the City at least 45 days prior to any such redemption date), (iii) may be converted and exchanged for other Certificates, (iv) may be transferred and assigned, (y) shall have the characteristics, (vi) shall be signed, sealed, executed 2 -ti auVte-rt='1e4.. (vii) Ae nri-tci-oal of and interest on the Certificates shall be Payable, and (viii) I- No Mim _1� TOT responsiDIRLICS ITIM FCSPiUUL LO UCW,-MA-7)a�_ M -WTt70_ as required or indicated, in the FORM OF CERTIFICATE set forth in this Ordinance. The Certificates initially issued and delivered pursuant to this Ordinance are not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Certificate issued in conversion of and exchange for any Certificate or Certificates issued under this Ordinance the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF CERTIFICATE. (d) Substitute PMing Agent/Registrar. The City covenants with the Registered Owners ® the Certificates that at all times while the Certificates are outstanding the City will provide a competent and legally qualified bank, trust company, financial institution, or other agency to act iff the Certificates under this Ordinancq_ and that the Paying Agent/Registrar will be one entity. The City reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 30 days written notice to the Paying Agent/Registrar, to be effective at such time which will not disrupt or delay payment on the next principal or interest payment date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the City covenants that promptly it will appoint a competent and legally qualified bank, trust company financial institution, or other a ency to act 9 as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, g_"entRegistrar ymm_v_t1-,, shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Certificates, to the new Paying Agent/Registrar designated and appointed by the City. Upon any change in the Paying Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of the Certificates, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. (e) Book -Entry -Only System. The Certificates issued in exchange for the Certificates initially issued as provided in Section 4(h) shall be issued in the form of a separate single fully registered Certificate for each of the maturities thereof registered in the name of Cede & Co. as hereof, all of the Outstmdinr icatew 4 Certif shall be registered in the name of Cede & Co., as nominee of DTC. GTOWN/CO/2015: Ordinance 5 (f) Successor Securities Depositoly-, Transfer Outside Book--E—ntr-Y-OnIY SYstem. in the event that the City determines to discontinue the book -entry system through DTC or a s-amesmi-*r �hwr �rpg ij) the City shall either (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Certificates to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Certificates and transfer one or more separate Certificates to DTC Participants having Certificates credited to their DTC accounts. In such event, the Certificates shall no longer be restricted to being registered in the Registration Books in the name of _•- & Co., as nominee of DTC, but may be registered in the name of the successor GTOWN/CO/2015: Ordinance 6 Eel wluv- 11 wkw" i r names Re gistere.i $21120JOR1011 (g) Pqyments to Cede & CO. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Certificate is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Certificate r w-- �, Agt. tificate- shall b e m ad e and gi v e n , re s aQeut i —ye Ir y, i n th e m anne r provided in the Blanket Representation of the City to DTC. (h) initial Certificate. The Certificates herein authorized shall be initially issued as fully registered certificates, being one certificate for each maturity in the denomination of the applicable principal amount and the initial Certificate shall i.....-• _...., in the name of the initial purchaser or the designees thereof as set forth in Section 12 hereof. The initial Certificate shall be the Certificate submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial purchaser. Immediately after the delivery of the initial Certificate, the Paying Agent/Registrar shall cancel the initial Certificate delivered hereunder and exchange therefor Certificates in the form of a separate single fully registered Certificate for each of the maturities thereof registered in the name of Cede & Co., as nominee of DTC and except as Ili vided in Section 4�� i , all of the outstandinj Certificates shall be registered in the name of Cede & Co., as nominee of DTC. Section 5. FORM OF CERTIFICATE. The form of the Certificate, including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Certificates initially issued and delivered pursuant to this Ordinance, shall be, are permitted or required by this Ordinance. NO. R- UNITED STATES OF AMERICA PRINCIPAL A Q STATE OF TEXAS AMOUNT COUNTY OF WILLIAMSON $ CITY OF GEORGETOWN, TEXAS COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION, SERIES 2015 MEMM W.." F., 11 y DATEOF GTOWN/CO/2015: Ordinance 7 Nil or Certilicafes, ii an1j, T17 Tj.LjjUjj Llll;i has not been paid, then this Certificate shall bear interest from the date to which such interest has been paid in full. Notwithstanding the foregoing, during any period in which ownership of the Certificates is determined only by a book entry at a securities depository for the Certificates, any payment to the securities depository, or its nominee or registered assigns, shall be in e in accordance with existing arrangements between the City and the securities depository. THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Certificate shall be paid to the Registered Owner hereof upon presentation and surrender of Tfr n ie te fixed for its redem-Dtionprior to maturity, at The Bank —01 GTOWN/CO/2015: Ordinance 8 no suc a ay' ga o close-, and payment on such date shall have the same force and effect as if made on the origin date payment was due. THIS CERTIFICATE is one of a series of Certificates dated May 1, 2015, authorize accordance with the Constitution and laws of the State of Texas in the principal amount 2,piill i i 11- -elt iv le or in art of contractual obli ations incurre GTOWN/CO/2015: Ordinance 9 *Final Maturity THF, PRINCIPAL AMOUNT of the Tenn Bonds required to be redeemed pursuannt and canceled by the Paying Agent/Registrar at the request of the City with monies in the Intere and Sinking Fund at a price not exceeding the principal amount of the Term Bonds plus accrue interest to the date of purchase thereof, or (3) shall have been redeemed pursuant to the option redemption provisions and not theretofore credited against a mandatory sinking fund redemptio requirement. No LFSS THAN 30 days prior to the date fixed for any such redemption, the City sha cause the Paying Agent/Registrar to send notice by United States mail, first-class postage prepai to the Registered Owner of each Certificate to be redeemed at its address as it appeared on t Registration Books of the Paying Agent/Registrar at the close of business on the 45th day prior the redemption date; provided, however, that the failure to send, mail or receive such notice, all not affect the validi or effectivene I MAMTOWEIM will ito the Registered Owner principal amount equal to the unredeemed portion theo ref, be I ssue d upon the surrender thereof for cancellation, at the expense of the City, all as provided in the Ordinance. WITH RESPECT TO any optional redemption of the Certificates, 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 Certificates 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 !*mw4*6kf such moneyzs bp the Nutin1w.4i istrar on or prior to the date fixed for such redemption, or as 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 Certificates and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Certificates have not been redeemed. 1,•@00'' 1, F -, Mt. to, - W=07POW940-07 fTV-J=7T -"cip" a", - 11"W100 011 1101 IN ! -0 between the City and the securities depository. in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Certificate or any such portion or portions hereof is or are to be registered. The form of uted b the Re stered Owner to GTOWN/CO/2015: Ordinance 11 WIR GTOWN/CO/2015: Ordinance 12 City Secretary EM WyArtm WA&W-13 of 9 PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Certificate is not accompanied by an executed Registration Certificate of the Comptroller of Public Accounts of the State of Texas) it is hereby certified that this Certificate has been issued under the provisions of the Ordinance described in the text of this Certificate; and that this Certificate has been issued in conversion or replacement of, or in exchange for, a certificate, certificates, or a portion of a Wj"ji ', 6 - was a roved bi the Attorne4 General of the I)D 1g,jig -X* _7201 WKW7 KI 0 1 V-Kej a 9 2 , I I t' 12 L! -A- WA Dated The Bank of New York Mellon Trust Company, N.A. Paying Agent/Registrar By Authorized Representative ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto IUAW114141W.111t 6'r-mlin including zip code, of Transferee) GTOWN/CO/2015: Ordinance 13 the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints , attorney, to register the transfer of the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. Dated: llmzmm�� NOTICE- Signature(s) must be guarante• by a member firm of the New York Sto Exchange or a commercial bank or tru company. NOTICE: The signature above correspond with the name of the Register Owner as it appears upon the front of th Certificate in every particular, witho alteration or enlargement or any chan whatsoever. I t I ,I I R KKIJ WV;j V a-13 110 a I hereby certify that this Certificate has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and that this Certificate has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this Comptroller of Public Accounts of the State of Texas The initial Certificate shall be in the form set forth in this Section, except that: A. immediately under the name of the Certificate, the headings "INTEREST RATE" and "MATURITY DATE" shall both be completed with the words "As shown below" and "CUSIP NO." shall be deleted. &. the first paragraph shall be deleted and the following Will be insertel GT4V;N/CO/2015: Ordinance 14 "ON THE MATURITY DATE SPECIFIED BELOWI the City of Georgetown, Texas (the "City"), being a political subdivision, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), on August 15 in each of the years, in the principal installments and bearing interest at the per annum. rates set forth in the following schedule: Year Amount Rate (Information from Sections 2 and 3 to be inserted) The City Promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a A0 •. year of twelve 30 -day months) from the initial date of delivery of the Certificates at the respective Interest Rate per annum specified above. Interest is payable on February t5, 2016 and semiannually on each February 15 and August 15 thereafter to the date of payment of the principal installment specified above; except, that if this Certificate is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such principal amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the aivt interest ftom ILd LC7L,—,11 I sucn next Toilowing 171LUTEM ff 7111 -1 - hereof the interest on the Certificate or Certificates, if any, for which this Certificate is being exchanged is due but has not been paid, then this Certificate shall bear interest from the date to which such interest has been paid in full." C. The initial Certificate shall be numbered "T -l." ITO Le used to pay interest on the Certificates. GTOWN/CO/2015: Ordinance 15 Section 7. REVENUES. The Certificates together with other obligations of the City, are additionally secured by and shall be payable from and secured by the surplus revenues of the S P Px enses or collections t M1 of taxes which otherwise would have been required to be levied pursuant to Section 6 may be reduced to the extent and by the amount of the Surplus Revenues or other lawfully available funds then on deposit in the Interest and Sinking Fund or budgeted for deposit therein. Whenever used in this Ordinance the Tenn "System" means the City's combined electri waterworks and sewer system as defined in Ordinance No. 98-34. 0 The Mayor and the Chief Financial Officer of the City are hereby ordered to do any and all things necessary to accomplish the transfer of monies to the interest and Sinking Fund of this issue in ample time to pay such items of principal and interest. Section 8. DEFEASANCE OF CERTIFICATES. (a) Any Certificate and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Certificate") within the meaning of this Ordinance, except to the extent provided in subsections (c) and (e) of this Section, when payment of the principal of such Certificate, plus interest thereon or otherwise) either (i) shall have been made or caused to be made in accordance with the terms el I iff9l) MR in suc amounts and at such times as will ensure the availability, without reinvestment, of sufficient money to provide for such payment and when proper arrangements have been made by jih,%, Ciru with the Pat,"n Agent/Registrar or a commercial bank or trust corrroav,&, for the payment of its services until all Defeased Certificates shall have become due and payable or (3) any combination of (1) and (2). At such time as a Certificate shall be deemed to be a Defeased Certificate hereunder, as aforesaid, such Certificate and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Defeasance Securities and thereafter the City will have no further responsibility with respect to amounts available to such Paying Agent/Registrar (or other financial institution permitted by applicable law) for the payment of such Defeased Certificate, including any insufficiency therein caused by the failure of the Paying Agent/Registrar (or other financial institution permitted by law) to receive payment when due on the Defeasance Securities. GTOWN/CO/2015: Ordinance 16 and the City stiall MaKe proper arrkingUIRCULS LU %.,I -B.A.'a 0 A this Ordinance. (d) Notwithstanding anything elsewhere in this Ordinance, if money or Defeasanc ijjj,, �ave eo d isited or set aside with the Payin gent/ReMstrar or a commercial b not have in fact been actually paid in full, no amendment of the provisions ot this Section shall made without the consent of the registered owner of each Certificate affected thereby. (e) Notwithstanding the provisions of subsection (a) immediately above, to the exte that u on the defeasance of Defeased Certificate to be paid at its maturity, the City retains t t-ITI—df f I I I A GTOWN/CO/2015: Ordinance 17 :# * •1 *.:! . • •oil MIR '. ...•moi _ -f 'a:.- #I ♦ - mot • :.,may.,._. e: _.e !.. tl- ;i- "• : 'r.. i... •. : • is -e _#' i' , ♦,. •.•. � :.i: •" •.i. ..�. , 1. - `�. r • • i i • • `tl lost,- or destroyed shall constitute• obligation of or • t t lost, stolen or destroyed Certificate shall be found at any time, or be enforceable by anyone, an shall be entitled to all the benefits of this Ordinance equally and proportionately with any and a other Certificates duly issued under this Ordinance. (e) AuthorLty for Issuing Replacement Certificates. In accordance with Subchapter of Texas• " •tle, Chapter 1206, this Sectionof this Ordinance shall constitute• for the issuance of any such replacement Certificate without necessity of further action by t governing body of the City or any other body or person, and the duty of the replacement of suc Certificates is hereby authorized and imposed upon the Paying Agent/Registrar, and t e ayi Agent/Registrar shall authenticate and deliver such Certificate in the form and mariner and wi GTOWN/CO/2015: Ordinance 18 the effect, as provided in Section 4(a) of this Ordinance for Certificate issued in conversion and exchange for other Certificates. oil Y URI C information of the Registered Owners of the Certificates. In addition, if bond insurance is obtained, the Certificates may bear an appropriate legend as provided by the insurer. assure, or reirain YMM R as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not includable 'in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the City covenants as follows - (I) to take any action to assure that no more than 10 percent of the proceeds of if any) are used for any "private business use," as defined in section 141 (b)(6) of the Code or, if more than 10 percent of the proceeds or the projects financed therewith are so used, such amounts, whether or not received by the City, with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Certificates, in contravention of section 141 (b)(2) of the Code, (2) to take any action to assure that in the event that the "private business use" described in subsection (1) hereof exceeds 5 percent of the proceeds of the Certificates or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" which is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (3) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Certificates (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code-, GTOWN/CO/2015: Ordinance 19 (4) to refrain from taking any action which would otherwise result in the Certificates being treated as "private activity bonds" within the meaning of section 141(b) of the Code; (5) to refrain from taking any action that would result in the Certificates being "federally guaranteed" within the meaning of section 149(b) of the Code; (6) to refrain from using any portion of the proceeds of the Certificates, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Certificates, other than investment property acquired with -- (A) proceeds of the Certificates invested for a reasonable temporaig I . 44 il geg gr e ji 1i Ji -egg if arefanding bond, oraperiodof30daM i d or less unul SUC procecus UfC 11CCUCU 101 LII0-PIIJXP4S0 Iffr WHILAI LIM 1�01-CMVMOS7alV issued, I (B) amounts invested in a bona fide debt service fund, within the meamnR of section 1.148- 1 (b) of the Treasury Regulations, and (C) amounts deposited in any reasonablv reciaired reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Certificates; (7) to otherwise restrict the use of the proceeds of the Certificates or amounts `d as -,troceeds of the Certificates,, as ma:v., be necessaCk so that the Certificates do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings); and (8) to -pay to the United States of America at least once during each five-year to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Certificates have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. (b) Rebate Fund. In order to facilitate compliance with the above covenant , a "Rebate Fund" is hereby established by the City for the sole benefit of the United States of America, and such fund shall not be subject to the claim of any other person, including without limitation the Certificateholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. GTOWN/CO/2015: Ordinance 20 r ! �« -# !! • #. ;I t i' i ; - i!' . it .r - ; - - , - . ; �, •' - is • i i •• '� ri a ! ; ,a i . ; i a- � -; - r • -i t • i •- _e ; r i; counselif uch expenditu e tails to comply with eloregoing-Fo assure un-a-f-suc-n- T not adversely affect the tax-exempt status of the Certificates. For purposes of this subsection, th City shall not be obligated to comply with this covenantobtains an opinion of ! recognized bond counsel to the effect that such failure to comply will not adversely affect th excludability for federal income tax purposes from gross income of the interest. (e) Disposition ofProi ec . The City covenants that the property constituting the Proji e i i' i a; ! - a #i `i i ,I , • • _ r ! i, cas JIM s ; {: ri • ; •� i For purposes ;, this subsection,portion of the property comprising personal property . f disposed of in the ordinary course shall not be treated as a transaction resulting in the receipt cash or other compensation. For purposes of this subsection, the City shall not be obligated comply with this covenant if it obtains an opinion of nationally-recognized bond counsel to t effect that such failure to comply will not adversely affect the excludability for federal income t purposes fro gross incomei. f the interest. Section 12. SALE OF CERTIFICATES. The Certificates are hereby sold to t bidder !#! produced ` lowest true interest! pursuant to the taking of public r f therefor, on this date, and shall be delivered to Robert W. Baird & Co., Inc. (the initial "Purchas GTOVJNICO(2015: Ordinance 21 at a price of $7,155,082.12 (representing the par amount of the Certificates of $6,990,000 plus a reoffering premium of $165,082.12). 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 Certificates shall initially be registered in the name of Southwest Securities, Inc. Section 13. DEFAULT AND REMEDIES. (a) Events of Default. Each of the iv-XP-Yr-,b-Y_declared to be an Event MI*MIA*fg*eMf Me-Zr, 4 of Default. - (1) the failure to make payment of the Principal Of Or interest on any of th Certificates when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreeme or obligation of the City, the failure to perform which materially, adversely affects th rights of the Re istered Owners of the Bonds, including, but not limited to, their prospe 9 m ce—withAhis--Oyfinan, e,.Ud Ae-zontimiation f] .put, ti�. d6invzut ordan- - c, _-th a period of 60 days after notice of such default is given by any Registered Owner to th city. (b) Remedies for Defaul. (i) Upon the happening of any Event of Default, then and in every case, an, Registered Owner or an authonized representative thereof, including, but not limited to, trustee or trustees therefor, may proceed against the City, or any official, officer 4T ImiWc 114eir official ca: for the pur:.tQLq o _,f Irotecting and enforcins the rights of the Registered Owners under this Ordinance, by mandamus or other su* action or special proceeding in equity or at law, in any court of competent jurisdiction, any relief permitted by law, including the specific performance of any covenant agreement contained herein, or thereby to enjoin any act or thing that may be unlawful in violation of any right of the Registered Owners hereunder or any combination of su f remedies. (ii) It is provided that all such proceedings shall be instituted and maintain for the equal benefit of all Registered Owners of Certificates then outstanding. (c) Remedies Not Exclusive. W 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 and shall be in addition to every other remedy given hereunder or under the Bonds or now 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 of any other available remedy. GTOWN/CO/2015: Ordinance 22 (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 representations contained in this Ordinance do not and shall never constitute or give rise to -z *ffiJ*WWpWf#1+7,,X,--!C�-* -t:vs�&-ev-kLthe City or the City Council. (iv) None of the members of the City Council, nor any other official or officer, #1 e-t#QI*Xee of the Ciji,& shall be chargedjUersonall.) by the Registered Owners with STM IM I I # =ner provictect, nowever, tnat any imerea earnings oil Curulludw, PITOCCUI-s-Malcil are mkure's--ull be rebated to the United States of America pursuant to Section 11 hereof in order to prevent the Certificates from being arbitrage certificates shall be so rebated and not considered as interest earnings for the purposes of this Section. Section 15. APPROVAL OF PAYING AGENUREGISTRAR AGREEMENT, LETTER OF REPRESENTATIONS AND OFFICIAL STATEMENT. Attached hereto as Exhibit "A" is a substantially final form of Paying Agent/Registrar Agreement with an attached Blanket Letter of Representations. Each the Mayor, the City Manager and the Chief Financial —suclia-greement as necessar-s,, and are further authorized to execute such agreement. 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 Certificates. The City hereby approves the form and content of the Notice of Sale and Preliminary Official Statement and Official Statement relating to the Certificates and Lmy addenda, sll,� le,�eitt 14 ILI ------------- AW411. wow 1 11 W GTOWN/CO/2015: Ordinance 23 statements of the City if audited financial statements of the City are then available, and (2) if not [1,rovided as part of such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit "B"� hereto, or such other quired to emblov from time to time pursuant to state accounting principles as the City may be re o -&-tort. zad i7t substantialli the form included in the official statement, and (ii) audited, W646- "e- I if-the-C-Ity-commissions aTIMLUIL 91:51A period during which they must be provided. If the audit of 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 on such statements becomes available. if the City changes its fiscal year, it will notify the MSRB of the change (and of the date of the new fiscal �!Aear end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any documents provided to the MSRB pursuant to this Section shall be accompamied by identifying information as prescribed by the MSRB. (b) Event Notices. The City shall notify the MSRB, in an electronic forniat as • the event, of any of the following events with respect to the Certificates: 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; F. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax-exempt status of the Certificates, or other events affecting the tax-exempt status of the Certificates; G. Modifications to rights of holders of the Certificates, if material within the meaning of the federal securities laws; GTOWN/CO/2015: Ordinance 24 H. Certificate calls, if material within the meaning of the federal securities laws and tender offers; 1. Defeasances; J. Release, substitution, or sale of property securing repayment of the Certificates, if material within the meaning of the federal securities laws; K. Rating changes; 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 of all or substantially all of 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 A Me -am MSRB Wsuant to this Section shall be accompanied by identifyin& information as prescribed by the MSRB. T111 I �Me# and perform the covenants specified in—this-S—ection Tor so long as, OUL 0111_ It NO 1+11?, US, UIC %�-IL remains an "obligated person" with respect to the Certificates within the meaning of the Rule, except that the City in any event will give notice of any deposit made in accordance with Section 8 of this Ordinance that causes the Certificates no longer to be outstanding. The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Certificates, and nothing in this Section, express Or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it h, a: . &&es-not-hereb,-unde-rt-al-,z-W-pmvide- any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Certificates at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN GTOVIN/CO/2015: Ordinance 25 "MSRB" means the Municipal Securities Rulemaking Board. III I I I I 11111! If I I'll I I! F,1111111 1; 10 1111 1 W- tou-11 "SEC" means the United States Securities and Exchange Commission. GTOWN/CO/2015: Ordinance 26 Section 17. AMENDMENT OF ORDINANCE. The City hereby reserves the night to amend this Ordinance subject to the following terms and conditions, to -wit - (a) The City may • time to time, without the consent of any holder, except as otherwise required by paragraph (b) below, amend or supplement this Ordinance in order to (i) il . tv d ec . or o-gissiovit in this Ordinance that does not materially adversely affect sftait not materialty aciversely aftecT me interests ot Me nola7ers, �17) quatilY tills VOW1111, W11i it -C the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time in effect, (v) obtain insurance or ratings on the Certificates, (vi) obtain the approval of the Attorney General of the State Texas, or (vii) make such other provisions in regard to matters or 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 Certificates aggregating are the subject of a proposed amendment shall have the right from time to time to approve any &qgg"'?-Xy *r however, that spiw 11#0! & I I 611146101 (1) Make any change in the maturity of any of the outstanding Certificates; (2) Reduce the rate of interest borne by any of the outstanding Certificates; (3) Reduce the amount of the principal of, or redemption premium, if any, payable on any outstanding Certificates; (4) Modify the terms of payment of principal or of interest or redemption premium on outstanding Certificates or any of them or impose any condition with respect to such payment; or (5) Change the minimum percentage of the principal amount of any series of Certificates necessary for consent to such amendment. (c) if at any time the City shall desire to amend this Ordinance under this Section, the City shall send by U.S. mail to each registered owner of the affected Certificates a copy of the proposed amendment and cause notice of the proposed amendment to be published at least once in a financial publication published in The City of New York, New York or in the State of Texas. Such published notice shall briefly set forth the nature •. the proposed amendment and shall state that a copy thereof is on file at the office of the City for inspection by all holders of such Certificates. GTOWN/CO/2015: Ordinance 27 I ARM* provided for in this Section, and shall be conclusive and binding upon all future holders of the same Certificate during such period. Such consent may be revoked at any time after six months from the date of the publication of said notice by the holder who gave such consent, or by a successor in title, by filing notice with the City, but such revocation shall not be effective if the prior to the attempted revocation, consented to and approved the amendment, Section 18. NO RECOURSE AGAINST CITY OFFICIALS. No recourse shall be had for the •. of principal of • interest • any Certificates • for any claim based thereon or on this Ordinance against any official of the City or any person executing any Certificates. Section 19. FURTHER ACTIONS. The officers and employees of the City are hereby authorized. emoowered and directed from time to time and at any time to do and perform all such ledae—Qa-d •- in the name and under the corporate seal I SIT any insurance commitment letter or agreement or insurance policy and the Official Statement. In addition, prior to the initial delivery of the Certificates, the Mayor, the City Manager or the Chief Financial Officer of the City, the City Attorney and Bond Counsel are hereby authorized and directed to apDrove any technical 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 46wf any ofthe national bond rating agencies or sausly requirements oi Lne -Dortu ITIN the approval of the Certificates • the Texas Attorney General's • in case any officer of the City whose signature shall appear on any Certificate shall cease to be such officer before the delivery of such Certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such • had remained in • until such •' GTOWN/CO/2015: Ordinance 28 4 A I a of the Certiticates and We pledge ot ad valorem taxes anct surp't f under Sections 6 and 7 of this Ordinance, and such pledge is therefore valid, effective and perfected. If Texas law is amended at any time while the Certificates are outstanding and unpaid such that the pledize of ad valorem taxes and surplus net revenues granted by the City under Sections 6 and 7 of this Ordinance is to be subject to the filing requirements of Chapter 9, Business & Commerce Code, then in order to preserve to the registered owners of the Certificates the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Business & Commerce Code and enable a filing to perfect the security interest in said pledge to occur. Section 27. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby authorizes the disbursement of a fee equal to the lesser of (i) one-tenth of one percent of the GTOWN/CO/2015: Ordinance 29 ecuri le 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 Rinds for such payment from proceeds of the Certificates. GTOWNIC012015: Ordinance 30 IN ACCORDANCE WITH SECTION 1201.028, Texas Governnient Code, passed al approved on the first and final reading on the 12th day of May, 2015. Dale Ross, Mayor City of Georgetown, Texas Jess' P retie, CitySecretary APPROV D AS TO FO Bridget Chapman, City horno GTOWN/CO/2015: Ordinance Sig Pg CO Ord 1*114 111 li 0 A-1 GTOWN/CO/2015: Ordinance The following information is referred to in Section 16 of this Ordinance. The financial information and operating data with respect to the City to be -provided Zac or under the headings of the Official Statement referred to) below: (t) 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 Debi Service Requirements, (7) Table 10 — Authorized by Unissued General Obligation Bonds- and (8) Appendix B. Accounting Principles The accounting principles referred to in such Section are the accounting principl- i_ a_i tebed in the notes to the financial statements referred to in the paragraph above. I GTOWN/CO/2015: Ordinance B -I