HomeMy WebLinkAboutORD 2015-30 - Cert of Obligation Taxable 2015THE 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:
I . The City Council of the City convened in REGULAR MEETING ON THE 12TH
DAY OF MAY, 2015, at Council Chambers, 101 E. 7th Street, Georgetown, Texas (the
fflfeetiTic•"). and the roll was called of the duly constituted officers and members of the City, to -wit:
*ale Ross, Mayor —
Rachel Jonrowe, Mayor Pro Tem, Councilmember District 4
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: JD_ , thus
constituting a quorum. Whereupon, among other business, the following was transacted at the
Meeting: a written
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: At
NOES:
GTOWMCOTax\2015: OrdCert
2. A true, full and correct copy of the Ordinance passed at the Meeting described in
the above and foregoing paragraphs is attached to and follows this Certificate; that the Ordinance
paragraphs are a true, full and correct excerpt from the City Council's minutes of the Meeting
• to the passage • 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
Weeti and that the Ordinance would be introduced and considered for j2assage at the M
3. The
• • the City has approved and hereby .r•! the Ordinance; that
MajUr and • the Cit% have • signed the Ordinance; and that the Mavor 34
GTOWN\COTax\2015: OrdCert
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Adopted May 12, 2415
GTOWN/COTax/2015: Ordinance
Recitals
,,',__..,_,..,.___,,____._~__._.,,,.,_~'~.,.,^,,_.~~,..,^_-',,_...,.-'._....-1
Section 2. DESIGNATION, DATE, DENOMINATIONS,
Section 3, INTEREST __.—.".,-_~.—.^.,.`—....-._.._..~~—~.~~..,.~._...~,.^..'.,'3
q,ection 9. DAMAGED, MUTILATED, LOST, STOLEN,
Section 10. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES;
BOND COUNSEL'S OPINION; CUSIP NUMBERS AND
CONTINGENT INSURANCE PROVISION, IF OBTAINED ...........................
Section 13^ DEFAULT AND REMEDIES '^^^''-'~^^—''--''~'--~~^-~-'^-~-^`''`'^^'~'^'^^`'`^(8
Section 15. APPROVAL OF PAYING
AGREEMENT, LETTER OF REPRESENTATIONS
Section 17. AMENDMENT OF ~,.,...^,_.__,__,____^,,,._...~~-'.~..^=.%3
Section ��
20. S--,-~—^'.-~,—~--~'`'^—'--``~"^-~^~-~'~^'~'`~--^
25
Section 22. INTERESTED PAR71ES._,...._—~...'.~,~,_...~.~^...~,~._^.,_'~,~,,__`. 25
Section 23. INCORPORATION OF RECITALS ~.--...~....^.-..^.—.......,.^__'^.~-~,^,..'25
Section25. EFFECTIVE DATE .............................................................................................. 26
Section 26. PERFECTION ~._~_.,_`,.~^,,.=,._^,,~..__~,~.~,._,_`,,',~~._,~~,~,.,._,2m
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GTOWN/COTax/2015: Ordinance
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WHEREAS, the City Council of the City of Georgetown, Texas (the "City") deems it
advisable to issue certificates of obligation in the amount of $6,470,000 (the "Certificates") and
finds that the payment in whole or in part of contractual obligations is incurred or to be incurred
for: (1) constructing, improving, extending, expanding and equipping the Summit at Rivery Park
Project including constructing a public parking garage and (2) professional services including
fiscal, engineering, architectural and legal fees and other such costs incurred in connection
therewith including the costs of issuing the Certificates-, and
WHEREAS, the Certificates hereinafter authorized and designated are to be issued and
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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 the
Williamson County Sun, a newspaper of general circulation in the City and a "newspaper" as
defined in Section 2051.044, Government Code; and
WHEREAS, the City has not received a petition from the qualified electors of the City
protesting the issuance of the Certificates; and
WHEREAS, it is hereby officially found and determined that the meeting at which this
Ordinance was passed was open to the public, and public notice of the time, place and purpose of
said meeting was given, all as required by Chapter 55 1, Texas Government Code; and
WHEREAS, it is considered to be in the best interest of the City that the interest bearing
Certificates be issued.
GTOWN/COTax/2015: Ordinance
NOW, r i■ ORDAINED BY THE CITY COUNCILOF
JIF GEORGETOWN,
Section 1 The
recitals • preamble • are incorporated by a
hereby shall have the
same force and effect as if set forth in this Section. The Certificates of the City of Georgetown,
Texas (the "City") are • -a to be issued and delivered in the aggregate principal
amount •' $6,470,000 payment in wholeor in part of contractual
obligations incurred or to be incurred for: (1) constructing, improving, extending, expanding and
equipping the Summit at Rivery Park Project including constructing a public parking garage and
(2) professional services including fiscal, engineering, architectural and legal fees and other such
costs incurred in connection therewith including the costs of issuing the Certificates.
r Vision•. ` •y finds that the enactment •
Ordinance and issuance of • •lies with the Vision Statement •
f the City. 1
the 'tate ot exas e 9 - n ere payaole to Me respectiTe - -• • -
thereof (as designated in Section 12 hereof), or to the registered assignee or assignees of said
Certificates or any portion or portions thereof (in each case, the "Registered Owner"), and sal
Certificates shall mature and be payable serially on August 15 in each of the years and in the
principal amounts,respectively,•rth in the followingschedule-
YEAR
AMOUNT
YEAR
AMOUNT
2018
$250,000
2027
$ 350,000
2019
260,000
2028
360,000
2020
280,000
2029
****
2021
290,000
2030
*`*
2022
295,000
2031
1,185,000
2023
310,000
2032
****
2024
320,000
2033
****
2025
325,000
2034
****
2026
335,000
2035
1,910,000
exchanged therefor,other substitute- # replacement Certificates issued
pursuant hereto, andCertificate"mean •
f the Certificates.
GTOWN/COTax/2015; Ordinance
Section 3. INTEREST. The Certificates scheduled to mature during the years,
respectively, set forth below shall bear interest from the dates specified in the FORM OF
1141MAT-
to maturity at the following rates per annum:
YEAR
RATE
YEAR
RATE
2018
2.000%
2027
3.400%
2019
2.000
2028
3.600
2020
2.000
2029
2021
2.120
2030
2022
4.000
2031
4.000
2023
3.000
2032
2024
3.000
2033
2025
3.000
2034
2026
3.200
2035
4.150
Interest shall be payable in the manner provided and on the dates stated in the FORM
CERTIFICATE set forth in this 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 the transfer, conversion and exchange of the Certificates (the
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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
gl�-Al -transfers con—versions and
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
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Wo
the Fayin AgeriMegistrar, but otnerwise the Taying Agenir-&-egi,7777—snwr L III I
Books confidential and, unless otherwise required by law, shall not permit their inspection by any
other entity. The Paying Agent/Registrar shall make the Registration Books available within the
State of Texas. The City shall pay the Paying Agent/Registrar's standard or customary fees and
charges for making such registration, transfer, conversion, exchange and delivery of a substitute
Certificate or Certificates. Registration of assignments, transfers, conversions and exchanges of
Certificates shall be made in the manner provided and with the effect stated in the FORM OF
CERTIFICATE set forth in this Ordinance. Each substitute Certificate shall bear a letter and/or
number to distinguish it from each other Certificate.
Except as provided in Section 4(c) of this Ordinance, an authorized representative of the
Paying Agent/Registrar shall, before the delivery of any such Certificate, date and manually sign
GTOWN/COTax/2015: Ordinance
said Certificate, and 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 delivery of
-andsaid-Certificates shall be grinted or
typed on paper of customary weight and strength. Pursuant to Chapter 1201, Texas Government
Code, as amended,and particularly Subchapter D'•' the duty of conversion and exchange of
Certificates as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the
%M�ifiv -%rme&dm_d -exchanged Certificate shall be valid, incontestable,
and enforceable in the same manner and with the same effect as the Certificates which initially
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were issued and delivered pursuant to this Ordinance, approved by the A orney General
registered by the Comptroller of Public Accounts.
(b) P�yment of Certificates and Interest. The City hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the
Certificates, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper
records of all payments made by the City and the Paying Agent/Registrar with respect to the
Certificates, and of all conversions and exchanges of Certificates, and all replacements of
Certificates, as provided in this Ordinance. However, in the event of a nonpayment of interest on
a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest
payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when
funds for the payment of such interest have been received from the City. Notice of the past due
interest shall be sent at least five (5) business days prior to the Special Record Date by United
States mail, first-class postage prepaid, to the address of each Registered Owner appearing on the
Registration Books at the close of business on the last business day next preceding the date of
mailing of such notice.
(c) In General. The Certificates (i) shall be issued in fully registered form, without
interest coupons, with the principal of and interest on such Certificates to be payable only to the
Registered Owners thereof, (ii) may be redeemed prior to their scheduled maturities (notice of
which shall be given to the Paying Agent/Registrar by the City at least 45 days prior to any such
redemption date), (iii) may be converted and exchanged for other Certificates, (iv) may be
transferred and assigned, (v) shall have the characteristics, (vi) shall be signed, sealed, executed
d . I the rinci al of and interest on the Certificates shall be payable, and (viii)
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GTOWN/COTax/2015: Ordinance 4
(d) Substitute Pgying Ag�nt/Registrar. The City covenants with the Registered Owners
*f the Certificates that at all times while the Certificates are outstanding the City will provide a
competent and legally qualified bank, trust company, financial institution, or other agency to act
as and perform the services of Paying Agent/Registrar for the Certificates under this Ordinance,
and that the Paying Agent/Registrar will be one entity. The City reserves the right to, and may, at
its option, change the Paying Agent/Registrar upon not less than 30 days written notice to the
Paying Agent/Registrar, to be effective at such time which will not disrupt or delay payment on
the next principal or interest payment date after such notice. In the event that the entity at any time
resign or otherwise cease to act as such, the City covenants that promptly it will appoint a
competent and legally qualified bank, trust company, financial institution, or other agency to act
as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar,
the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or
•
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Agent/Registrar, the City promptly win cause a wrinen FOLIQU LHUM01 LO 110 SCHL Tj ulrl� 11C4
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/Re istrar shall be deemed to
91
have agreed to the provisions, of this Ordinance, and a certified copy of this Ordinance shall b*
delivered to each Paying Agent/Registrar.
(e) Book-Enig-Only System. The Cercates 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
ej in the name of Cede & Co.
shall be registered in the name of Cede & Co., as nominee of DTC.
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GTO WN/COTax/2015: Ordinance
registering transfers with respect to such Certificates, and for all other purposes of registering
transfers with respect to such Certificates, and for all other purposes whatsoever. The Paying
I
-and interest on the Certificates� onl to —ruy
or upon the order of the respective Registered Owners, as shown in the Registration as as
provided in the Ordinance, or their respective attorneys duly authorized in writing, and all such
payments shall be valid and effective to fully satisfy and discharge the City's obligations with
respect to payment of principal of, premium, if any, and interest on the Certificates to the extent
of the sum or sums so paid. No person other than a Registered Owner, as shown in the Registration
Books, shall receive a Certificate evidencing the obligation of the City to make payments of
principal, premium, if any, and interest pursuant to the Ordinance. Upon delivery by DTC to the
P wf i r. g AgeN&RT&F.Irz ryf Twrftw-AN.u' ve tvr�k. cvff ixtHk 7xt A T C k 2 s i et -- rA bov ", s M4, s t i 10 ti -9 Xe V/
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 Record Date
the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC.
(g) PUMents 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 o
DTC, all payments with respect to principal of, premium, if any, and interest on such Certificate
ly in the manner
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 be registered 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
GTOWN/COTax/2015: Ordinance 6
provided in Section 4(f), all of the outstanding 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,
respectively, substantially as follows, with such appropriate variations, omissions or insertions as
are permitted or required by this Ordinance.
NO. R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
COUNTY OF WILLIAMSON $
CITY OF GEORGETOWN, TEXAS
COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION,
TAXABLE SERIES 2015
INTEREST DATE OF MATURITY
RATE CERTIFICATES DATE USIP NO.
May 1, 2015
PRINCIPAL AMOUNT: DOLLARS
GTOWN/COTax/2015: Ordinance 7
payment ::• the securities depository, or its nominee 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 Certificate are payable in lawful
money of the United States of America, without exchange or collection charges. The principal of
this Certificate shall be paid to the Registered Owner hereof upon presentation and surrender of
this Certificate at maturity, or upon the date fixed for its redemption -prior to maturity, at The Bank
of New York Mellon Trust Company, N.A., which is the "Paying Agent/Registrar" for this
Certificate at their office in Dallas ' Texas (the "Designated Payment/Transfer Office"). The
payment of interest on this Certificate shall be made by the Paying Agent/Registrar to the
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the date of mailina of such notice. Notwithstanding the foregoing, during any period in which
ownership • the Certificates is determined • • a 'r•• entry at a securities depository for the
Certificates, payments made to the securities depository, or its nominee, shall be made in
accordance with arrangements between the City and the securities depository.
DURING ANY PERIOD in which ownership of the Certificates is determined only by a
lift Air traOi- WM"i all of the Certificates of the
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same maturity and bearing the same interest rate are to be redeemed, the particular Certificates of
such maturity and bearing such interest rate shall be selected in accordance with the arrangements
between the City and the securities depository.
ANY ACCRUED INTEREST due at maturity or upon the redemption of this Certific
surrender of this Certificate for redemption and payment at the Designated Payment/Trans
Office of the Paying Agent/Registrar. The City covenants with the Registered Owner of th
Certificate that on or •` each principal payment date • interest payment date for t
Certificate it will make available to the Paying Agent/Registrar, from the "Interest and Sinki
Fund" created by the Ordinance, the amounts required to provide for the payment, in immediate]
available funds, of all principal of and interest on the Certificates, when due.
GTOWNICOTax/2015: Ordinance 8
IF THE DATE for the payment of the principal of or interest on this Certificate shall be a
Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the
principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which is
not such a Saturday, Sunday, legal holiday or day on which banking institutions are authorized to
close; and payment on such date shall have the same force and effect as if made on the original
date payment was due.
THIS CERTIFICATE is one of a series of Certificates dated May 1, 2015, authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of
$6,470,000 (the "Certificates"), the payment in whole or in part of contractual obligations incurred
or to be incurred for: (1) constructing, improving, extending, expanding and equipping the Summit
at Rivery Park Project including constructing a public parking garage and (2) professional services
including fiscal, engineering, architectural and legal fees and other such costs incurred in
connection therewith including the costs of issuing the Certificates.
ON AUGUST 15, 2024, or on any date thereafter, the Certificates of this series maturing
on and after August 15, 2025 maybe redeemed prior to their scheduled maturities, at the option of
the City, with funds derived from any available and lawful source, at par plus accrued interest to
the date fixed for redemption as a whole, or in part, and, if in part, the particular maturities to be
redeemed shall be selected and designated by the City and if less than all of a maturity is to be
redeemed, the Paying Agent/Registrar shall determine by lot the Certificates, or a portion thereof,
within such maturity to be redeemed (provided that a portion of a Certificate may be redeemed
only in an integral multiple of $5,000).
THE CERTIFICATES maturing on August 15, 2031 and August 15, 2035 (the "Term
Bonds") are subject to mandatory sinking fund redemption by lot or other customary method prior
to maturity in the following amounts, on the following dates and at a price of par plus accrued
interest to the redemption date.
Certificates Maturing August 15, 2031
Redemption Date Principal Amount
August 15, 2029—
August 15, 2030-
August 15, 2031 415,000*
*Final Maturity
Certificates Maturing August 15, 2035
Redemption Date Principal Amount
August 15, 2032 $440,000
August 15, 2033 465,000
August 15, 2034 490,000
August 15, 2035* 515,000*
*Final Maturity
GTOWN/COTax/2015: Ordinance 9
THE PRINCIPAL AMOUNT of the Term Bonds required to be redeemed pursuant to
the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option
of the City by the principal amount of any Term Bonds of the stated maturity which, at least 50
W"Aaiw""_ (1 ) sIt, all It,,?.ve been acouired by the City, at a price nqL
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and canceled by the Paying Agent/Registrar at the request of the City with monies in the Interest
and Sinking Fund at a price not exceeding the principal amount of the Term Bonds plus accrued
interest to the date of purchase thereof, or (3) shall have been redeemed pursuant to the optional
redemption provisions and not theretofore credited against a mandatory sinking fund redemption
requirement.
NO LESS THAN 30 days prior to the date fixed for any such redemption, the City shall
cause the Paying Agent/Registrar to send notice by Umited States mafirst-class postage prepaid
to the Registered Owner of each Certificate to be redeemed at its address as it appeared on the
Registration Books of the Paying Agent/Registrar at the close of business on the 45th day prior to
the redemption date; provided, however, that the failure to send, mail or receive such notice, or
ar-effactiveness,
of the proceedings for the redemption of any Certificates. By the date fixed for any such
redemption due provision shall be made with the Paying Agent/Registrar for the payment of the
required redemption price for the Certificates or -portions thereof which are to be so redeemed. If
In e U, e InL 1 1 c thereof
principal amount equal to the unredeemed portion thereot, Wl 67 issue I . . . . . . . . . . . ..........
upon the surrender thereof for cancellation, at the expense of the City, all as provided in the
Ordinance.
WITH RFSpEcT 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
-"-,ofi= of redemi)tlon
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satisfaction ot- such prerequisites ana recelpf of suen molivi 3 fj -tile ral 'fit
i
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 Certificates and the Paying Agent/Registrar shall give notice, in the manner in
GTOWN/COTax/2015: Ordinance 10
which the notice of redemption was given, to the effect that the Certificates have not been
redeemed.
sue in an earin sue interestrates a e
between the City and the securities depository.
ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered
certificates, without interest coupons, in the denomination of any integral multiple of $5,000. As
provided in the Ordinance, this Certificate may, at the request of the Registered Owner or the
assignee or assignees hereof, be assigned, transferred, converted into and exchanged for a like
aggregate principal amount of fully re istered certificates without interest coupons, payable to the
91 3
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 o s
Certificate 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 assigninent and
fi cate must be resented and surrendered to the Pa ing Agent/Registrar, together
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'CIV -1-40
following principal or interest payment date, or (ii) with respect to any Certificate or any portion
thereof called for redemption prior to maturity, within 45 days prior to its redemption date;
provided, however, such limitation • transfer shall not be applicable to an exchange by the
Registered Owner of the unredeemed balance of the Certificate.
W,
at a securities aeposiTory-roTTic CUT MICULES7
transferring this Certificate shall be modified to require the appropriate person or entity to me
the requirements of the securities depository as to registering or transferring the book entry
produce the same effect.
IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the City,
resigns, or otherwise ceases to act as such, the City has covenanted in the Ordinance that it
GTOWN/COTax/2015: Ordinance 11
promptly will appoint a competent and legally qualified substitute therefor, and cause written
notice thereof to be mailed to the Registered Owners of the Certificates.
IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and
validly authorized, issued and delivered; that all acts, conditions and things requ e or proper to
.4,*, to or in the authorization, issuance and deliveng of this
Certificate have been performed, existed and been done in accordance with law; that this
Certificate is a general obligation of said City, issued on the full faith and credit thereof; and that
annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of
this Certificate, as such interest comes due and such principal matures, have been levied and
ordered to be levied against all taxable property in said City, and have been pledged for such
payment, within the limit prescribed by law, and that this Certificate, together with other
obligations of the City, is additionally secured by and payable from the surplus revenues of the
aw Am
PAYING AGENT/REGISTRAIVS 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)
GTOWNXOTax/2015� Ordinance 12
it is hereby certified that this Certificate has been issued •_, the provisions of the
Ordinance described in the text of this Certificate; and that this Certificate has been issued in
conversion or replacement of, • in exchange for, a certificate, certificates, • a portion of a
Dated The Bank of New York Mellon
Trust Company, N.A.
Paying Agent/Registrar
By
Authorized Representative
For value received, the undersigned hereby sells, assigns and transfers unto
7770"c IMMM77-0,71i --
including zip code, of Tran feree)
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 fall power of substitution in the
premises.
Dated:
IMMEMEEMM
NOTICE Signature(s) •" be guaranteed
• a member firm of the New York Stock
GTOWN/COTax/2015: Ordinance 13
Exchange or a commercial bank or trust Certificate in every particular, without
company, alteration or enlargement or any change
whatsoever.
FORM OF REGISTRATION CERTIFICATE OF
THE COMPTROLLER OF PUBLIC ACCOUNTS
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Certificate has been examined, certified as to validity and approved
by the Attorney General of the State of Texas, and that this Certificate has been registered by the
Comptroller of Public Accounts of the State of Texas.
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.
"ON THE MATURITY DATE SPECIFIED BELOW, 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)
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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
next following interest payment date, in which case such principal amount shall bear interest from
such next following interest payment date; provided, however, that if on the date of authentication
hereof the interest on the Certificate or Certificates, if any, for which this Certificate is being
exchanged is due but has not been paid, then this Certificate shall bear interest from the date to
which such interest has been paid in fall."
Accrued interest on t e c es, it any, snall 5e aeposiTea in Vie mv Pr 01
used to •« interest on the Certificates.
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
v t f 11 ation and maintenance ex ellses or collections thereof, and
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of taxes which otherwise would have been required to be levied pursuant to Section 6 may be
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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 Term "System" means the City's combined electric,
waterworks and sewer system as defined in Ordinance No. 98-34.
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
(b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of
Certificate as aforesaid when proper notice of redemption of such Certificates shall have been
given, in accordance with this Ordinance. Any money so deposited with the Paying
Agent/Registrar or a commercial bank or trust company as provided in this Section may at the
i lie i urities maturing, in the amounts
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Council.
(c) Notwithstanding any provision of any other Section of this Ordinance which may
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f the Certificates
not have in fact been actually paid in full, no amendment of the provisions of this Section shall be
made without the consent of the registered owner • each Certificate affected thereby.
(e) Notwithstanding the provisions of subsection (a) immediately above'. to the extent
i n the defeasance of an Defeased Certificate to be aid at its maturit thu City 1ktains the
as t e damaged, I lost, stolen o
in the manner hereinafter provided.
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Certificate. The approving legal itt:of the City's Bond Counsel and the assigned CUSIP
numbers may, at the option of the City, be printed on the Certificates issued and delivered under
thisordinance, but neither shall have any legal effect, and shall be solely for the convenience and
information of the Registered Owners of the Certificates. In addition, if bond insurance is
obtained, the Certificates may bear an appropriate legend as provided by the insurer.
Section 11. NO TAX EXEMPTION. The City does not intend to issue the Certificates
in a manner such that the Certificates would constitute as obligations described in Section 103(a)
of the Internal Revenue Code of 1986, as amended (the "Code") and all applicable temporary,
regulations and �erocedures promul,�-iated thereunder or promulgated under the
Internal Revenue Code of 1954, as amended, to the extent applicable to the Code. The City
covenants that it will not file an Internal Revenue Service Form 8038-G with respect to the
Certificates.
Section 12. SALE OF CERTIFICATES. The Certificates are hereby 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 Raymond James & Associates, Inc. (the initial
"Purchaser") at a price of $6,479,761.60 (representing the par amount of the Certificates of
$6,470,000 plus a reoffering premium of $9,761.60). It is hereby officially found, determined and
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best interest of the City. The Certificates shall initially be registered in the name of Raymond
James & Associates, Inc.
Section 13. DEFAULT AND REMEDIES. (a) Events of Default. Each of the
following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event
of Default:
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in violation of any right of the Registered Owners hereunder or any combination of such
remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained
for the equal benefit of all Registered Owners of Certificates 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
and shall be in addition to every other remedy given hereunder or under the Bonds or now
or hereafter existing at law or in equity; provided, however, that notwithstanding any other
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.
(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
-9 *T of the
City or the City Council.
(iv) None of the members of the City Council, nor any other official or officer,
Tt-nnoLglo%ee of the Citv, shall be chgj��ed personally by the Registered Owners with
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under this Ordinance.
Miner provicie(l, nowever, LIM MIJ 111LOPUSS I•'S W11 UCIMIUME.0--pil
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,
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further authorized to execute such agreement.
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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
*fficial Statement and Official Statement relating to the Certificates and any addenda, supplement
amendment thereto, and approves the distribution of such Official Statement in the reoffening—
of the Certificates by the initial Purchaser in final form, with such • therein or additions
thereto as the officer executing the same may deem advisable, such determination to be
• evidenced by his execution thereof. The distribution and use of the Preliminary
Official Statement dated April 28, 2015, prior to the date hereof is ratified and confirmed. The
•
y ffici I Statement and
herebd determines that the Preliminar 0 la
the Official Statement were and are "deemed final" (as that term is defined in 17—C-Y.R. Section
240.15c-12) as of their respective dates.
Section 16. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports.
The City shall provide annually to the MSRB, (1) within six months after the end • each fiscal
year of the City ending in or after 2015, financial imation and operating data with res e t to
info
the City of the general type included in the final Official Statement authorized by Section 15 of
this Ordinance, being information of the type described in Exhibit "B" hereto , including financial
i i6iijited inancial statements of the City are then available, and (2) if :.•.,
proviaect as parf oT Mil Yinalicial 11011111MIA111
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
accounting principles as the City may be required to employ from time to time pursuant to state
law or regulation, and in substantially the form included in the official statement, and (ii) audited,
if the City commissions an audit of such financial statements and the audit is completed within the
period during which they must be provided. If the audit of such financial statements is not
complete within 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
applicable fiscal year, when and if the audit -•• • such statements becomes available.
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of the new fiscal year end) prior to Me next MEE oy =WYMIF C77 WUPEFFINU
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 • • documents or may be i"• • specc reference to any
document that is available to the public on the MSRB's 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 by the MS
(b) Event Notices. The City shall notify the MSRB, in an electronic forniat, as
prescribed by the MSRB, in a timely manner not in excess of ten business days after the occurrence
of the event, of any of the following events with respect to the Certificates:
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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;
H. Certificate calls, if material within the meaning of the federal securities laws
and tender offers;
J. Release, substitution, or sale of property securing repayment of the
Certificates, 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 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
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
timely manner, of any failure by the City to provide financial information or operating data
accordance with subsection (a) of this Section by the time required by such subsection.
documents provided to the MSRB pursuant to this Section shall be accompanied by identify]i
information as prescribed by the MSRB.
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Certificates. If the City so amends the provisions of this Section, it shall include with any amended
financial information or operating data next provided in accordance with 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 repeat the provisions of this continuing disclosure agreement if the SEC amends or
repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that
such provisions of the Rule are invalid, but only if and to the extent that the provisions of this
sentence would not prevent an underwriter from lawfully purchasing or selling Certificates in the
primary offering of the Certificates.
(d) Definitions, As used in this Section, the following terms have the meanings
•`* to such terms below:
"SEC" means the United States Securities and Exchange Commission.
Section 17. AMENDMENT OF ORDINANCE. The City hereby reserves the right to
amend this Ordinance subject to the following terms and conditions, to -wit -
(a) The City may from 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)
cure any ambiguity, defect or omission in this Ordinance that does not materially adversely affect
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add events of default as shall not be inconsistent with the provisions of this Ordinance and that
shall
• materially adversely affect the interests • the holders, (iv) qualify this Ordinance under
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 a-oDroval
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
-7L 0 . 'the Ci -'s Bond Counsel materiallyz adverse14-A affect
the interests of the holders.
(b) Except as provided in paragraph (a) above, the holders of Certificates aggregating
in principal amount 5 1 % of the aggregate principal amount of then outstanding Certificates that
are the subject of a proposed amendment shall have the right from time to time to approve any
amendment hereto that may be deemed necessary or desirable by the City; provided, however, that
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(1) Make any change in the maturity • any • the outstanding Certificates-,
(2) Reduce the rate of interest borne by any of the outstanding Certificates;
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(3) Reduce the amount of the principal of, or redemption premium, if any..
payable on any outstanding Certificates-,
(4) t• the terms • payment • principal or of interest or redemption
• on r• Certificates or any of them or •t 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.
amendatory Or nance, and Me respective rignis, Miles, an(I ODIIgULIMIS 01 LIM �-IL7 ULM W U161111te'r,
of such affected Certificates shall thereafter be determined, exercised, and enforced, subject in all
respects to such amendment.
(f) Any consent given by the holder of a Certificate pursuant to the provisions of this
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
holders of 5 t % in aggregate princi al amount of the affected Certificates then outstanding, have,
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prior to the attempted revocation, consented to and approved the amendment.
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reason of this Ordin ce or any covenant, condition or stipulation hereof, and all covenants,
stipulations, promises and agreements in this Ordinance contained by and on behalf of the City
shall be for the sole and exclusive benefit of the City and the registered owners of the Certificates.
Section 23. 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 ® this Ordinance.
Section 24. SEVERABILITY. If any provision of this Ordinance or the application
thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the
application thereof to other circumstances shall nevertheless be valid, and this governing bo y
hereby declares that this Ordinance would have been enacted without such invalid provision.
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Section 25. EFFECTIVE DATE. This Ordinance shall become effect immediately
from and after its passage on first and final reading in accordance with Section UOL028, Texas
Government Code, as amended.
Section 26. PERFECTION. Chapter 1208, Goveniment Code, applies to the issuance
of the Certificates and the pledge of ad valorem taxes and surplus net revenues granted by the City
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 pledge of ad valorem taxes and surplus net revenues granted by the City under
& 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
determines are reasonable and necessary under Texas law to comply with the applicable provisions
of Chapter 9, Business & Commerce Code and enable a filmig 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 (1) one-tenth of one percent of the
principal amount of the Certificates or (ii) $9,500, provided that such fee shall not be less 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
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make this payment. The City is also authorized to reimburse the appropriate City funds for such
payment from proceeds of the Certificates.
GTOWN/COTax/2015: Ordinance 27
Dale Ross, Mayor
City of Georgetown, Texas
ATTEST:
A/v., erzTo&-z,
Jess a rettle, CitOe'cretary
APPROVED AS TO FORM:
CL
Bridget Chapman, CiAtto*y
GTOWN/COTax/2015: Ordinance Sig Pg CO Ord
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Paying Agent\Registrar Agreement
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The following information is referred to in Section 16 of this Ordinance.
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The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified (and included in the Appendix or
under the headings of the Official Statement referred to) below:
(1) Table 1 - Valuation, Exemptions and Ad Valorem Tax Debt-,
(2) Table 2 - Taxable Assessed Valuations by Category;
(3) Table 3 - Valuation and Ad Valorem Tax Debt History,
(4) Table 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 by Unissued General Obligation Bonds-, and
(8) Appendix B.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements referred to in the paragraph above.
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