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Home My WebLink AboutORD 2015-32 - GO Refunding Bonds 2015D THE STATE OF TEXAS § COUNTY OF WILLIAMSON § CITY OF i• § We, the undersigned officers and members of the City of Georgetown, Texas (the "City"), hereby certify as follows: 1 . The City • • the City convened in REGULAR MEETING ON THE 12TH DAY OF MAY, 2015, at Council Chambers, 101 E. 7th Street, Georgetown, Texas (the Uip-;; tt 1111 - Qti -------- Lai --mih Dale Ross, Mayor Rachel Jonrowe, Mayor Pro Tern, Councilmember District 6 Patty Eason, Councilmember District 1 Keith Brainard, Councilmember District 2 • Hesser, Councilmember District 3 Steve Fought, Councilmember District 4 Jerry Hammerlun, Councilmember District 5 • • Councilmember District 7 and all of the persons were present, except the following absentees: thus constituting a quorum. Whereupon, among other business, the following was transacted at the Meeting: a written was duly introduced '• the consideration • the City Council. It was then • 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: 2. A true, full and correct copy of the Ordinance passed at the Meeting described in 4'.j abi -yj foij 'i j", a4i ii 2--t2-c i to ij Ciiiiiiatei jjat Jhe Georgetown: G0Refg\15\De1: OrdinanceCen 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 551, Texas Government Code. 3. The Mayor of the City has approved and hereby approves the Ordinance-, that t Mayor and the City Secretary of the City have duly signed the Ordinance; and that the Mayor a the City Secretary of the City hereby declare that their signing of this Certificate shall co e gg oed nstitul thsininf the attachand oo fllowing copy f the Ordinance for all purposes. Georgetown: G0Refg\15\DeI: OrdinanceCert CityTeary Georgetown: GORefg\15\Del: OrdinanceCert Mayor City —y retary T [CITY SEA.,_] Georgetown: GORefg\15\Del: OrdinanceCert (14 Mayor Ci ere ary Georgetown: GORefg\15\Del: OrdinanceCert Mayor CiIV cr�etary Georgetown: GORefg\15\Dc1: OrdinanceCert Mayor I we LIJ 11 VA 101410111 of 101 IN140 KIM 0 1 DI Lu,.,j Of WAN I Ilm a KIIN v I as -Tallig"ll I Adopted May 12, 2015 Georgetown\GORefg\15\Del: Ordinance • A w E WN KIN I w go 116 1 suinvow "swim; Pafe Preamble.......................................................................................................................................... Section1. RECITALS .............................................................................................................. 2 Section2. DEFINITIONS..................................................................................................... 2 Section 3. AMOUNT, NAME, PURPOSE AND AUTHORIZATION AND VISIONSTATEMENT ........................................................................................... 2 Section 4. DATE, DENOMINATION, MATURITIES, NUMBERS, INTERESTAND REDEMPTION ................................................................. o ....... �,ection 5. CHARACTERISTICS OF THE BONDS ...................................................... ....... 5 Section6. FORM OF BOND ................................................................................................... 9 Section7. TAX LEVY ........................................................................................................... 19 Section 8. ESTABLISHMENT OF ESCROW FUND ........................................................... 2f Section 9. DEFEASANCE OF BONDS ................................................................................. 2Z r*ection 11. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND COUNSELIS OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED ........................... 22 Section 12. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THEBONDS......................................................................................................... 23 Section 13. APPROVAL OF OFFERING DOCUMENTS, PAYING AGENT/ REGISTRAR AGREEMENT AND ESCROW AGREEMENT............. ............ 25 Georgetown\GORefg\15\De1: Ordinance i Section 14. INSURANCE PROVISIONS ................................................................................ 26 Section 16. AMENDMENT OF `'-.—....—_-'~.___..__..~_._......-2g Section 17. DEFAULT AND REMEDIES .............................................................................. 3} Section 19. PAYMENT OF ATTORNEY GENERAL FEE ................................................... 32 Section 21. INTERPRETATIONS ....—......—........._.~_-...---.-.—.—_—.'---.32 Section 22. INCONSISTENT PROVISIONS -.-...~._._-.—.--.--~^`-'~'..._~,_--'.33 Section 23. INTERESTED PARTIES ...................................................................................... q3 EXHIBIT A DEFINITIONS EXHIBIT B DESCRIPTION OF ANNUAL FINANCIAL INFORMATIO] 15VDeLOminano u THE STATE OF TEXAS § COUNTY OF WILLIAMSON § CITY OF GEORGETOWN § WHEREAS, the City Council of the City deems it advisable and in the best interest of the City to refund the Refunded Obligations, as defined in Exhibit "A" attached hereto, in order to g1jig iiiiii Jej�,grvjjj i vii.,ji if noi less than 3.00% of the irinciial amount of and terms to be included in a pricing certificate to be executed by the Mayor, acting as the designated pricing officer of the City, or, in the absence of the Mayor, the Mayor Pro Tem, all in accordance with the provisions of Chapters 1207 and 13 71 of the Texas Government Code thereof; and WHEREAS, Chapter 1207, Texas Government Code, as amended ("Chapter 1207") authorizes the City to issue refunding bonds and to deposit the proceeds from the sale thereof together with any other available funds or resources, directly with a place of payment (paying Obligations or with a trust comjLan,-,,; or commercial bank that does not act as depository for the City, and such deposit, if made before such payment dates, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, Chapter 1207 further authorizes the City to enter into an escrow agreement 4 * w Lf* , oezctr commercial bank that does not act as depository for the City with respect to the safekeeping, investment, reinvestment, such escrow agent may agree, provided that such deposits may be invested and reinvested in Defeasance Securities, as defined herein; and WHEREAS, the Escrow Agreement hereinafter authorized, constitutes an agreement of the kind authorized and permitted by said Chapter 1207; and WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to maturity within 20years of the date of the bonds hereinafter authorized: and Georgetown\GORefg\15\De1: Ordinance WHEREAS, the Bonds authorized by this Ordinance are being issued and delivercl pursuant to the City Charter and Chapters 1207 and 1371 of the Texas Government Code, amended, and other applicable laws; and i WHEREAS, it is hereby officially found and determined that the me - i a Ordinance was passed was open to the public, and public notice of the time, place and purpose of the meeting was given, all as required by Chapter 551, Texas Government Code. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS: Section 1. RECITALS. The recitals set forth in the preamble hereof are incorporat herein and shall have the same force and effect as if set forth in this Section. i Section 2. DEFINITIONS. For all purposes of this Ordinance, except as otherwise expressly provided or unless the context otherwise requires, the terms defined in Exhibit "A" to this Ordinance have the meanings assigned to them in Exhibit "A". UT RO11111 1 ! 1111:11101 i CWN I �;1 b0 0 (b) Vision Statement. The City Council hereby finds that the enactment of this Ordinance and issuance of the Bonds complies with the Vision Statement of the City. 1111 OR! J (except the Initial Bond delivered to the Attorney General of the State of Texas which shall be tfcrrfrbum&'k'--=',i TPC -?--i respeo&ve h-j�� *Y'rrrels-&rw?' or to the registered assignee or assignees of said Bonds or any portion or portions thereof, in Authorized Denominations, maturing not later than August 15, 2037, serially or otherwise on the dates, in the years and in the principal amounts, respectively, and dated, as all set forth in the Pricing Certificate to be executed and delivered by the Pricing Officer pursuant to subsection (b) of this section. The Pricin•g Certificate is hereby incorporated in and made a part of this Ordinance. The Bonds shall be designated by the year in which they are awarded as set forth in the Pricing Certificate. The authority for the Pricing Officer to execute and deliver the Pricing Certificate for the Bonds shall expire at 5 -00 p.m. C.D.T. on May 12, 2016. Bonds priced on or before May 12, 2016 may be delivered to the initial purchaser after such date. Georgetown\GORefg\15\De1: Ordinance (b) As authorized by Chapters 1207 and 071, Texas Government Code, as amended, the Pricing Officer is hereby authorized to act on behalf of the City in selling and delivering the Bonds, determining if a Series of bonds is a Taxable Series or a Tax -Exempt Series and determining Which7of the Refundable Obligations shall be refunded and constitute Refunded including determining the date of the Bonds, any additional or different designation or title by which the Bonds shall be known, the price at which the Bonds will be sold, the years in which the Bonds will mature, the principal amount to mature in each of such years, the aggregate princi al ip amount of Current Interest Bonds and Premium Compound Interest Bonds, the rate or rates of upon and at which the Bonds shall be subject to redemption prior to maturity at the option of the City, as well as any mandatory sinking fund redemption provisions, and all other matters relating to the issuance, sale, and delivery of the Bonds and the refunding of the Refunded Obligations, all of which shall be specified in the Pricing Certificate; provided that (i) the price to be paid for the Bonds shall not be less than 90% of the aggregate original principal amount thereof plus accrued ixterest ficerect froirt-h—,date-to it�-ieliverv. (ii) wvte of t1te BoTd.%--,, �4-v%v- i-,,tterestat a rg!-te- *r ...ate..M N =— I --- law, dilu �111) Lile rululiul st ))rUUtCU U 11UL itFUNUM IL�Mlvl SCLI Wr, of the principal amount of the Refimded Obligations, net of any City contribution. In establishing the aggregate principal amount of the Bonds, the Pricing Officer shall establish an amount not to exceed the amount authorized in Section 3, which shall be sufficient to provide for the purposes for which the Bonds are authorized and to pay the costs of issuing the Bonds. To achieve advantageous borrowing costs for the City, the Bonds shall be sold on a negotiated, placement or competitive basis as determined by the Pricing Officer in the Pricing r._W4Ww,A*,Jn --Jetennini - , Bv-nds bi. .# -i -.1acenient or comyetRi ive sale., the Pricing Officer shall take into account any material disclosure issues which miaht exist at the time, the market conditions expected at the time of the sale and any other matters which, in the judgment of the Pricing Officer, might affect the net borrowing costs on the Bonds. If the Pricing Officer determines that the Bonds should be sold at a competitive sale,, the Pricina Officer shall cause to be prepared a notice of sale and official statement in such manner as the Pricing Officer deems appropriate, to make the notice of sale and official statement available to those insitutions and firms wishini to submit a bid for the Bonds, to receive such bids, and to 'W,TTUfU L11C ST=f =15 =14S LO L110 911UUUf SL*1111LU11g LUC JIUSL vilt in acuoruaflue TTY """=_ 'rollislofis of the notice of sale. If the Pricing Officer determines that the Bonds should be sold by a negotiated sale or placement, the Pricing Officer shall designate the placement purchaser or the senior managing underwriter for the Bonds and such additional investment banking firms as the Pricing Officer deems appropriate to assure that the Bonds are sold on the most advantageous terms to the City. The Pricing Officer, acting for and on behalf of the City, is authorized to enter into and carry out i jj&-8-.,m rzpn'14 43-inok&ai with the underwriters or placement purchasers at such price, with and subject to such terms as determined by the Pricing Officer pursuant to this Section 4(b) above. Gcorgctown\GORefg\15\De1: Ordinance in satisfaction of Section 1201.022(a)(3), Texas Government Code, the City Council determines that the delegation of the authority to the Pricing Officer to approve the final terms and conditions of each Series of the Bonds as set forth in this Ordinance is, and the decisions made by Will be, in the best interests and shall have the same torce anct ettect as it sucti cietermination were made by the City Council and the Pricing Officer is hereby authorized to make and include in a Pricing Certificate an appropriate finding to that effect. (c) The Current Interest Bonds shall bear interest calculated on the basis of a 360 -day year composed of twelve 30 -day months from the dates specified in the FORM OF BO set forth in this Ordinance to their respective dates of maturity or redemption at the rates per annum. set forth in the Pricing Certificate. The Premium Compound Interest Bonds shall bear interest from the Issuance Date, Pricing Certificate, and payable, together with the principal amount thereof, in the manner provided in the Form of Bonds at the rates set forth in the Pricing Certificate. Attached to the Pricing Certificate, if Premium Compound Interest Bonds are to be issued, shall be the Accretion Table. The Accreted Value with respect to any date other than a Compounding Date is the amount set forth on the Accretion Table with respect to the last preceding Compounding Date, plus the portion of the difference between such amount and the amount set forth on the Accretion Table with respect to the next succeeding Compounding Date that the number of days (based on 30 -day m*nthsY from such last nrecedin- Cormcoundin - h -.+;__ ;� being calculated bears to the total number of days (based on 30 -day months) from such last preceding Compounding Date to the next succeeding Compounding Date. (d) Right of RedeLnption. The City reserves the right, at its option, to redeem the Bonds as set forth in the FORM OF BOND and the Pricing&irt�h �- W, -- before the date of any optional redemption, shall notify the Paying Agent/Registrar of such redemption date and of the amount and maturity of the Bonds to be redeemed. (e) Notice of Redemption to Bondholder. The Paying Agent/Re give gistrar shall notice of redemption, such notice shall state that said redemption may, at the option of the City, be conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Georgetown\GORefg\15\De1: Ordinance 4 Ment/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no force and effect, the City shall not redeem such Bonds and the Paying •- -• shall give notice, in the manner in which the notice of redenintion was aiven. to 011 (f) Effect of Rede=tio . Notice of redemption having been given as provided in this Section, the Bonds called for redemption shall become due and payable on the date fixed for redemption and, unless the City defaults in the payment of the principal thereof or accrued interest thereon, such Bonds thereof shall cease to bear interest from and after the date fixed for redemption, whether or not such Bond is presented and surrendered for payment on such date. If the Bonds thereof called for redemption are not so paid upon presentation and surrender thereof for redemption, such Bonds thereof shall continue to bear interest at the rate stated on the Bond until paid or until due provision is made for the payment of same. (g) Conditional Notice of Rede=tion,, With respect to any optional redemption of the Bonds, unless certain prerequisites to such redemption required by this Ordinance have been met and monevs sufficient to ywt the yorincival of the _Vremi 4 if an , and interest on the Bonds to be redeemed shall have been received by the Paying Agent prior to the giving of such notice of redemption, such notice shall sate that said redemption may, at the option of the City, be conditional on the satisfaction of Such rere isites and rec t f mone s b ---------- U411-70WR - Ut'LlUr, 411 ell, L* L 10 Cdl= L =IL L17;7 110011 redeemed. Section 5. CHARACTERISTICS OF THE BONDS. (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, National Association in Dallas, Texas (the "Paying •e - t t f1t,'i g Wji6ali _j"g6gi"*rds Wr t1j jjjjgr�jj •"j Llij "i eyjW T =T-8=7 =c; -?TgTT(TT =1111 ISM=), =T =ITLJ Up.01UHILS LIX f Wj -ig-fIV&et, ra -&T its registrar and transfer agent to keep such books or records and make such registrations of transfers, conversions and exchanges under such reasonable regulations as the City and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein provided within three days of presentation in due and proper form. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the Registered Owner of each Bond to which payments with respect to the Bonds shall be mailed,-ashfffin-.%rovided; but it shall be the dut:,,Laf=h-&gistered Owner to notif�oA the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The City shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other Gcorgctown\GORefg\15\De1: Ordinance MUM IPM, MINIM =00�= Date) shall be sent at least five (5) business days prior to the Spe I )a e by # nite at irst-class postage prepaid, to the address of each Registered Owner appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. (c) in General. The Bonds (i) shall be issued in fully registered form, without interest coupons, with the princi al of and interest on such Bonds to be payable only to the Registered IP Owners thereof, (ii) may be transferred and assigned, (iii) may be converted and exchanged for other Bonds, (iv) shall have the characteristics, (v) shall be signed, sealed, executed and authenticated, (vi) the princi al of and interest on the Bonds shall be payable, and (vii) shall be 11) administered :• the Paying Agent/Registrar and the City shall have certain duties and Georgetown\GORefg\15\DeI: Ordinance 6 responsibilities with respect to the Bonds, all as -provided, and in the manner and to the effect as required or indicated, in the Pricing Certificate and the FORM OF BOND set forth in this Ordinance. The Bonds initially issued and delivered pursuant to this Ordinance are not required to be. and shall not be. authenticated by the PWdnZ A 'gent/Re istrar, but on each substitute Bond issued in conversion of and exchange for any Bond or Bonds 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 BOND. (d) Substitute PUing Agent/Registrar. The City covenants with the Registered Owners of the Bonds that at all times while the Bonds are outstanding the City will provide a competent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying Agent/Registrar will be one entity. The City reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 30 days written notice to the Paying Agent/Registrar, to be effective at such time which will not disrupt or delay payment on the next prin i p al or interest payment date after such notice. In the event that the entity at any time acting ciI as Paying-Agent/Re istrar (or its successor b mer er, ac-quisition or other method.) should resign or otherwise cease to act as such, the City covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Regaistrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous �aying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by the City. Upon any change in the Paying Agent/Registrar to each Registered Owner of the Bonds, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the City and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among DTC participants (the "DTC Participant") or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Registered Owner, as shown on the Registration Oeorgetown\GORefg\15\De1: Ordinance 7 Books, of any notice With respect to the Bonds, or (iii) the payment to any DTC Partici ant or any IP person, other than a Registered Owner, as shown on the Registration Books of any amount with respect to principal of or interest on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, but to the extent pennitted by law, the City and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose of payment of principal of and interest, with respect to such Bond, for the purposes of registering transfers 4iwmU#aW&'usIin-[tnd. and f j. or all other II;es of reig wigo�q.,-wMc"wI th sy—ect to such Bonds, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the Bonds only to or upon the order of the respective Registered Owners, as shown in the Registration Books as provided in this Ordinance, or their respective attorneys 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 and interest on the Bonds to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in the Registration Books, shall receive a Bond evidencing the obliaation of the City to make payments of principal, and interest pursuant to this Ordinance. Upon delivery by DTC to the nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks being mailed to the registered owner at the close of business on the Record Date the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. (f) Successor Securities DepositoKy, Transfer Outside Book- E tr -Only System. In the p —Y event that the City determines to discontinue the book -entry system through DTC or a successor or DTC determines to discontinue providing its services with respect to the Bond, the City shall All, FiR d-to-aet-as--s ARM, I! Georgetown\GORefg\15\De1: Ordinance SIMON rorm I IT= lowns TIS Afar SlIzill um J jD'VI - U11 IMIRLI.I. UIL-NAXII III one registered definitive Bond for each year of maturity of the Bonds, in the aggregate principal amount of all the Bonds for such maturity. Section 6. FORM OF BOND. The form of the Bond, including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment, the form of Initiat Bond and be attached to the Bonds initially issued and delivered pursuant to this Ordinance, shall be, res ectivel ubstantiall as 0 ows with suc a ropriate variations, omissions or insertions as s E (All blanks and M qppropnate or necessM insertions or deletions, to be cowleted as determined by the Pricing Officer in the Pricing Certificate.) NO. R- UNITED STATES OF AMERICA PRINCIPAL STATE OF TEXAS AMOUNT WILLIAMSON COUNTY $ CITY OF GEORGETOWN, TEXAS SERIES 2015 [FORM OF FIRST PARAGRAPHS OF CURRENT INTEREST BONDS] INTEREST RATE DATE OF BOND MATURITY DATE CUSIP NO. *To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language in the Pricing Certificate shall be used in the executed Bonds. Gcorgetown\GORefg\15\Del: Ordinance -VU!W7S7ffe-'T-TTT, a political suouivision or me Kate or I exas, nereby promises to pay to the Registered Owner set forth above, or registered assigns (hereinafter called the "Registered Owner") the principal • set forth above, and to is interest thereon from 20—*, on 2Cl__* and semiannually thereafter on each and –* to the maturity date specified above, or the date of redemption prior to maturity, at the interest rate a ove calculated on the basis of a 360-dav vear of twelve 30- b �ili�lu$W 4 Cf f P11-111LA �W 0. CT11CMc[tT+]TTS7d*L 'I P�a I - IF[ 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 Bond or Bonds, if any, for which this Bond is being exchanged or converted from is due but has in full. Notwithstanding the foregoing, during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, any payment to the securities depository, or its nominee or registered assigns, shall be made in accordance with existing arrangements between the City and the securities depository. ITEM= - on the business day of the month next preceding each such date (the "Record Date") on the registration books kept by the Paying Agent/Registrar (the "Registration Books"). In addition, interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Registered Owner. In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each owner of a Bond *To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language in the Pricing Certificate shall be used in the executed Bonds. Georgetown\GORefg\15\Del: Ordinance 10 the date of mailing of such notice. DURING ANY PERIOD in which ownership of the Bonds is determined only by a book i�AM, fir f ofthe Bonds of the same maturit-w, and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the City and the securities depository. [FORM OF FIRST PARAGRAPHS rur-* 1� 1112113-H 11 - 1 0 1 1xv 10 1W CA go] bt—the-State—b—t-l-exas, hereby promises 10 Pay LO Me ITI'TT110f SOL IVIL111 assigns (hereinafter called the "Registered Owner") the Maturity Amount set forth above, representing the principal amount hereof and accrued and compounded interest hereon. Interest yr-�V421 TF?AP= !Uk�ixf=–sf- DA specified above, calculated on the basis of a 360 day year comprised of twelve 30 day months, compounded semiannually on * and * of each year commencing 20—*. For convenience of reference a table of the "Accreted Value" per $5,000 Maturity Amount is printed on the reverse side of this Bond. The term "Accreted Value" as set forth in the table on the reverse side hereof shall mean the original principal amount plus 1 tial premium per $5,000 Maturity Amount compounded semiannually on and * at the yield shown on such table. THE MATURITY AMOUNT of this Bond is payable in lawful money of the United States of America, without exchange or collection charges, The Maturity Amount of this Bond shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at itaturAz, at 6e desi.anated office for p.yment of The Bank of New York Mellon Trust Company, *To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language in the Pricing Certificate shall be used in the executed Bonds. Georgetown\GORefg\15\Del: Ordinance I I National Association, Dallas, Texas, which is the "Paying Agent/Registrar" for this Bond, and shall be drawn by the Paying Agent/Registrar on, and solely from, funds of the City required by the order authorizing the issuance of the Bonds (the "Ordinance") to be on deposit with the Paying to —the Registered Owner hereof. as it appears on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. The City covenants with the Registered Owner of this Bond that on or before the ana SinKingrunu immediately available fimds of the Maturity Amount, when due. Notwithstanding the foregoing, during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, any payment to the securities depository, or its nominee or registered assigns, shall be made in accordance with existing arrangements between the City and the securities depository. ANY ACCRUED INTEREST due at maturity as provided herein shall be paid to the Registered Owner upon presentation and surrender of this Bond for payment at the Designated Payment/Transfer Office of the Paying Agent/Registrar. The City covenants with the Registered #yTT1C-rL7#,f Phis 34int t1hat #-.A*r 4,eftrc cack7:jwfneattzte f#r 4,vAf A , A A '.- Paying Agent/Reaistrar, from the "Interest and Sinking Fund" created by the Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where the principal corporate trust office of the Paying Agent/Reizistrar 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 fma-sucli a Sat_urda-xA, SundaL legal bolidap, to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. THIS BOND is one of a series of Bonds dated 20_*, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $ *9 TO PROVIDE FUNDS FOR REFUNDING THE REFUNDED OBLIGATIONS; AND PAYING THE COSTS ASSOCIATED WITH THE ISSUANCE OF THE BONDS. ON —1 20_*, or on any date thereafter, the Bonds of this Series maturing on and after — 20 * may be redeemed prior to their scheduled maturities, at the option of the City, with funds derivea from any available and lawful source, at par plus accrued interest I hfia jlr� the. ular maturities to be redeemed shall be selected and designated by the City and if less than all of a *To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language in the Pricing Certificate shall be used in the executed Bonds. Georgetown\GORefg\15\Del: Ordinance 12 maturity is to be redeemed, the Paying Agent/Registrar shall determine by lot the Bonds, or a portion thereof, within such maturity to be redeemed (provided that a portion of a Bond may be redeemed only in an integral multiple of $5,000). [THE BONDS MATURING ON , _* are subject to mandatory sinking fund nvi Ity-14i amLvunts *n the -followin._ dates and at".rice of par plus accrued interest to the redemption date ('!Term Bonds"). Term Bonds Maturing on 20 Redemption Date Principal Amount 520 $ 520 ®! $ t t Final Maturity THE PRINCIPAL AMOUNT of the Term Bonds required to be redeemed pursuant to 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.]** - - - - - - - - - - - - - - inforination services-, provided, however, that the failure to send, mail or receive such notice, or s T --,t '9 ivete uyi I i 7t a Vt ere*f sit,?-] I v*t affect 6-e v liditv or effect' ctue provision snan 6e HIM IINTn Tn� Tying 1-kgenU1N_eg1NLrdr Wr L110 PTCJ11X11L Vi LIX rt;q1J_1TrXL redemption price for the Bonds or portions thereof which are to be so redeemed. If due provision for such payment is made, all as provided above, the Bonds or portions thereof which are to t .- `f eemed thereby automatically shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded *To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language in the Pricing Certificate shall be used in the executed Bonds. **Use of Term Bonds, if any, to be determined by the Pricing Officer. Georgetown\GORelg\15\Del: Ordinance 13 from the Paying Agent/Registrar out of the funds provided for such payment. If a portion of any Bonds shall be redeemed a substitute Bond or Bonds having the same maturity date, bearing --tik-m-st at the same rate, i an_-- denomination or denominations mAn integral multivle of $5,00Q.. at the written request of the moi_. Owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in the Ordinance. WITH RESPECT TO any optional redemption of the Bonds, unless certain prerequisites to such redemption required by the Ordinance have been met and moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state that said redemption may, at the option of the City, be conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of If a conditional notice of redempotion is -i -i ij sitpzup Ahe xed= nt i o n and sufficient moneys are not received, such notice shall be of no force and effect, the City shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Bonds have not been redeemed. ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Ordinance, this Bond, or any unredeemed portion hereof, may, at the request of the Registered for a like aggregate principal amount of fully registered Bonds, without interest coupons, payable to the appropriate Registered Owner, assignee or assignees, as the case may be, having the same denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Ordinance. Among other requirements for such assignment and trp-Itsfarl-ty-is-V proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in I iv *f T MT11-3 Georgetown\GORefg\15\De1: Ordinance 14 WHENEVER the beneficial ownership of this Bond is determined by a book entry at securities depository for the Bonds, the foregoing requirements of holding, delivering transferring this Bond shall be modified to require the appropriate person or entity to meet I'm is a] the same effect. IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the City, resigns, or otherwise ceases to act as such, the City has covenanted in the Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Registered Owners of the Bonds. IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly authorized, issued, and delivered; that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this Bond have been performed, existed, and been done in accordance with law; and that ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such -kvied against all taxable property in the City, and have been pledged for such payment, within the limit prescribed by law. BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the City, and •' that the terms and provisions of this Bond and the Ordinance constitute a contract between each Registered Owner hereof and the City. IN WITNESS WHEREOF, the City has caused this Bond to be signed with the manual or facsimile sianature of the Mayor of the City and countersigned with the manual or facsimile signature of the City Secretary and has caused the official seal of the City to be duly impressed, or placed in facsimile, on this Bond. City Secretary Mayor (To be executed if this Bond is not accompanied by an executed Registration Certificate of the Comptroller of Public Accounts of the State of Texas) Georgetown\GORefg115\De1: Ordinance 15 It is hereby certified that this Bond has been issued under the provisions of the Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or replacement of, or in exchange for, a Bond, Bonds, or a portion of a Bond or Bonds of a Series which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION Paying Agent/Registrar B Authorized Representative For value received, the undersigned hereby sells, assigns and transfers unto I R WHO 11 Wil I US] INVIR 111 1617-JWIS includingip zi code, of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints , attorney, to register the transfer of the within Bond on the books kept for registration thereof, with full -power of substitution in the premises. Dated: Signature Guaranteed: Georgetown\GORefg\15\3c1: Ordinance 16 NOTICE: Signature(s) must be guaranteed • a member firm of the New York Stock Exchange or -------------------- ------------- a R IM110TIMMONAMI NOTICE: The signature abov my,st oiwesjo#'• 1.vitk J. • the Registered Owner as it appears upon the front of this out alteration or enlargement • any change whatsoever. IF ii I E 1101 I hereby certify that this Bond has been approved by the Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of Public Accounts • the State • Texas. Witness my signature and seal this •' rg I V-X0J = IMM (i) The initial Current Interest Bonds shall be in the form set forth in this Section, except that: A. immediately under the name of the Bond, the headings "INTEREST RATE" and "MATURITY DATE" shall both be completed with the words "As shown below" and "CUSIP NO." shall be deleted. B. the first paragraph shall be deleted and the following will be insertem 'ON THE MATURITY DATE SPECIFIED ABOVE, the City of Georgetown, Texas (the "Issuer"), being a political subdivision, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), on 1 Georgetown\GORefg\15\De1: Ordinance 17 20 # in each of the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: Principal Maturity Date Interest Amount Rate (Information for the Current Interest Bonds from the Pricing Certificate to be inserted) T UM, U10 13STET P1T*17T-T9C1,71r711.T Uf) —d-ra-Uris I of a 360 -day year of twelve 30 -day months) from 20—* at the respective Interest Rate per annum specified above. Interest is payable on _, 20 * and semiannually on each * and_ * thereafter to the date of payment of the principal installment specified above; except, that if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such principal amount shall jjj!7 jjjW jj-e+,,.j jatj j '6 j e jj authentication, unless such - date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been pa d, then this Bond shall bear interest from the date to which such interest has been paid in full." (ii) The Initial Compound Interest Bond shall be in the form set forth in this Section, except that: A. immediately under the name of the Bond, the headings "INTEREST RATE" and WIMATURITY DATE" shall both be completed with the words "As shown below" and "CUSIP NO. " shall be deleted. v . `THE CITY OF GEORGETOWN, TEXAS (the "Citybeing a political subdivision of the State of Texas, hereby promises to pay to the Registered Owner set forth above, or registered assigns (hereinafter called the "Registered Owner") the Payment at Maturity on in each ok the wears and in installments of the resvective Maturiq, Amounts set forth in thef4llow� :- Maturity Maturity Date Interest Amount Rate *To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language in the Pricing Certificate shall be used in the executed Bonds, Gcorgctown\GORefg\MDel: Ordinance 18 (Information for the Premium Compound Interest Bonds from the Pricing Certificate to be inserted) The amount shown above as the respective Maturity Amounts represent the principal amount hereof and accrued and compounded interest hereon. Interest shall accrue on the principal amount hereof from the Issuance Date at the interest rate per annum specified above, compounded semiannually on —* and * of each year commencing 20 * For convenience of reference, a table appears on the back of this Bond showing the "Compounded Wiiiiiiii"i UTFI, if any. ber $5.000 Maturitv Amount C. the initial Premium Compound Interest Bond shall be numbered �'TPC- U� Section 7. TAX LEVY. A special Interest and Sinking Fund (the "Interest and Sinking Fund") is hereby created solely for the benefit of the Bonds, and the Interest and Sinking Fund shall be established and maintained by the City at an official depository bank of the City, The V1i 1. • a,t — all other funds and accounts of the fund each year); and the tax shall be based on the latest approved tax rolls of the City, with full allowance being made for tax delinquencies and the cost of tax collection. The rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in the City for each gar while 6n of the Bonds or interest thereon are outstanding and unpaid-, 17POTM MR and Sinkina Fund. The ad valorem taxes sufficient to provide for the payment of the interest on and princi�al of the Bonds, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law. Accrued interest on the Bonds shall be deposited in the Interest and Sinking Fund. Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the pledge of the ad valorem taxes granted by the City under this Section, and is therefore valid, effective, and perfected. If Texas law is amended at any time while the Bonds are outstanding and unpaid i 4 *To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language in the Pricing Certificate shall be used in the executed Bonds. GeorgetownNGORefg\l 5\Det: Ordinance 19 the applicable provisions of Chapter 9, Business & Commerce Code and enable a filing to perfect the security interest in said pledge to occur. LuC PTSICeCtS 41 Luc saw oT Me Vencis ITTY-k-tic Tscu as solin as Pj the purposes for which the Bonds are issued. (b) Securily for Funds. All funds created by this Ordinance shall be secured in the manner and to the fullest extent required by law for the security of funds of the City. (c) Maintenance of Funds. Any funds created pursuant to this Ordinance, other than the Escrow Fund, may be created as separate funds or accounts or as subaccounts of the City's General Fund held by the City's i-• and, as such, not held in separate •. accounts, such treatment shall not constitute a comminAlini • tb monies in such funds • • such funds and the F V such fund. (d) Escrow Fund. A portion of the proceeds of the Bonds, together with any cash contribution, in an amount necessary to refund the Refunded Obligations shall be deposited in the Escrow Fund created and governed • the terms of the Escrow Agreement, Section 9. DEFEASANCE OF BONDS (a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent provided in subsections (c) and (e) of this Section, when payment of the principal of such Bond, plus interest thereon to the due date or dates (whether such due date or dates be by reason of maturity, upon redemption, or otherwise) either (1) shall have been made or caused to be made in accordance with the terms thereof (including the giving of any Mq-t=- notice) • (ii) shall have been provided • • or before such due date • irrevocably depositing with or making available to the Paying Agent/Registrar or an eligible trust company or commercial bank for such payment (1) lawful money of the United States • America sufficient to make such Defeasance Securiti certified by an independent loublic accounti P reputation to mature as to principal and interest in such 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 the City with the Paying Agent/Registrar or an eligible trust company or commercial bank for the payment of its services until all Defeased Bonds shall have become due and payable or (3) any combination of (1) and (2). At such time as a Bond shall ed Bo- nd hereunde i I_such Bond - the interest therew—sl,-a-L 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 • Defeasance Securities. Georgctown\GORefg\15\DeI: Ordinance 20 -UIIUS LIIC SU1110 US 11 Ulej 11U.4 -M -111L occil 'in I F1 C- it LCII -FeicaSe(17n arrangements to provide and pay for such services as required by this Ordinance. (d) Notwithstanding anything elsewhere in this Ordinance, if money or Defeasance Securities have been deposited or set aside with the Paying Agent/Registrar or an eligible trust company or commercial bank pursuant to this Section for the payment of Bonds and such Bonds shall 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 of each Bond affected thereby. (e) Notwithstanding the provisions of subsection (a) immediately above, to the extent that, upon the defeasance of any Defeased Bond to be paid at its maturity, the City retains the right under Texas law to later call that Defeased Bond for redemption *in accordance with the provisions of this Ordinance i the Citv mav call such Defeased Bond for redemption uDon comDlvinj with the p1ru"T isioris 01 1 umwz�-�TT Ullu Lim S 51011S IVI S"JINSCUL1011 kd) 1111111CUIUMIJ above with respect to such Defeased Bond as though it was being defeased at the time of the exercise of the option to redeem the Defeased Bond and the effect of the redemption is taken into account in determining the sufficiency of the provisions made for the payment of the Defeased Bond. ILI In Man lip. IN!'11111 a new Bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated lost, stolen, or destroXed Bond, in rej2lacement for such Bond in the manner hereinafter provided. (b) Application for Replacement Bonds. Application for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds shall be made by the Registered Owner thereof to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the Registered Agent/&-�g-ia� such security or indemnity as may be required by them to save each of them harinless from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond, -61.tjvp R? �J&r9r evi'iel'�rcf UY Georgetown\GORefg\15\DeI: Ordinance 21 satisfaction of the loss, theft, or destruction of such Bond, as the case may be. in every case of damage or mutilation of a Bond the Registered Owner shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any such Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Bond, the City may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement Bond, the Paying Agent/Registrar shall charge the Registered Owner of such Bond with all legal, printing, and other expenses in connection therewith. Every replacement Bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed Bond shall be found at an o all th enef �&, time-, or be enforceable by amtone, and shall be entitled t e b its of this Ordinance equally and proportionately with any and all other Bonds duly issued under this Ordinance. (e) Authofity for Issuing &eplacement Bonds. In accordance with Subchapter B of Texas Government Code, Chapter 1206, this Section of this Ordinance shall constitute authority for the issuance of any such replacement Bond without necessity of ffirther action by the governing body of the City or any other body or person, and the duty of the replacement of such Bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the fon-n and manner and with the effect, as provided in Section 4(a) of this Ordinance for Bonds issued in conversion and exchange for other Bonds. IN 1=1115 I ILTM gel 0 111MINIMMI'L PROVISION, IF OBTAINED. The Pricing Officer is hereby authorized to have control of the Bonds initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Bonds pending their delivery and their investigation, examination, and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Bonds the Comptroller of Public Accounts W -W, W A, - All i 6, Gcorgetown\GORefg\15\De1: Ordinance 22 to use all of proceeds of t Bonds forpurposes set forth Section « • the payment of principal,and redemption premium on the Refunded Obl ! a '•' *.' • (2) to take any action to assure that no more than 10 percent of the proceeds of the tax-exempt Bonds or the Refunded Obligations or the projects financed or refinanced therewith (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section l4t(b)(6) of the Code or, if more than 10 percent of TL i a t _ • a _t • it ',! • !! Mrs M 1' •:refrain taking anyaction• atax-exemptlt Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code-, (7) to refrain from using any portion of the proceeds of the tax-exempt Bonds, to acquire investment property (as defined in section 148(b)(2) of the Code) which produces r materially higher• over 6f the tax-exempt Bonds,other than investment property acquired (A) proceeds of the tax-exempt Bonds invested for a reasonable temporary period, Georgetown\GORefg\15\Del: Ordinance 23 (B) amounts invested in a bona fide debt service fund, within the meaming of section 1. 148 -1 (b) of the Treasury Regulations, and (C) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the tax-exem P t Bonds; (8) to otherwise restrict the use of the proceeds of the tax-exempt Bonds or amounts t -exer Bonds do not otherwise contravene the requirements of section f4,8 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings); and (9) to pay to the United States of America at least once during each five-year period (�egi�eaiag *?, t1ke -i2te *fieliveef #.,f tke t,?x-exezAj*-V,;#ats) ?mzm*wA t.-.,zt isat le2st ekm,?j 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 tax-exempt Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) o t 0 . (b) Rebate Fund. In order to facilitate compliance with the above covenant (8). a "Rebate Fund" is hereby established by the City for the sole benefit of the United States of America, and such fund shall not be subject to the claim of any other person, including without limitation the bondholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. (c) Proceeds. The City understands that the term 'proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the Refunded Obligations not expended prior to the date of issuance of the tax-exempt Bonds. It is the understanding of the City that the covenants contained keraii. --are bexxidedut, by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the tax-exempt Bonds, the City will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally recogmized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the tax-exempt Bonds under section 103 of the Code. In the event that regulations or rulings axe hereafter Georgctown\GORefg\15\De1: Ordinance 24 the issuance of the tax-exempt Bonds. This Ordinance is intended to satisfy the official intent -• set forth in Section 1. 150-2 of the Treasury Regulations. (d) Disposition of Project. The City covenants that the property constituting the projects refinanced with the proceeds of the tax-exempt Bonds will not be sold or otherwise disposed in a transaction resulting in the receipt by the City of cash or other compensation, unless the City obtains an opinion of nationally-recogmized bond counsel that such sale or other disposition will I • the '# ea 0 y w no ............. Fir • gross income • the interest. I I is fiere6y auttiorizel ro approve M e?Te-liminaryST., =171 =77ri =T, fT7,WT__rTcrTY_5_LAYF'LF to the Bonds and any addenda, supplement or amendment thereto and to deem such documents final in accordance with Rule 15c2-12. The City further approves the distribution of such Official Statement in the reoffering of the Bonds by the underwriters in final form, with such changes therein or additions thereto as the Pricing Officer executing the same may deem advisable, such determination to be conclusively evidenced by his execution thereof. The Paying Agent/Registrar Agreement by and between the City and the Paying Agent/Registrar ("Paying Agent Agreement") in substantially the form and substance previously ,o�qsiceved b1z the Cit -k, Council is hereb- roved and the Pricin�,-� Officer is her&,, authorized and directed to complete, amend, modify and execute the Paying Agent Agreement as necessary. The discharge and defeasance of Refunded Obligations shall be effectuated pursuant to the as shall be approved by a Pricing Officer, including any insertions, additions, deletions, and modifications as may be necessary (a) to carry out the program designed for the City by the r to minimize the City's costs of refunding, (c) to comply with all applicable laws and regulations relating to the refunding of the Refunded Obligations and (d) to carry out the other intents and purposes of this Ordinance; and, the Pricing Officer is hereby authorized to execute and deliver such Escrow Agreement, on behalf of the City, in multiple counterparts. To maximize the City's present value savings and to minimize the City's costs of refunding, the City hereby authorizes and directs that certain of the Reftuided Obligations shall be called for redemption prior to maturity in the amounts, at the dates and at the redemption prices set forth in the Pricing Certificate, and the Pricing Officer is hereby authorized and directed to take all necessary and appropriate action to give or cause to be given :• notice of redemption to the holders or paying agent/registrars, as appropriate, of such Refunded Obligations, in the manner required by the documents authorizing the issuance of such Refunded Obligations. Georgetown\GORcfg\15\DeI: Ordinance 25 The Pricing Officer and the Escrow Agent are each hereby authorized (a) to subscribe for, agree to purchase, and purchase Defeasance Securities that are permitted investments for a defeasance escrow established to defease Refunded Obligations, and to execute any and all subscriptions, purchase agreements, commitments, letters of authorization and other documents necessari to effectuate the forwini, and anv actions heretofore taken for such u osearehereb -T=f1UTSGJrO," 1i 11 as are p1rullueu Tunica anct appIT-17cu, WILlit �11) LU ULLIMUIZO sLU11 CO rn in the Escrow Agreement. Section 14. INSURANCE PROVISIONS. in connection with the sale of the Bonds, the City may obtain municipal bond insurance policies from one or more recognized municipal bond insurance organizations (the "Bond Insurer" or "Bond Insurers") to guarantee the full and complete payment required to • made by •. on behalf of the City on the Bonds. The Pricing Officer is hereby authorized to sign a commitment letter or insurance agreement with the Bond Insurer or Bond Insurers and to pay the premium for the bond insurance policies at the time of the delivery as 4 9 MDAM "M -IL 'LILCU 1111d"im 0 ".4- Well Maim I C, lit" I provided 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 accowfA,i.-t-g,'Qri,tci,QIes U Ae Ciic-m" be re,,tuired to ew-,Ulov fWyt tiTite to ti-ite:jursugnt to s 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 Twear end",jitrior to the next date bw which the Citrj otherwise would be re cuired 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 fall in one or more documents or may be included by specific reference to any Georgetown\GORefg\15\De1: Ordinance 26 ITT is ITT- #F,=fT77TTff=T finWVA CU 'TT1LII We Orlk documents provided to the MSRB pursuant to this Section shall be accompanied by identifyi information as prescribed by the MSRB. I ��010 ]�-' I Imammil N=_ I W I I 10") """110"77AMWI LC)U 111dinFICE IIOL III CA Lell flisiness a7gs: aILCF LIX of the event, of any of the following events with respect to the Bonds - A. Principal and interest payment delinquencies; B. Non-payment related defaults, if material within the meaning of the federal securities laws; C. Unscheduled draws on debt service reserves reflecting financial difficulties; 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 detenninations of taxability. Notices of Pro -posed Issue (IRS Form 5701—TEB) or sap or other events affecting the tax-exempt status of the Bonds. G. Modifications to rights of holders of the Bonds, if material within the meaning of the federal securities laws; H. Bond calls, if material within the meaning of the federal securities laws and tender offers; J. Release, substitution, or sale of property securing repayment of the Bonds, 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 Georgetown\GORefg\15\De1: Ordinance 27 N. Appointment of a successor or additional trustee or the change of name of a trustee, if material within the meaning of the federal securities laws. The City shall notify the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner, of any failure by the City to 'Provide financial information or operating data in accordance with subsection (a) of this Section by the time required by such subsection, All documents provided to the MSRB pursuant to this Section shall be accompanied by identifying information as prescribed by the MSRB. (c) Limitations, Disclaimers,, and Amendments. The City shall be obligated to observe the Ci remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the City in any event will give notice of any deposit made in accordance with Section 9 of this Ordinance that causes the Bonds no longer to be outstanding. The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Bonds, 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 has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any W1,4A �Elete .,tresentation of the Citw,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 Bonds at any future date. UNDERNO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY -t*-TAAV1VX =1TWAKip lrww�i SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR AMNDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall comprise a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Should the Rule be amended to obligate the City to make filings with or provide notices to entities other than the MSRB, the City hereby agrees to undertake such obligation with respect to the Bonds in accordance with the Rule as amended. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. Gcorgetown\GoRefg\is\bei. Ordinance 29 The provisions of this Section may be amended by the City from time to time to adapt to ihani ritin tan es tha an -III _ id ci 1 6 W i c"19"A i liw-1 w 6ow W -W. "-" W"i i i III LIIC7PLCIILILJ" Ildt-u-0, 6LUM6' 19T LJLWC (911 41P;0rU1IVI1S ItI LIM %-,ILJ, ULL fWIIIJ 11 �I) LIM 91PUTIS141116 V1 LUIS Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such changed circumstances and (2) by any other provision of this Ordinance that authorizes such an amendment) of the outstanding Bonds consents to such amendment or (b) a person that is unaffiliated with the City (such as "'A dAdt M I Te7affieflurfie, i I fie impact oi 7711 Mange in I p I on or operating data so provided. The City may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the primary offerina of the Bonds. (a) The City may from time to time, without the consent of any holder, except as mp- otherwise re * d b •ara a h b below amend •r su Mlement this rdinance i Ordna I ROL III Me OP4111011 0 1 1 the interests of the holders. (b) Except as provided in paragraph (a) above, the holders of Bonds aggregating in principal amount 51 % of the aggregate principal amount of then outstanding Bonds that are the b4tiject-'I f -a itirr-thrre-bu firne 4, hereto that may be deemed necessary or desirable by the City, provided, however, that without the consent of 100% of the holders in aggregate principal amount of the then outstanding Bonds, nothina herein contained shall permit or be construed to permit amendment of the terms and conditions of this Ordinance or in any of the Bonds so as to- GeorgetownMRefg\15\De1: Ordinance 29 (2) Reduce the rate of interest borne by any of the outstanding Bonds; (3) Reduce the amount of the principal of, or redemption premium, if any, payable on any outstanding Bonds; (4) Modify the terms of payment of principal or of interest or redemption premium on outstanding Bonds or any of them or impose any condition with respect to such payment; or (5) Change the minimum percentage of the principal amount of any series of Bonds necessary for consent to such amendment. (c) If at any time the City shall desire to amend this Ordinance under this Section, the C6 shall send bv U.S. mail to each re.Lyistered owner of the affected Bonds a co-Pj of the pro•osed A 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 of 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 Bonds. (d) Whenever at any time within one year from the date of publication of such notice the City shall receive an instrument or instruments executed by the holders of at least aggregate principal amount of all of the Bonds then outstanding that are required for the amendment, which instrument or instruments shall refer to the proposed amendment and that shall specifically consent to and approve such amendment, the City may adopt the amendment in substantially the same form. (e) as the adoption of any amendatory Ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be modified and amended in accordance with such d o igations of the Ci and all holders Gcorgetown\GORefg\15\DeI: Ordinance 30 (i) the failure to make payment of the principal of or interest on any of the Bonds when the same becomes due and payable-, or (ii) default in the performance or observance of any other covenant, agreement or obligation of the City, the failure to perform which material , adversely affects the rights of the Registered Owners of the Bonds, including, but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a (b) Remedies for Default. (i) Upon the happening of any Event of Default, then and in every case, any Registered Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees therefor, may proceed against the City, or any official, officer or employee of the City in their official capacity, for the purpose of protecting and enforcing the rights of the Registered Owners under this Ordinance, by mandamus or other suit action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or 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 Bonds then outstanding. (c) Remedies Not Exclusive. (i) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to evergi other remed-,,r, given hereunder or under the Bonds or now or hereafter existin•g 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 renrasevtzfiov-aa�*-�* M�aTK City or the City Council. (iv) None of the members of the City Council, nor any other official or officer, agent, or employee of the City, shall be charged personally by the Registered Owners with any liability, or be hold personally liable to the Registered Owners under any term or Georgctown\GORefg\15\DeI: Ordinance 31 777-77 Malice, or 7.7771. TT provision I under this Ordinance. Section 18. NO RECOURSE AGAINST CITY OFFICIALS. No recourse shall be had I# the payment of principal of or interest on the Bonds or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Bonds. Section 19. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby authoriz 0 exas Tne Auorney kienerai 7 review ana appr(yrai oi,v I—A I "I as required by Section 1202.004 of the Texas Government Code. The appropriate member of City's staff is hereby instructed to take the necessary measures to make this payment. The City also authorized to reimburse the appropriate City funds for such payment from proceeds of Bonds. F-CW9V If WALVIR I MR I I "Ut" Purchase Agreement and the Official Statement. in addition, prior to the initial delivery of the Bonds I the Pricing Officer, Chief Financial Officer of the City and Bond Counsel are hereby authorized and directed to approve any changes or corrections to this Ordinance or to any of the luttxmiti auftorized and annroved • this Ordinance necessary in Ordinance to (i correct ami. approved by this Ordinance and as described in the Official Statement or (ii) obtain the approval of the Bonds by the Texas Attorney General's office. in case any officer of the City whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. Section 21. INTERPRETATIONS. All terms defined herein and all pronouns used in this Ordinance shall •. deemed to apply equally to singular and plural and to all genders. The titles -;iii heatirigs *f the -.)Kicles w4 secti*as 4f VAirtril.-ime X.-NeteeA i;.-.se2,,ei fir (.114, XvQXV:-A(. —fI of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof. This Ordinance and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the Section 22. INCONSISTENT PROVISIONS. All ordinances or resolutions, or parts thereof, which are in conflict or inconsistent with any provisions of this Ordinance are hereby Georgetown\GORefg\15\De1: Ordinance 32 Tnereon or oe suoi cc of the issuance thereof, or any actions taken or duties performed, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise, all such liability being expressly released and waived as a condition of and in consideration for the issuance of the Bonds. Section 25. SEVERABILITY. The provisions of this Ordinance are severable� and 'in MMMOAA-Aks 44k;k�w-; *r Vn-afc4to-a-�TPAII - TAZ&. or circumstance should be held to be invalid, unconstitutional, or ineffective as to any person or circumstance, the remainder of this Ordinance nevertheless shall be valid, and the application of any such invalid provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby. Gcorgetown\GORefg\15\DeI: Ordinance 33 IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and approved on the first and final reading on the 12th day of May, 2015. THE CITY OF GEORGETOWN: Dale Ross, Mayor City of Georgetown, Texas Je7 Brettle, City Secretary APPROVED AS TO ORM: Bridget Chapman, ldlt j 4ttorne�y Georgetown\GORefg\15\Del: Ordinance EXHIBIT A Georgetown: GORefg\15\Del: Ordinance A-1 "Cede & Co." means the designated nominee and its successors and assigns of The Depository Trust Company, New York. 11cityll . and "Issuer" mean the City of Georgetown, Texas, and where appropriate, the City Council. "City Council" means the governing body of the City. lei 41 MEMO We NOW nationally recognized investment rating firm no less than "AAA" or its equivalent, and (iv) any other then authorized securities or obligations under applicable State law that may be used to defeas-lel igations such as the Bonds. "DTC" means The Depository Trust Company, New York, New York and its successors and assigns. "DTC Participant" means securities brokers and dealers, banks, trust companies, clearl corporations, and certain other organizations on whose behalf DTC was created to hold securiti to facilitate the clearance and settlement of securities transactions among DTC Partici ants. IP "Escrow Agent" means The Bank of New York Mellon Trust Company, Nationfl-I Association, Dallas, Texas or any successor escrow agent under the Escrow Agreement. I Georgetown: GORefg\15\Det: Ordinance A-2 "Escrow Agreement" means the agreements by and between the City and the Escrow Agent relating to refunding the Refunded Obligations and the cash defeasance, respectively. "Federal Securities" as used herein means direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America (including Interest Strips of the Resolution Funding Corporation). "Fiscal Year" means the twelve-month accounting period used by the City currently ending on September 30 of each year, which may be any twelve consecutive month period established by the City. "Holder," "Holders," "Owners" or "Registered Owners" means any person or entity in whose name a Bond is registered in the Register, for any Bonds. "Initial Bonds" means the Bonds authorized, issued, and initially delivered as provided in Section 4 of this Ordinance. "Insurance Policy" means an insurance policy, if any, issued by any insurer guaranteeing the scheduled principal of and interest on the Bonds when due. "Interest and Sinking Fund" means the special fund maintained by the provisions of Section 7 of this Ordinance. "Interest Payment Date" means a date on which interest on the Bonds is due and payable. "Issuance Date" means the date of delivery of the related Series of the Bonds. WSRB" means the Municipal Securities Rulemaking Board. "Ordinance" means this ordinance finally adopted by the City Council on May 12,2015. "Outstanding", when used with respect to Bonds, means, as of the date of determination, all Bonds theretofore delivered under this Ordinance, except: (1) Bonds theretofore cancelled and delivered to the City or delivered to the Paying Agent/Registrar for cancellation; (2) Bonds deemed M. pursuant to the provisions Of Section 9 of this Ordinance; (3) Bonds upon transfer of or in exchange for and in lieu of which other Bonds have been authenticated and delivered pursuant to this Ordinance (4) Bonds under which the obligations of the City have been released, discharged or cxtinguished in accordance with the terms thereof Georgetown: GORefgN15\De1: Ordinance A-3 "Permitted Investments" means any security or obligation or combination thereof permitted under the Public Funds Investments Act, Chapter 2256, Texas Government Code, as amended or other applicable law. "Premium Compound Interest Bonds" means the Bonds on which no interest is paid prior Pricing Certificate. 11gaurvan "Pricing Officer" means the Mayor, acting as the designated pricing officer of the City to execute the Pricing Certificate. In the absence of the Mayor, the Mayor Pro Tem may act as the designated pricing officer of the City to execute the Pricing Certificate. "Rating Agency" means any nationally recognized securities rating agency which has assigned, at the request of the City, a rating to the Bonds. "Record Date" means Record Date as defined in Section 6 the Form of Bonds and each Pricing Certificate. "Redemption Date" means a date fixed for redemption of any Bond pursuant to the terms of this Ordinance and each Pricing Certificate. "Refunded Obligations" means those Refundable Obligations designated by the Pricing Officer in the Pricing Certificate to be refunded. Ng 11111pj�; I 1 1 11111 11111 11 1, 11 - 12710 -1%? i i 11 1111 111 LF Al i 11 - j ITART OMM1111131111! "Register" or "Registration Books" means the registry system maintained on behalf of the City by the Registrar in which are listed the names and addresses of the Registered Owners and the principal amount of Bonds registered in the name • each Registered Owner. "Replacement Bonds" means the Bonds authorized by the City to be issued in substitution for lost, apparently destroyed, or wrongfully taken Bonds as provided in Section 10 of this • Georgetown: GORefg11 5\Del: Ordinance A-4 "Tax -Exempt Bonds" means the Bonds bearing interest which is excludable from gro • for federal taxation purposes pursuant to Section 103 of the Internal Revenue Code. i "Tox-Exempt Series" means each Series of Tax Exempt Bonds. Georgetown: GORefg\15\Del: Ordinance A-5 10,14:11 The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements contained in the Official Statement. Georgetown: GORefg\15\Dcl: Ordinance B-1