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ORD 2015-56 - General Obligation Bonds 2015
CERTIFICATE FOR ORDINANCE NO. c�-Q THE STATE OF TEXAS 'N' COUNTY OF WILLIAMSON CITY OF GEORGETOWN We, the undersigned officers and members of the City of Georgetown, Texas (the "City"), hereby certify as follows: Nly asimime 11111IT1401 I Dale Ross, Mayor Keith Brainard, Mayor Pro Tem, Councilmember District 2 Anna Eby, Councilmember District 1 John Hesser, Councilmember District 3 Steve Fought, Councilmember District 4 Ty Gipson, Councilmember District 5 Rachel Jonrowe, Councilmember District 6 Tommy Gonzalez, Councilmember District 7 and all of the persons were present, except the following absentees TILG_�e5.04 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: NOES: —0 2. A true, full and correct copy of the Ordinance passed at the Meeting described §mt4w-44,tv-,111 liaragraphs are a true, full and correct excerpt from the City Council's minutes of the Meeti GTOWN\GO\15A: OrdCert pertaining to the passage • the • 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 purpose of the meeting was given, all as required by Chapter 551, Texas Government Code. 3. The • of the City has approved and "• .••• the Ordinance; that the • and the City Secretary of the City have • signed the • and that the Mayor and the City Secretary of the City hereby declare that their signing of this Certificate shall constitute the • of the attached and following copy of the • for all purposes. GTOWN\GO\15A: OrdCert ur"NIWIRrOMIXIINDIi - •, City Secretary GTOWN\GO\15A: OrdCert Mayor City Secretary GTOWN\GO\15A: OrdCert Mayor 4:�" LL, � - City Secretary ::D GTOWN\GO\15A: OrdCert (' L LI�L Mayor SIGNED AND SEALED the 27th day of October, 2015. 00 City Secretary--\ Mayor GTOWN\GO\15A: OrdGert 1� i 1 �, r• tr- 1 Q City Se etary GTOWN\GO\15A; OrdCerl t lf c,- �— Mayor GTOWN\GO\ 15A: Ordinance DID, 9 p 91 WJU I Inks W%pwW4v lk"14 yj Page Preamble.......................................................................................................................................... 1 Q,ection 1. RECITALS, AMOUNT AND PURPOSE OF T,',&BeADS A11) — VISIONSTATEMENT ........................................................................................... 2 Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS AND MATURITIES OF BONDS .................................................................................... 2 Section3. INTEREST .............................................................................................................. 3 Section 4. CHARACTERISTICS OF THE BONDS ............................................................... 3 Section5. FORM • BOND ................................................................................................... 7 Section6. TAX LEVY ........................................................................................................... 14 Section 7. DEFEASANCE OF BONDS ................................................................................. 14 Section 9. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS, BOND COUNSELS OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED ............................ 17 Section 10. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THEBONDS ......................................................................................................... 17 Section11. SALE OF BONDS ................................................................................................. 20 Section 12. DEFAULT AND REMEDIES .............................................................................. 20 Section 13. APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT, LETTER OF REPRESENTATIONS AND OFFICIAL STATEMENT .............. 21 GTOWNNGO\15A: Ordinance i Smctioo]4. CONTINUING DISCLOSURE UNDERTAKING ..............................................22 Section l5. AMENDMENT OF ORDINANCE .—._.~.-.^^--,~..~~,,-..-..°.--_..__~~-,,25 Sectionzl6. NO RECOURSE AGAINST CITY OFFICIALS ................................................. 26 Sectionl7. FURTHER ACTIONS .._.._.......,,-`_',-`.'_—,._-.~....~.-._.,~--,,._..._.26 SectiVn}8[ INTERPRETATIONS .,._..-_-~...._.__.--.-...~...~_-..-,_-.--~....._'....27 Section 19. INCONSISTENT PROVISIONS .—...'....~...,.._.~._.....—,'-----..27 Section 20. INTERESTED PARTIES ...................................................................................... 27 Section27, .,.._..,.,.—....,.,..,~._--_...—.''.—...'..—............77 Section 23. EFFECTIVE DATE .............................................................................................. 27 Section 24. PERFECTION ..—.'—...........-....._-.—.—,..,---..._._.-._.-._-..-27 Section 25. PAYMENT OF ATTORNEY GENERAL FEE ................................................... 28 EXHIBIT PAYINGAGENT/REGISTRAR ...............................................Arl EXHIBIT B DESCRIPTION OF ANNUAL FINANCIAL INFORMATION ........................ B-1 uznvm*om15Acordinonco ii i i f -4 IN I I WE ft3w% 10KICIAN us I THE STATE OF TEXAS § COUNTY OF WILLIAMSON § CITY OF GEORGETOWN § =C- LefS 01 Me CiLy 7119-Mitrizeu ME k—rcj or more series the bonds set forth in the proposition set forth below: Shall the City Council of the City of Georgetown, Texas, be authorized to issue the bonds gr e,gate princil-al amount of f-35_5Q0_000 with the bonds of each such series or issues, respectively, to mature serially within not to exceed forty years from their date, and to be sold at such prices and bear interest at such rates, as Shall be determined within the discretion of the City Council, in accordance with law at the time of issuance, for the purpose of constructing, acquiring, improving, renovating, developing and/or equipping, land, buildings and facilities for park and recreational purposes, to wit: acquisition of parkland and open space/preserve land, constructing pedestrian and bike trail improvements, improvements to Garey Park, renovations to San Gabriel Park including an amphitheater and related infrastructure and other costs; and shall said City Council be authorized to levy and cause to be assessed and collected annual ad valorem taxes on all taxable property in the City in an amount sufficient to pay the annual interest on said bonds and provide a sinking fund to pay the bonds at maturity? right to issue the remaining $33,000,000 of bonds authorized but unissued from the November 4, 2008 Proposition 2 authorization; and IIIII[FIOZE M-i'MIGUMOIS KINTMIRMIMMI&LI a"aws GTOWN\GO\15: Ordinance right to issue the remaining $28,000,000 of bonds authorized but unissued from the November 2008 Proposition 2 authorization; and I WHEREAS, the City Council deems it to be in the best interest of the City to $1,710,000 pursuant to the November 4, 2008 Proposition 2 authorization, reserving the right issue the remaining $26,290,000 of bonds authorized but unissued from the November 4, 20 Proposition 2 authorization; and WHEREAS, at an election held within the City of Georgetown, Texas (the "City") on May 9, 2015 the voters of the City authorized the City Council of the City to issue in one or more series the bonds set forth in the -Proposition set forth below- Wre discretion of the City Council, in accordance with law at the time of issuance, for the purpose of constructing, improving, extending, expanding, upgrading and/or developing streets, roads, bridges, and intersections, to wit: (i) Northwest Blvd Bridge -Fontana Dr to Austin Ave, Rivery Blvd Extension -Williams Dr to Northwest Blvd, IH 35 NB Frontage Road -Williams Dr to Lakeway Bridge, Southwest Bypass -Wolf Ranch Pkwy to Leander Rd, Wolf Ranch Pkwy-DB Wood Dr to Southwest Bypass, Intersection/Capital Pool, Leander Bridge at IH 35, NE Inner Loop -Stadium Dr to FM 97 1, Stadium Dr (CR 15 I) -Austin Ave to NE Inner 5govljlf ia*0V.Qt;tT_V ALVFIr 130),Leander Rd (RM 2243)- 400ft W of SW Bypass to River Ridge, DB Wood Dr- SH 29 to Oak Ridge Dr, Southwest Bypass -Wolf Ranch Pkwy to SH29, sidewalk, safety and ADA accessibility pool and related utility relocation, sidewalk, safety and operational improvements, purchase of any necessary rights- ,f-W?Y, of -way acquisition for Williams Dr-Rivery Blvd. to Frontage Rd, IH 35 SB Frontage Road -Williams Dr to Rivery Blvd, SE Inner Loop- Southwestern Blvd to IH 35, SE Inner Loop-SH 29 to Southwestern Blvd, Shell Rd -Williams Dr to Shell Spur Rd, DB Wood Dr -Oak Ridge Dr to Lake Overlook Dr; and shall said City Council be authorized to levy and cause to be assessed and collected annual ad valorem taxes on all taxable property in the City in an amount sufficient to pay the annual interest on said bonds and provide a sinking ftind to pay the bonds a! maturity? 2 GTOWN\GO\15A: Ordinance WHEREAS, the City Council deems it to be in the best interest of the City to issue remaining $94,925,000 of bonds authorized but unissued from the May 9, 2015 Proposition authorization; 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 the meeting was given, all as required by Chapter 5 5 1, Texas Government Code. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF GEORGETOWN, TEXAS. Section 1. RECITALS, AMOUNT AND PURPOSE OF THE BONDS AND VISION STATEMENT. (a) Recitals, Amount and Purpose. The recitals set forth in the preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this section. The Bond or Bonds of the City are hereby authorized to be issued pursuant to Chapter 13 3 1, Texas Government Code, as amended and delivered in the aggregate principal amount of $11,785,000 for the purpose of (1) constructing, acquiring, improving, renovating, developing and/or equipping, land, buildings and facilities for park and recreational purposes, to wit: acquisition of parkland and open space/preserve land, constructing pedestrian and bike trail improvements, improvements to Garey Park, renovations to San Gabriel Park including an amphitheater and related infrastructure and other costs, (2) constructing, improving, extending, expanding, upgrading and/or developing streets, ro s, bridges, and intersections, to wit: 1 Northwest Blvd Bridge -Fontana Dr. to Austin Ave, Rivery Blvd. Extension -Williams Dr. to Northwest Blvd, IH 35 NB Frontage Road -Williams Dr. to Lakeway Bridge, Southwest Bypass - Wolf Ranch Pkwy to Leander Rd, Wolf Ranch Pkwy-DB Wood Dr. to Southwest Bypass, Intersection/Capital Pool, Leander Bridge at IH 35, NE Inner Loop -Stadium Dr. to FM 971, Stadium Dr. (CR 15 1),-Austin Ave to NE Inner Loo2. Southwestern Blvd-Raintree Dr. to SE Inner Loop, SH 29 (Haven Lane to SH 130),Leander Rd (RM 2243)- 400 ft. W of SW Bypass to River Ridge, DB Wood Dr. - SH 29 to Oak Ridge Dr., Southwest Bypass -Wolf Ranch Pkwy to SH29, sidewalk, safety and ADA accessibility pool and related utility relocation, sidewalk, safety and operational improvements, purchase of any necessary rights -of -way, drainage and other related costs and (ii) preliminary engineering and rights -of -way acquisition for Williams Dr. - Rivery Blvd. to Frontage Rd, 1H 35 SB Frontage Road -Williams Dr. to Rivery Blvd., SE Inner Loop - Southwestern Blvd to IH 35, SE Inner Loop-SH 29 to Southwestern Blvd, Shell Rd. - Williams Dr. to Shell Spur Rd, DB Wood Dr. - Oak Ridge Dr. to Lake Overlook Dr. and (3) paying the costs associated with the issuance of the Bonds. (b) Vision Statement. The City Council hereby finds that the enactment of this *rdinance and issuance of the Bonds complies with the Vision Statement of the City. 11I 1 11 111 1 � 51111 ii ] 10''i I I GTOWNNGO\15A: Ordinance e �- -e ♦ e a e- -a - a- -•, - -t ei r t • •• t, -a i t a` - a • t • • e, , • e e- e t • !' • e -e • e submitted to e the Bonds shall mature and be payable on of e in the principal i respectively, a following -e YEARS AMOUNTS YEARS AMOUNTS 2016 $205,000 2026 595,000 2017 485,000 2027 610,000 2018 495,000 2028 ***** 2019 505,000 2029 1,280,000 2020 515,000 2030 670,000 2021 530,000 2031 690,000 2022 540,000 2032 710,000 2023 550,000 2033 730,000 2024 565,000 2034 755,000 2025 575,000 2035 780,000 The term "Bonds" as ua in this Ordinanceand include collectivelythe bonds issued. and delivered pursuant • this Ordinance and all substitutebonds exchanged -- t well as all other substitutebonds and replacement bonds -e pursuant hereto, and the te "Bond" shall mean any of theBonds. Section'' Bonds scheduled to mature during the ye respectively,seta below bear interest fromdates specified in the " :O i forthset Ordinance to their respective dates of • i • rates per aninumn YEARS RATES YEARS RATES 2016 2.000% 2026 3.000% o 2017 2.000 2027 3.000 2018 2.000 2028 ****** 2019 2.000 2029 3.000 2020 3.000 2030 3.000 2021 2.000 2031 3.000 2022 2.000 2032 3.125 2023 2.250 2033 3.200 2024 2.250 2034 3.250 2025 3.000 2035 3.300 forthInterest shall be payable in the manner provided and on the dates stated in the FORM OF BON1 set • a 4 GTOWN\GO\15A: Ordinance Section 4. CHARACTERISTICS OF THE BONDS * (a) Registration, Transfer, Conversion and ExchZge; Authentication. The City shall keep or cause to be kept at The Bank of New York Mellon Trust Company, • Association in Dallas, Texas (the "Paying fjj.ra r-Ai-4 TI -f xid jaLy� -;owr-rQ� gif t�e tra-tsfer- co versdo-t a:fd 1'02 M jT all A 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 fonn. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the Registered Owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each Registered Owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The City shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The Paying Agent/Registrar shall make a copy of the Registration Books available in the State of Texas. The City shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Bond or Bonds. Registration of assignments, transfers, conversions and exchanges of Bonds shall be made in the manner provided and with the effect stated in the FORM OF BOND set forth in this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it fTom each otVel-Bo--cd. -• as provided in Section 4(c) hereof, an authorized representative • the Paying • such Bond shall be deemed to be issued • outstanding unless such Bond is so executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for conversion and exchange. No additional orders, 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 • any Bond • portion • and the Paying Agent/Registrar shall . . . . . . . At.ddeliverpof e substitute Bonds in the manner rescribed --th ft herein, and the Bonds shall be of type composition printed on paper with lithographed or steel -• borders • • weight and strength. Pursuant to Chapter 1• Texas • Code, as amended, and particularly Subchapter B thereof, the duty of conversion and exchanae of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the Bond, the converted and exchanged Bond shall be valid, incontestable, and enforceable in tIt e -,xtte -ttwtiw a7t Vt e saw i iffei Bonds which initiall were issued and delivered is thi pursuant to Trus Wrainance, approveu oy Lne -ILL0171it-j UU11cral, UIIU fUgIbLUEVE Vj L11 • • Accounts. GTOWN\GO\l 5A: Ordinance (b) PUment of Bonds and Interest. The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the City and the Paying Agent/Registrar with respect to the Bonds, and of all conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this Ordinance. However ' in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record -W-1%+-*-1k al 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 m g of such notice. al (c) In General. The Bonds (i) shall be issued in fully registered form, without interest coupons, with the -principal of and interest on such Bonds to be payable only to the Registered 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 principal of and interest on the Bonds shall be payable, and (vii) shall be administered and the Paying Agent/Registrar and the City shall have certain duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF BOND set forth in this Ordinance. The Bonds initially issued and delivered pursuant to this Ordinance are not required to be, and shall not be, 9-utWicated 6 the P,!? .jig jQ VjgistrA, but in each substitute Bond issued in conversion of ana exenarige Yor any Dom or nunus MUM unucr Lins gf�f WHIL- execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION BOND, in the form set forth in the FORM OF BOND. (d) Substitute PUing Agent/Registr . The City covenants with the Registered Owne of the Bonds that at all times while the Bonds are outstanding the City will provide a compete and legally qualified bank, trust company, financial institution, or other agency to act as perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that Paying Agent/Registrar will be one entity. The City reserves the right to, and may, at its optio change the Paying Agent/Registrar upon not less than 30 days written notice to the Payi Agent/Registrar, to be effective at such time which will not disrupt or delay payment on the ne princi al or interest payment date after such notice. In the event that the entity at any time acti ip as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resi or otherwise cease to act as such, the City covenants that promptly it will appoint a competent legally qualified bank, trust company, financial institution, or other agency to act as Payi Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, t yrevious P nt/Re istrar promotly, shall transfer and deliver the Registration copy thereof), along with all other pertinent books and records relating to the Bonds, to the neR, Paying Agent/Registrar designated and appointed by the City. Upon any change in the Payi] 6 GTOWN\GO\15A: Ordinance MGMAUMM61 VAUI KWH1NMWMMJ r-BM My M III. I Ell, it PIS "r ! I I I 110 Me position ana perionning as sucn, to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. Z Met 19 1 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 1;e umiti if S--&rrt i q A 7?&gd r -*il J of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Registered Owner, as shown on the Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC Participant or any Registration Books of an, 1 y amount with respect to principal of or interest on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, but to the extent permitted by law, the City and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose of payment of principal of and interest, with respect to such Bond, for the purposes of registering transfers with respect to such Bond, and for all other purposes of registering transfers with respect to such Bonds, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the Bonds only to or upon the order of the respective Registered Owners, as shown in the Registration Books as provided in this Ordinance, or their respective attorneys 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 obligation 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. GTOWN\GO\15A: Ordinance (f) Successor Securities Depositoly; Transfer Outside Book -Entry -Only System. In the 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 either (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the availability 1�Lr#u0_:WLTC_tf Vtx& miAr"-tsf _rv_iw+r witre-w t axa-w-Root-ts credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names the Registered Owner transferring or exchanging Bond shall designate, in accordance with the provisions of this Ordinance. (g) Pg3Lments to Cede & Co. Notwithstanding any other provision of this Ordinance to r Tne Torm. or Kegistra-Lion CerLiTicaLe oT Tne k_,0MPLrU11Cr 01-f-1111111C be attached to the Bonds initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance including any reproduction of an opinion of counsel and information regarding the issuance of any bond insurance policy. GTOWN\GO\15A: Ordinance 12[l)-nottimm-el NO. R— UNITED STATES OF AMERICA STATE OF TEXAS V71LLI,4..I,J'.SOV COUVTY ffllm�� WM4 61W oil, WIVVIUMF AMOUNT LGILIH1911A LICal NL 1*17 INIVII 41 UIC 0 LULC 41 1 CAUS, 11CrC Uj 1#114,11116cs M PUj7C91 -- I—C ..... 011CIV71- set ioA above, or registered assigns (hereinafter called the "Registered Owner") the princip amount set forth above, and to pay interest thereon from the initial date of delivery of the Bon on February 15, 2016 and semiannually thereafter on each February 15 and August 15 to nor t atu Amp at the interest annum specified above calculated on the basis of a 360-day year of twelve 30-day months-, exc that if this Bond is required to be authenticated and the date of its authentication is later than t first Record Date (hereinafter defined), such principal amount shall bear interest from the intere payment date next preceding the date of authentication, unless such date of authentication is aft any Record Date but on or before the next following interest payment date, in which case s principal amount shall bear interest from such next following interest payment date; provide however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, wdiich-this Bond is being, �mged-or converted from is due but has not been vaid-. then thi B shall bear interest from the date to which such interest has been paid in full. Notwithstanding An foregoing, during any period in which ownership of the Bonds is determined only by .tie en at a securities depository for the Bonds, any payment to the securities depository, or its nomin or registered assigns, shall be made in accordance with existing arrangements between the Cil and the securities depository. THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Bond shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at maturity or upon the date fixed for its redemption prior to maturity, at The Bank of New York Mellon Trust Company, N.A., (the "Paying Agent/Registrar") at their office for payment in Dallas, Texas (the "Designated Payment/Transfer Office"). The payment of interest on this Bond shall be GTOWN\GO\15A: Ordinance by check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the City required by the ordinance authorizing the issuance of this Bond (the "Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter -provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest -payment date, to the Registered Owner hereof, at its address as it appeared on the close of business on the last 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 r n w record date for such 101terest "S I Record Date 1010 bearing such interest rate shall be selected in accordance with the arrangements between the ii 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 Owner of this Bond that on or before each payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. IF THE DATE for the Dayment of the principal of or interest on this Bond shall be M Saturday, Sunday, a legal holiday, or a day on which banking institutions 'in the City w�here t princi al corporate trust office of the Paying Agent/Registrar is located are authorized by law msybat�x_tx_ctose, then the date for such %*�ment shall be the next succeedin- not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized I close; and payment on such date shall have the same force and effect as if made on the origin date payment was due. THIS BOND is one of a series of Bonds dated November 1, 2015, authorized ' ?,ccordance with the Constitution and laws of the State of Texas in the aggregate principal amoull. 10 I I I a I 1 9 a law 011469 a A 0 1 :XV100111 IS 11tawly.11 kr1q %64 1 Uffan, ILI W.114r,40911y's ram ilk 41SK ft. TA to U 11 ON AUGUST 15, 2024, or on any date thereafter, the Bonds of this Series maturing on and after August 15, 2025 may be 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 from time to time 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 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 August 15, 2029 are subject to mandatory sinking farl redemption by lot prior to maturity in the following amounts on the following dates and at a pri of par plus accrued interest to the redemption date ("Tenn Bonds"). 11 GTOWN\GO\15A: Ordinance Redemption Date Principal Amoulm August 15, 2028 $630,000 August 15, 2029* $650,000 *Final Maturity iii - I 111, ^10 1011" - oil Y-.tRP% 1P1 WNW I W4k- %VP MWAV07M I of the City by the principal amount of any Term Bonds of the stated maturity which, at least 1 days prior to a mandatory redemption date, (1) shall have been acquired by the City at a price n exceeding the principal amount of such Term Bonds plus accrued interest to the date of purcha delivered to the P iydng-A-gen 1 and canceled by the Paying Agent/Registrar at the request of the City with monies in the Intere'. and Sinking Fund at a price not exceeding the principal amount of the Term Bonds plus accru redemption provisions and not theretofore credited against a mandatory sinking fund redempti requirement. I 0' fto girt any tUICUL LIXEC111 01 1 L11=41, SlIall 11WL U11CUL UIC TTIN-T-777--ffewl of the proceedings for the redemption of any Bonds. 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 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 be so redeemed 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 s bein q, except for the ri• t of the Reizistered Owner to receive the redemp ion price Now at the written request of the Registered 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 a moneys s ic 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 12 GTOWN\GO\15A: Ordinance L -iotice 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 [!,rior to the date fixed • such redemption, • •• any prerequisite set forth in such notice of redemption. If a conditional notice ♦ redemption is given and such prerequisites to the redemption r I 1111161M 011M [Nor-011011ovA"I agg-- ALL BONDS • THIS SERIES are issuable • as fully registered Bonds, • 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 wner ir tb assignee or assignees hereo be assigned i transferred i converted into and exchanged 10r it 11KC UggrUgULU PIE111 1."noun 01 111-117 rejis1=UJD011US, TTIL110 JA 111MECS1. C(V'L�114111S, pajairle 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 • requirements for such assignment and 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 A I iffi privilege. The Paying Agent/Registrar shall not be required to make any such transfer conversion, or exchange during the period commencing on the close of business on any Record Date and • with the opening of business on the next following principal • interest payment date. WHENEVER the beneficial ownership of this Bond is determined by a book entry at a securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring this Bond shall be modified to require the appropriate person or entity to meet the ve,�kviremoemts *f the secyrities te�i,+sit*ef ?�-*, registeriag it'r trz7isfewiAl tkelv*li extry 4 lirl Vie 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 13 GTOWN\GO\15A: Ordinance promptly will appoint a competent and legally qualified substitute therefor, and cause writt notice thereof to be mailed to the Registered Owners of the Bonds. i 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 defivery 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 i A t A W-3-t-WA n e_3' .... and as suchpDrimigal matures-, have been levied and ordered to be levied against all taxable property in the City, and have been pledged for such payment, within the limit prescribed by law. BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms 2 dubrecorded and avail ble -for ins(t, ction in the official minutes and records of the governing body of the City, and agrees that the terms and provisions of this Bond and the Ordinance constitute a contract between each Registered Owner hereof and the City. Ws placed in facsimile, on this Bond. (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) 40 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. 14 THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION Paying Agent/Registrar IM ASSIGNMENT 100 kil I 11WAIN 14) INW11 I Itislid all 770=67F=1717- 77UM including zip !•` of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoin I • to `• the transfer of t within Bond on the books kept for registration thereof, with full power of substitution in t premises. I Signature Guaranteed: NOTICE: • must be • The signature abov(*- 15 GTOWN\GO\15A: Ordinance guaranteed by a member firm of the New York Stock Exchange or of the Registered Owner as it appears upon the front of this V#&i out alteration or enlargement or any change whatsoever. 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 of the State of Texas. Witness my signature and seal this To A• of the State of Texas I wel uy 10 1 till A. immediately under the name of the Bond, the headings "INTEREST RATE" ani "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 being a political subdivision, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), in each of the years on August 15 in the principal installments and bearing interest at the per annuin rates set forth in the following schedule: Years Amounts 16 GTOWN\GO\15A: Ordinance The City promises to pay interest on the unpaid principal amount hereof (calculated on the bas of a 360-day year of twelve 30-day months) from the initial date of delivery of the Bonds at t respective Interest Rate per annum specified above. Interest is payable on February 15, 2016 semiannually on each February 15 and August 15 thereafter to the date of payment of the princip installment specified above; except, that if this Bond is required to be authenticated and the dal - f Wi 1011 11 11111 Section 6. TAX LEVY. (a) PUment of the Bonds. A special Interest and Sinking Fund (the "Interest anTSinking Fund'i) 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 officia-11 depository bank of the City. The Interest and Si i nking Fund shall be kept separate and apart from all other funds and accounts of the City, and shall be used only for paying the interest on and principal of the Bonds. All ad valorem taxes levied and collected for and on account of the Bonds shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year while any of the Bonds or interest thereon are outstanding and unpaid, the governing body of the City shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the money required to pay the interest on the Bonds as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of the Bonds as such fund each year); and the tax shall be based on the latest approved tax rolls of the City, with full allowance being made for tax delinquencies and the cost of tax collection. The rate and amount 11 taxable,�trooc�x,_ in the City for each year while any of the Bonds or interest thereon are outstanding and unpaid-, arui 'ffietax--AraH#,e ass -es -set 4�ori C*H-m-tei and Sinking Fund. The ad valorem taxes sufficient to provide for the payment o e interest on and principal of the Bonds, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law. Accrued interest on the Bonds, if any, shall be deposited in the Interest and Sinking Fund. date or dates be by reason of maturity, upon redemption, or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof (including the giving of any 17 GTOWN\GO\ISA: Ordinance notice) or (ii) shall have been provided for on or before such due date by irrevocably depositirffl. WMA T iWe W-W" reputation to mature as to principal and interest in such amounts and at such times as will ensu the availability, without reinvestment, of sufficient money to provide for such payment and wh proper arrangements have been made by the City with the Paying Agent/Registrar or an eligib] - trust company or commercial bank for the payment of its services until all Defeased Bonds sh have become due and payable or (3) any combination of (1) and (2). At such time as a Bond sh I no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes here levied as provided in this Ordinance, and such principal and interest shall be payable solely fro such money or Defeasance Securities and thereafter the City will have no further responsibill with respect to amounts available to such Paying Agent/Registrar (or other financial instituti permitted by applicable law) for the payment of such Defeased Bond, including any insufficien therein caused bv the failure of the PkyingAgent/Re istrar or other financial institution poennitt a by law) to receive payment when due on the Defeasance Securities. (b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of a Bo as aforesaid when proper notice of redemption of such Bonds shall have been given or upon t establishment of irrevocable provisions for the giving of such notice, in accordance with t Ordinance. Any money so deposited with the Paying Agent/Registrar or an eligible trust comp hi or commercial bank as provided in this Section may at the discretion of the City also be invest in Defeasance Securities, maturing in the amounts and at the times as hereinbefore set forth, all income from all Defeasance Securities in possession of the Paying Agent/Registrar or eligible trust company or commercial bank pursuant to this Section which is not required for t p y in n a ' ment of such Bond and premium.. if anN, and interest thereon with respect to which such has been so deposited, shall be remitted to the City. trust pursuant to the provisions of this Section for the payment of principal of the Bonds po"I"Mik W-v a premium, if any, and interest thereon, shall be applied to and used solely for the payment of tti particular Bonds and premium, if any, and interest thereon, with respect to which such money 0 Defeasance Securities have been so set aside in trust. Until all Defeased Bonds shall have becoIr - due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registr 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. 18 GTOWN\GO\I 5A: Ordinance (e) Notwithstanding the provisions of subsection (a) immediately above, to the extent th4l upon the defeasance of any Defeased Bond to be paid at its maturity, the City retains the rig W M Q MM-41-0, 11-111 - 11 11 offil I gill above with respect to such Defeased Bond as though it was being defeased at the time of t. exercise of the option to redeem the Defeased Bond and the effect of the redemption is taken ini I account in determining the sufficiency of the provisions made for the payment of the Defeas is Bond. As used herein, "Defeasance Securities" means (i) Federal Securities, (ii) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the City adopts or approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the funding of an escrow to effect the defeasance of the Bonds are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent, (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the City adopts or approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the funding of an escrow to effect the defeasance of the Bonds, are rated as to investment quality by a nationally recognized investment rating firm no less than "AAA" or its equivalent and (iv) any other then authorized securities or obligations under applicable Texas law that may be used to defease obligations such as the Bonds. "Federal Securities" as used herein means direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America. 111,11 [oil Mi KIM Vol MKDIt I (b) Application for Replacement Bonds. Application for replacement of daniaged, 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 *w,w—r fir R. A�AN` �--jmtey such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond, da t14X+'47�rrg A, 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. 19 GTOWNNGO115A: Ordinance autnorize tne payment or me same mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity 1 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 any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under this (e) Authorily for Issuing Replacement Bonds. In accordance with Subchapter B of Tex Government Code, Chapter 1206, this Section of this Ordinance shall constitute authority for issuance of any such replacement Bond without necessity of further action by the governing bo of the City or any other body or person, and the duty of the replacement of such Bonds is here authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar sh authenticate and deliver such Bonds in the form and manner and with the effect, as provided Section 4(a) of this Ordinance for Bonds issued in conversion and exchange for other Bi I PROVISION, IF OBTAINED. The Mayor of the City 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 20 taxation.interest on which is not includable in the "gross income" of the holder for purposes of federal income •f, the City covenants as follows: to take any actionto assure that no more than 10 percent of - proceeds the Bonds or the projects financed or refinanced therewith (less amounts deposited to a M1 I - or 'e therewith are so used, such amounts, - or N' received by with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Bonds, in contravention of section 14 1 (b)(2) of the Code, action(2) to take any • assure that"private business described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the Refunded Obligations or projects financed or `•amounts deposited into a reserve fund, if any) then the amount in excess of percent is used for a "private r -i and not"disproportionate,"• section 141 (b)(3) of the Code, to the governmental use; (3) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or • governmental • t of •' of ••. (4) to refrain from taking any action which would otherwise result in the Bonds being treated as "private activity bonds" within the meaning of section 141 (b) of the Code; to refrain from• any action• ! result in the Bonds 4 b- • "federally guaranteed" within the meaning of section 149(b) of the Code; (6) to refrain from using any portion of the proceeds of the Bonds, directly or • - • a -• • -• ` • - - • • - • • •. • investment • ••- defined in section4: • of •- produces ? proceeds of - Bonds -r for a reasonable temporary period of 3 years or or, of e bond, for period of 91 days, amounts.b in a bona! debt service fund, meaning of section 1. 148-1 (b) of the Treasury Regulations, and 21 GTOWMGO\15A: Ordinance (C) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds-, (7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated 9.s proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refuridings); and (8) to pay to the United States of America at least once during each five-year [!,eriod (beginning on the date of delivery of the Bonds) an amount that is at least equal to to pay to the United States of America, not later than 60 days after the Bonds have been [ i in fall, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. (b) Rebate Fund. In order to facilitate compliance with the above covenant (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 the Bonds. It is the understanding of the City that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the City agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bo s under section 103 of the Code. In furtherance of such intention, the City hereby authorizes and directs the City Manager or Chief Financial Officer of the City to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the City, which may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds. This Ordinance is intended to satisfy the official intent requirements set forth in Section 1.150-2 of the Treasury 22 (d) Allocation Of, and Limitation On, Expenditures for the Project. The City coven described in Section I of this Ordinance (the "Project") on its books and records in accordan with the requirements of the Code. The City recognizes that in order for the proceeds to considered used for the reimbursement of costs, the proceeds must be allocated to expenditur within 18 months of the later of the date that (1) the expenditure is made, or (2) the Project completed; but in no event later than three years after the date on which the original expendi is paid. The foregoing notwithstanding, the City recognizes that in order for proceeds to ex, ended under the Code the sale roceeds or investment e 'n s must be ex ended no mo - ---------- 71 obligated to comply with this covenant if it obtains an opinion that such failure to comply will adversely affect the excludability for federal income tax purposes from gross income of interest. (e) Disposition of Proje . The City covenants that the property constituting the projec financed or refinanced with the proceeds of the Bonds will not be sold or otherwise disposed of a transaction resulting in the receipt by the City of cash or other compensation, unless the Ci obtains an opinion of nationally -recognized bond counsel that such sale or other disposition riot adversely affect the tax-exempt status of the Bonds. For purposes of the foregoing, the porti of the property comprising personal property and disposed in the ordinary course shall not treated as a transaction resulting in the receipt of cash or other compensation. For purposes hereo 10 nin that such failul o to comply will not adversely affect the excludability for federal income tax purposes from gro income of the interest. i Section 11. SALE OF BONDS. The Bonds are hereby awarded and sold to the bidder whose bid produced the lowest true interest cost, pursuant to the taking of public bids therefor, on this date, and shall be delivered to Stifel Nicolaus & Company, Incorporated (the "Purchaser") at a price of $11,804,001.82 (representing the par amount of the Bonds plus a bid premium of $19AL82). It is hereby officially found, determined and declared that the terms of this sale are the most advantageous reasonably obtainable and are in the best interest of the City. The Bonds shall initially be registered in the name of the Purchaser. Section 12. DEFAULT AND REMEDIES. (a) Events of Default. Each of t1M hmAy-i-eelamii t+Ae of Default I (i) the failure to make payment of the principal of or interest on any of the Monds when the same becomes due and payable; or 23 GTOWN\GO\1 5A: Ordinance (ii) default in the performance or observance of any other covenant, agreement or obligation of the City, the failure to perform which materially, adversely affects the rights of the Registered Owners of the Bonds, including, but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any Registered Owner to the city. (i) Upon the happening of any Event of Default, then and in every case, any I= 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 Mg iiill. �j h, adi n to ever- ern i iven hereunder or under the Bonds or now x other r ed provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Ordinance. (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 �-1kir-lif-14'a . T liabili or char ainst the offi rs. o-,,,ees or tru. tees o City or the City Council. 24 GTOWN\GON15A: Ordinance under this Ordinance. Section 13. APPROVAL OF PAYING AGENUREGISTRAR AGREEMEnT, LETTER OF REPRESENTATIONS AND OFFICIAL STATEMENT. Attached hereto as Exhibit "A" is a substantially final form of Paying Agent/Registrar Agreement. Each the Mayor, the City Manager and the Chief Financial Officer of the City are hereby authorized to amend, complete or modify such agreement as necessary and are further authorized to execute such agreement. The City confirms execution of a Blanket Issuer Letter of Representations with DTC establishing the Book -Entry -Only System which will be utilized with respect to the Bonds. The City hereby approves the form and content of the Notice of -Sale- and Preliminary Affi-621 i. suD-D ement or W"I W 11 U11010 UNIN-1111111,11IN _ WIN ne --Lruildsur III 1IIIU1 • VildlISCS LIXECIII 4T UVLILI41Mi I[• the officer executing the same may deem advisable, such determination to be conclusively evidenced by his execution thereof. The distribution and use of the Preliminary Official Statement dated October 19, 2015, prior to the date hereof is ratified and confirmed. The City Council of the City hereby finds and determines that the Preliminary Official Statement and the Official Statement were and are "deemed final" (as that term is defined in 17 C.F.R. Section 240.15c-12) as of their respective dates. Section 14. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports. I e.1�&V_a �df e�ah fiscal 'F 44 year of the City ending in or after 2015, financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 13 of this Ordinance, being information of the type described in Exhibit "B" hereto, including financial -�12 2.1-14int"i fi*;2�ftizl *f "if--rof 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 (1) 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, 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 provide financial information and operating data pursuant to this Section. 25 GTOWN\GO\15A: Ordinance The financial information and operating data to be provided pursuant to this Section in be set forth in full in one or more documents or may be included by specific reference to <4=1 t4t lqv�J documents provided to the MSRB pursuant to this Section shall be accompanied by identifyi information as prescribed by the MSRB. •' Event Notices. The City shall notify the MSRB, in • electronic • L—Mm" B. Non-payment related defaults, if material within the meaning of the federal securities laws; 11111�� i� gum= 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 status of the Bonds, or other events affecting the tax 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; WINEWER89= L. Bankruptcy, insolvency, receivership or similar event of the City; 26 GTOWN\GO\1SA: Ordinance in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material within the meaning of the federal securities laws; and N. Appointment of a successor or additional trustee or the change of name of a trustee, if material within the meaning of -asecurities The City shall notify the MSRB, in an electronic format as prescribed by th 'S in timely manner, of any failure by the City to provide financial information or operatin data accordance with subsectionof this Section by -• -! by e r documents provided to the MSRB pursuant to this Section shall be accompanied by identifyi information as prescribed by the MSRB. I (c) Limitations, Disclaimers, and Amendments. The City shall be obligated to obsenj a perform the covenants• -a in this Sectionfor • long as, but only • • long remains an "obligated person" with respect to the Bonds within the meaning of the Rule, exce Ordinance that causesBonds n•. longer to be outstanding. The provisions of this Section are for the sole benefit of the holders and beneficial owne equitable right,-! or • to any other person. The City undertakes•e• only • . o operating data, a notices results, condition, or prospects or hereby undertake to update any information provided accordance with this Section or otherwise, except as expressly provided herein. The City does n make any representation or • • such informationor usefulness o a decisi• to invest in or Bonds - date. UNDER NO CIRCUMSTANCES SHALLBE *BTO THE HOLDE' WHETHEROR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH B THE CITY, NEGLIGENT OR WITHOUT ON PART, . * R OF AN COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF AN SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUC BREACH SHALL BE LIMITED TO AN ACTION FOR AIL4NDAMUS OR SPECIFI PERFORMANCE. R • R No default by observing or performing obligations•Section • • breach o • •- •- Ordinance a • •• of other provision of * r 27 GTOWMGO\15A: 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 tuties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt changed circumstances that arise from a change in legal requirements, a change in law, or a chan in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of th Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in t r!,rimary offering of the Bonds in compliance with the Rule, taking into account any amendmen- or interpretations of the Rule since such offering as well as such changed circumstances an�i � either (a) the holders of a majority in aggregate principal amount (or any greater amount requ. r by any other provision of this Ordinance that authorizes such an amendment) of the outstandi Bonds consents to such amendment or (b) a person that is unaffiliated with the City (such nationally recognized bond counsel) determines that such amendment will not materially imp ovisio of this Section, it shall include with any amended financial information or operating data 'm M ' I]A' ne provided in accordance with paragraph (a) of this Section an explanation, in narrative form, of t reason for the amendment and of the impact of any change in the type of financial information I j operating data so provided. The City may also amend or repeal the provisions of this continui I d6i 'o -lowk—i e.-tt i6w SiC aminds orreieals thi awlicable govision of the Rule oraco oT Tinal J UrISUI(;LlUn enWrS J UUgITICIR MUL S Lull p1lu'? l6lulls ul Ulr' the extent that the provisions of this sentence would not prevent an underwriter from lawful purchasing or selling Bonds in the primary offering of the Bonds. I (d) Definitions. As used in this Section, the following termshave the meanings ascribed to such terms below: 1127PIRTAP I I I I to 1� Mi 1EM13= M11 MI-MIlIff lIrra It (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 materia ly a verse y a ect 1 nal Whts ir securiti for the benefit of the holLers iiii dE 28 GTOWN\GO\15A: Ordinance shall not materially adversely affect the interests of 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 Bonds, (vi) obtain the approval of the *rovisions in re+_ard-u)-m• questions arising under this Ordinance as shall not be inconsistent with the provisions of this *rtinwice &At PAM shill n+t: ia the 4Qth-,i*,,A*-f t1ke City's V+at C+vyisel nateriOlyz;iversely 2-ffect the interests of the holders. (b) Except as provided in paragraph (a) above, the holders of Bonds aggregating principal amount 5 1 % of the aggregate principal amount of then outstanding Bonds that aare t *r 4-W-4 - I Wditnulfr- -A consent of 100% of the holders in aggregate principal amount of the then outstanding Bond nothing herein contained shall permit or be construed to permit amendment of the terms conditions of this Ordinance or in any of the Bonds so as to- I (1) Make any change in the maturity of any of the outstanding Bonds; (3) Reduce the amount of the principal of, or redemption premium, if payable on any outstanding Bonds; 1 (4) Modify the terms of payment of principal or of interest or redemption WWII ErG-A4fAffl&-)kjrA4kf , syed 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, t City shall send by U.S. mail to each registered owner of the affected Bonds a copy of the propos] publication published in The City ofNew York, New York or in the State of Texas. Such publishl notice shall briefly set forth the nature of the proposed amendment and shall state that a co thereof is on file at the office of the City for inspection by all holders of such Bonds. 0 ( d) Whenever at any time within one year from the date of publication of such not., the City shall receive an instrument or instruments executed by the holders of at least 51% 0 aggregate principal amount of all of the Bonds then outstanding that are required for t amendment, which instrument or instruments shall refer to the proposed amendment and that sh specifically consent to and approve such amendment, the City may adopt the amendment I substantially the same form. 29 GTOWN\GO\15A: Ordinance ke) Upon the adoption of any amendatory Ordinance pursuant to the provisions of thh' • this Ordinance shall be deemed to be modified and amended in accordance with s �j 2inimi4i all holders • such affected Bonds shall thereafter be determined, -• and enforced, subject in respects to such amendment. i (f) Any consent given by the holder of a Bond pursuant to the provisions of this Section shall be irrevocable for a period • six months from the date • the publication • the notice provided • in this Section, and shall •' conclusive and binding a• all future holders • the same Bond • such period. Such consent may •- revoked at any time after six months from the date of the publication • said notice • the holder who gave such consent, or • a successor in title, by filing • with the City, but such revocation shall not be effective if the holders of 5 1 % in aggregate principal amount of the affected Bonds then outstanding, have, prior to the attempted revocation, consented to and approved the amendment. q! 11111.40 1 I I I I I I I I mein i I I Mot a M ITA i 1 1 e 0 approve any clianges or o Unions To Lnis V.-M-Traun authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity ffh�hke i A 2rti I I - this Ordinance and as described in the Official Statement or (ii) obtain the approval of the Bon by the Texas Attorney General's office. Section 18. INTERPRETATIONS. All terms defined herein and all pronouns used this Ordinance shall be deemed to apply equally to singular and plural and to all genders. T ---------------- ----------- 30 GTOVMGOi Ordinance Section 19. EACORSISTENT PROVISIONS. All ordinances, orders or resolutio or parts thereof, which are in conflict or inconsistent with any provisions of this Ordinance hereby repealed to the extent of such conflict and the provisions of this Ordinance shall be remain controlling as to the matters contained herein. I Section 20. INTERESTED PARTIES. Nothing in this Ordinance expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other of this Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations, sole and exclusive benefit of the City and the registered owners of the Bonds. Section 21. INCORPORATION OF RECITALS. The City hereby finds that the statements set forth in the recitals of this Ordinance are true and correct, and the City hereby incorporates such recitals as a part of this Ordinance. Section 22. SEVERABILITY. The provisions of this Ordinance are severable; and in case any one or more of the provisions of this Ordinance or the application thereof to any person 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. Section 23. EFFECTIVE DATE. This Ordinance shall become effect immediately ftom and after its passage on first and final reading in accordance with Section 1201.028, Texas Government Code, as amended. Bonds the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable [provisions of Chapter 9, Business & Commerce Code and enable a filing to perfect the security interest in said pledge to occur. than $750, to the Attorney General of Texas Public Finance Division for payment of the examination fee charged by the State of Texas for the Attorney General's review and approval of public securities and credit agreements, as required by Section 1202.004 of the Texas Government Code. The appropriate member of the City's staff is hereby instructed to take the necessary 31 measures to make this payment. The City is also authorized to reimburse the appropriate City funds for such payment from proceeds of the Bonds. GTOWN\GO\15A: Ordinance MUM olrq PRIKel SM 01019 RMI Dale Ross, Mayor City of Georgetown, Texas EVVIN3 Shelley Nowling, City Secretary 114idget Chapman, City Attorney Sigpg GTOWN\GO\15A: Ordinance A-1 GTOWN\GO\l 5A: Ordinance IMMM-63-M NEININTIMOT, =10- The financial information and operating data with respect to the City to be provided —ILI -6 under the headings of the Official Statement referTed to) below (1) Table I - Valuation, Exemptions and Ad Valorem Tax Debt; (2) Table 2 - Taxable Assessed Valuations by Category; (3) Table 3 - Valuation and Ad Valorem Tax Debt History; (4) Table 4 - Tax Rate, Levy and Collection History; (5) Table 5 - Ten Largest Taxpayers; (6) Table 8 - Pro -Forma Ad Valorem Tax Debt Service Requirements; (7) Table 10 — Authorized But Unissued General Obligation Bonds; and (8) Appendix B. Accounting Principles The accounting principles referred to in such Section are the accounting principles ,iescribed in the notes to the financial statements referre to in the paragrap a ove. B-I GTOWN\GO\15A: Ordinance IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and ;--pproved on the first and final reading on the 27th day of October, 2015. 1111 -W 11 &Q- "XIMIM"IMAM Dale Ross, Mayor City of Georgetown, Texas IV - Shelley Q!' Now "'— 'ity Secretary -� (3 APPROVED AS TO FO Bridget Chapman, Cit Attcoiey' Sigpg GTOWNNGO\15A: Ordinance IN ACCORDANCE WITH SECTION 1201.028, Texas Governinent Code, passed and approved on the first and final reading on the 27th day of October, 2015. N V so I BEO I Dale Ross, Mayor City of Georgetown, Texas Shelley Nowlic!!'t y Secretary APPROVED AS TO FORM: Chapman, p Chad1ty Ajorney Bridget - sigpg GTOWN\GO\15A: Ordinance IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and 7pproved on the first and final reading on the 27th day of October, 2015. THE CITY OF GEORGETOWN: L Dale Ross, Mayor City of Georgetown, Texas ►N 0 1 0&-j I A Shelley Nowli�°ty Secretary APPROVED AS TO FORM: Bridget Chapman, Ci y Arney Sigpg GTOWN\GO\15A: Ordinance IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed approved on the first and final reading on the 27th day of October, 2015. 1 THE CITY OF GEORGETOV-,`N: Dale Ross, Mayor City of Georgetown, Texas Shelley Nowli "'ity Secretary APPROVED AS TO F Bridget Chapman, City 81toroy Sigpg GTOWN\GO\15A: Ordinance THE STATE OF TEXAS § COUNTY OF WILLIAMSON § CITY OF GEORGETOWN § I . This certificate is executed for and on behalf of the City, for the benefit of tis Attornei General of the State of Texas and for the benefit of the Purchasers in connection with A! vi� 1011110 -odillal •li - I ,•- F.111MIEMM111SR14 Fol MayAW-111RIMUR1161NIMEt 2. Any certificate signed by an official of the City delivered to the Purchasers or t' Attorney General of the State of Texas shall be deemed a representation and warranty by the Ci as to the statement made therein. The Public Finance Division of the Office of the Attorn General of the State of Texas is hereby authorized to date this certificate as of the date 'of approv of the Obligations and is entitled to rely upon the accuracy of the information contained here unless notified by telephone or fax to the contrary. The Comptroller of Public Accounts is furth authorized to register the Obligations upon receipt of the Attorney General approval. Aft registration, the Obligations, opinions and registration papers shall be delivered to Rich Donoghue at McCall, Parkhurst & Horton L.L.P. I 3. True and correct copies of the winning bid for the Obligations submitted to an 9-ccepted by the City Council of the City are attached hereto as Exhibit "B". 4. The City is a duly incorporated home rule city, operating and existing under the Texas Constitution and laws of the State of Texas, including its Charter which has not been amended since the issuance by the City of its last series of obligations. 5. No litigation of any nature has ever been filed pertaining to, affecting or contestinm (a) the Ordinance (b) the issuance, delivery, payment, security or validity of the Obligations; the authority of the governing body and the officers of the City to issue, execute and deliver t Obligations; (d) the validity of the corporate existence of the City-, (e) the current tax rolls of t City; and that no litigation is pending pertaining to, affecting, questioming or contesting the curre boundaries of the City. Gtown\G0\15A: GenNoUtCert 6. Neither the corporate existence nor boundaries of the City is being contested, litigation has been filed or is now pending which would affect the authority of the officers of t City to issue, execute, sign and deliver the Obligations, and that no authority or proceedings f] the issuance of the Obligations have been repealed, revoked or rescinded. 7. We officially executed and signed the Obligations with our manual signatures or causing facsimiles of our manual signatures to be imprinted or copied on each of the Obligatio and, if appropriate, we hereby adopt such facsimile signatures as our own, respectively, and jdecl of the Obligations. 8. The Obligations are substantially in the form, and have been duly executed ani- signed in the manner, prescribed in the Ordinance. 9. At the time we so executed and signed the Obligation we were, and at the time of executing this certificate we are, the duly chosen, qualified and acting officers indicated therein, and authorized to execute the same. 10. We have caused the official seal of the City to be impressed, or printed, or copied on the Obligations and such seal on the Obligations has been duly adopted as, and is hereby declared to be, the official seal of the City. 11. The currently outstanding tax debt of the City and the aforesaid proposed Obligations of the City and are set forth in Exhibit "C" hereto. The combined debt service schedule of all outstanding tax debt of the City and the proposed Obligations Exhibit "D" hereto. 12. The currently effective ad valorem Tax Rolls of said City are those for the year 2015/2016, being the most recently approved Tax Rolls of the City; that the taxable property in Ae �-jjj 4aj 4,j6', ississed j.j rgjired b% law, that the Tax Assessor of the City has u v verifie tile atoresaia I ax Kons; anct Inat Ine assessect value oi Taxame properLy in Tne k-ily upon wmen annual ad valorem tax of the City has been levied (after deducting the amount of all exemptions, if any, taken or required to be given under the Constitution and laws of the State of Texas), according to the aforesaid Tax Rolls for the year, as delivered to the City Secretary, and finally approved and recorded by the City Council of the City, is $5,838,074,672. 14. The City will satisfy the appraisal requirements, as applicable, of Section 252.051 of the Texas Local Government Code for any real property that is purchased by the City with proceeds from the Obligations. Gtown\GO\ISA: GenNoUtCert (a) the descriptions and statements of or pertaining to the City contained in its Official Notice of Sale, Bid Form and Preliminary Official Statement dated October t9, 2015, the final Qfficial Statement dated October 27. 2015 and =.r addenda, au"qplfment or amendment thereto for the Obligations, on the date of such Preliminary Official Statement, on the date of sale of the Obligations, and the acceptance of the best bid therefor, and on the date of the delivery, were and are true and • in all material respects; (b) • as the City and its affairs, including its financial affairs, are concerned, such *fficial Statement did not and does not contain an untr�e statement of a material fact or omit ta state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (c) insofar as the descriptions and statements, including financial data, • • pertainin�.y to entities • than the City and their activities contained in such Official Statement are ,cwn.yerned '. such— statements and data have been obtained from sources which the Cjt�Lv believes t* be reliable and that the City has no reason to believe that such information contains any untru* statement of a material fact or omits to state any material fact necessary to make the statements therein made in light of the circumstances under which they are made not misleading; and (d) there has been no material adverse change in the financial condition • the Cis Gtown\GO\15A: GenNoUtCcrt City Secretary w= Before me, on this day personally appeared the foregoing individuals, known to me to lrr-t dw-MeWwwww-Myek Given under my hand and seal of office this Notary Public IMMERM SigPg GenNoUtCert Gtown\GO\15A: GenNoUtCert 10,14 1* 111 111D)WIlay City - City of Georgetown, Texas. City Council - The City Council of the City. Closing - November 12, 2015 or at such other time agreed upon between the City and the Purchaser. Obligations - City of Georgetown, Texas General Obligation Bonds, Series 2015A dated November 1, 2015 in the aggregate principal amount of $11,785,000. Official Statement - The final Official Statement dated October 27, 2015 relating to the issuance of the Obligations. Ordinance - The "Ordinance Authorizing the Issuance of City of Georgetown, Texas General Obligation Bonds, Series 2015A; Authorizing the Levy of an Ad Valorem Tax in Support of the Bonds; Approving an Official Statement, a Paying Agent/Registrar Agreement and Other Related Documents; Awarding the Sale of the Bonds and Authorizing Other Matters Relating to the Bonds" approved by the City Council on October 27, 2015. Purchaser - The purchaser as set forth in the Official Bid Form for the Obligations. A-1 Gtown\GO\15A: GenNoUtCert 10.1 20 11 .13 v 8 1. B-1 Gtown\GO\15A: GenNoLitCert I-WAII11:11 Outstanding Ad Valorem Tax Debt Combination Tax and Utility System Limited Revenue Certificates of Obligation, Series 2006 1,820,000 Limited Tax Refunding Bonds, Series 2006 3,585,000 Combination Tax and Revenue Certificates of Obligation, Series 2007 1,600,000 General Obligation and Refunding Bonds, Series 2007 3,065,000 Combination Tax and Revenue Certificates of Obligation, Series 2008 925,000 Combination Tax and Revenue Certificates of Obligation, Series 2009 4,210,000 General Obligation Bonds, Series 2009 900,000 General Obligation Refunding Bonds, Series 2009 800,000 Combination Tax and Revenue Certificates of Obligation, Series 2010 4,395,000 General Obligation Bonds, Series 2010 1,130,000 General Obligation Bonds, Series 2010A 10,320,000 Combination Tax and Revenue Certificates of Obligation, Series 2011 7,875,000 Combination Tax and Revenue Certificates of Obligation, Series 2012 2,505,000 General Obligation Bonds, Series 2012 11,795,000 General Obligation Refunding Bonds, Series 2012 6,625,000 General Obligation Bonds, Series 2012A 11,815,000 Combination Tax and Revenue Certificates of Obligation, Series 2013 3,795,000 General Obligation Bonds, Series 2013 8,820,000 General Obligation Refunding Bonds, Series 2013 10,575,000 Combination Tax and Revenue Certificates of Obligation, Series 2014 2,250,000 C-1 Gtown\GO\15A: GenNoUtCert MEMO[ MG, 11111111; Combination Tax and Revenue Certificates of Obligation, Series 2015 in the process of issuance 1103.0-11,10-IMMOMWIM I MR MG, 1!141111111111 111 Iii 11�11132MM�� 4,700,000 12,025,000 6,990,000 6,470,000 4,345,000 6,360,000 11,785,000 C-2 Gtown\GO\15A: GenNoUtCert " EX 4) bJ 0 ®q } o �PW-1 �4ti r� a, 4® > m a E� } '80 O c*t bAas �^ cn O C) O rJ O O K 4L 0 Cj N It ID �O CT In It '. 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C 0 C 00 0 C C O O ,:: 00 00 O O C OO C vpi Q 4-r p C F U ea rn cc:3 O 0 w M :; Vc vn C 0 '�It 0000 � � � � ® C . W � O 000 h 'Itn 0, ,O w to tiO h ® i0 © p. � .� O 0 kn O ,O 7 M 0 00 h � 00 +-1. m O 0 0 a� 0 W er eh M^ M M- N - r Cx , C' mr :3 v V. a) 64 N. .'T. I ~O .h-� W Ot O ,-+ N M d' V7 ,O r, 00 C,0 .-+ N M 't le') '0 r-u :ty. N N N N N N N N N -N m m m M Cl) m 2 m C) H *j ,^j �Q 4� 4ti U e:.y 1 u O `m 0 0 0 0 CD 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 6& aN N N N N N N N N N N N N N N N. N N N N N N N E: SIGNED this City Secretary City Manager Mayor Before me, on this day personally appeared the foregoing individuals, known to me to be the officers whose true and genuine signatures were subscribed to the foregoing instrument in my presence. Given under my hand and seal of office this &14t. V SHIRLEY J, RINN MY Commission ExpiresNot��blic OF June 26, 2017 r Xm�. !1 SigPg GenNoUtCert Gtown\GO\15A: GenNoUtCert \4� City Secretary City Manager Mayor Before me, on this day personally appeared the foregoing individuals, known to me to be the officers whose true and genuine signatures were subscribed to the foregoing instrument in my presence. A Given under my hand and seal of office this 2jn Dcu, 4CCU J Y p j My SHIRLEY J. RINN R C Cor pires Notary Public OMmission Expires 26,2017 My (Imisslo x June. L 01 June 26, 2 7 Emma= SigPg GenNoUtCert Gtown\GO\15A: GenNoUtCert City Secretary �A City Manager L Mayor Before me, on this day personally appeared the foregoing individuals, known to me to be the officers whose true and genuine signatures were subscribed to the foregoing instrument in my presence. A Given under my hand and seal of office this C,(-4 b J7,(p-e, fSHIRLEY J. RINK My commission Expires Not lic June 26,2017 2 SigPg GenNoUtCert Gtown\GO\15A: GenNoUtCert City Secretary,, City Manager Mayor Before me, on this day personally appeared the foregoing individuals, known to me to be �c "A (Notary Seal) A A 111 SHIRLEY J. RINN My Commission ExpWaS June 26,2017 Notarublic I - I SigPg GenNoUtCert Gtown\GO\15A: GenNoUtCert THIS AGREEMENT entered into as of November 1, 2015 (this "Agreement"), by and between the City • Georgetown, Texas (the "Issuer"), and The Bank • New York Mellon Trust Company, N.A. of Dallas, Texas, a banking corporation duly organized and existing under the laws • the United States • America (the "Bank"). 1.14 K91 V WHEREAS, the Issuer has duly authorized and provided for the issuance of its General Obligation Bonds, Series 2015A in the aggregate principal amount of $11,785,000 (the "Securities"), such Securities to be issued in fully registered form only as to the payment of principal and interest thereon-, and WHEREAS, the Securities are scheduled to be delivered to the initial purchasers thereof • or ,r• November 12, 2015; and WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar 1.9 connection with the payment • the principal of, premium, if any, and interest • the Securiti listrati,tTv trvisfer atd_Pyc4"ge -V#ereoLhy_Lj;=vj.�tered owners thereol • WHEREAS, the Bank has agreed to serve in such capacities for and • behalf • the Issul" '111E W111 111," '111r, 111.15 1 1 ARTICLE ONE APPOINTMENT OF BANK AS • AGENT AND REGISTRAR Section 1.01. Appointment. FAT the principal, • (if any), and interest • the Securities as the same become due and payable to the registered :• thereof, all in accordance with this Agreement and the "Ordinances" (hereinafter •. The Issuer hereby appoints the Bank as Registrar with respect to the Securities. As Registrar for the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the ownership • said Securities and with respect to the transfer and exchang,,i thereof as provided herein and in the • The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Securities. GTOWN\GO\15A: PARA Section 1.02. Compensation. As compensation for the Bank's services as Paying Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Schedule A attached hereto for the first year of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day o the following Fiscal Year. In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements and advances incurred or made by the Bank in accordance with any of tielfut L of its agents and counsel). 1* 1 1110101gly I For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Bank Office" means the designated office of the Bank as indicated on the signature page hereof, except that the payment and registration duties of the Bank will be performed from thm Bank's designated office located in Dallas, Texas. The Bank will notify the Issuer in writing of any change in location of the Bank Office. •- - I . -- -- -- f". "Ordinances" mean the orders, ordinances or resolutions of the governing body of t'i Issuer pursuant to which the Securities are issued, certified by the City Secretary of the Issuer any other officer of the Issuer and delivered to the Bank. "Person" means any individual, corporation, partnership, joint venture, association, joi stock company, trust, unincorporated organization or government or any agency or politic subdivision of a government. I "Predecessor Securities" of any particular Security means every previous Securi evidencing all or a portion of the same obligation as that evidenced by such particular Securi a replacement Security has been registered and delivered in lieu thereof pursuant to Section 4. hereof and the Ordinances). I GTOWN\GO\l 5A: PARA "Redemption Date" when used with respect to any Bond to be redeemed means the date fixed for such redemption pursuant to the terms of the Ordinances. "Registered Owner" each means the Person in whose name a Security is registered in the Security Register. "Responsible Officer" when used with respect to the Bank means the Chairman or Vice - Chairman of the Board of Directors, the Chairman or Vice-chairman of the Executive Committee the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a I, vikwt I �-wg Lx, whom such- matter is referred because of his knowledge of and familiarity with the particular subject. "Security Register" means a register maintained by the Bank on behalf of the Issuer providing for the registration and trans o e ec riles. "Stated Maturity" means the date specified in the Ordinances on which the principal of a Security is scheduled to be due and payable. The terms "Bank," Issuer," and Securities (Security)" have the meanings assigned to them in the recital paragraphs of this Agreement. The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and functions of this Agreement. F.'WHOWWWW" I Am 1121MA" D10 As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of each Security at its Stated Maturity or Redemption Date, to the Registered Owner upon surrender of th4 Security to the Bank at the Bank Office. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on ea Security when due, by computing the amount of interest to be paid each Registered Owner and preparing and sending checks by United States Mail, first class postage prepaid, on each payment 9- ate, tR the Reilstered Owners of the Securities or their Predecessor Securities� on the remective I'M441158PT-1 toligo[W.IGLOIL=.i OEM GTOWN\GO\15A: PARA to the Bank, requested in writing by the Registered Owner at the Registered Owner's risk and expense. I 1 11-1 1 - The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities *n the dates specified in the Ordinances. 61791�1 UTIUMM, N-TITUM-1=11 To the extent required by the Internal Revenue Code of 1986, as amended, or the Treasu Regulations, the Bank shall report to or cause to be reported to the Holders and the Intern Revenue Service (i) the amount of "reportable payments," if any, subject to back up withholdi during each year and the amount of tax withheld, if any, with respect to the payments on t�. Securities and (ii) the amount of interest or amount treated as interest, such as original iss, fJ discount, on the Securities required to be included in the gross income of the owners thereof U1 federal income tax purposes. oux"Myt, t . - I I Imam The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Off, books and records (herein sometimes referred to as the "Security Register") for recording t1l names and addresses of the Registered Owners of the Securities, the transfer, exchange replacement of the Securities and the payment of the principal of and interest on the Securities the Registered Owners and containing such other information as may be reasonably required the Issuer and subject to such reasonable regulations as the Issuer and the Bank may prescribe. transfers, exchanges and replacement of Securities shall be noted in the Security Register. I Every Security surrendered for transfer or exchange shall be duly endorsed or be 9ccompanied by a written instrument of transfer, the signature on which has been guaranteed by zn officer of a federal or state bank or a member of the Financial Industry Regulatory Authority, "lik-2gM am' 2.uthorized in writing. The Bank may request any supporting documentation it feels necessary to effect a r registration, transfer or exchange of the Securities. i To the extent possible and under reasonable circumstances, the Bank agrees that, in relation of Securiji!&Jh. �-excbg�nge-or-t Owners thereof M INIMM GTOWN\GO\15A: PARA tuly executed by the Registered Owner, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar. mmugmM The Issuer shall provide an adequate inventory of printed Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities will be kept in safekeeping pending their use, and reasonable care will be exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than the care maintained by the Bank for debt securities • • e• subdivisions • corporations for which it serves as registrar, or that is maintained • its • securities. The Bank, as Registrar, will maintain the Security Register relating to the registratio payment, transfer and exchange of the Securities in accordance with the Bank's general practic and procedures in effect from time to time. The Bank shall not be obligated to maintain su utilizes at the time. The Security Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. •t . .1 I --- - 1. - The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the required fee, a copy of the information contained in the Security Register. The Issuer may also for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to • the inforination. into written form. The Bank will not release or disclose the contents of the Security Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt • a court order ♦ as ♦ required by law. Upon receipt • a court order and jrior to the release or disclosure of the contents of the Securit�mj_�e isteL the Bank will notiQj, the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents • the Security Register. The Bank will, at such reasonable intervals as it determines, surrender to the Issu Securities in lieu • which • in exchange for which other Securities have been issued, or whi have been paid. I Section 4.06. Mutilated, Destroyed, Lost or Stolen Securities. GTOWN\GO\15A: PARA 5 The Issuer hereby instructs the Bank, subject to the applicable provisions of thq Ordinances, to deliver and issue Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as the same does not result in an overissuance. In case any Security shall be mutilated, or destroyed, lost or sto en, B in its denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Security, or in lieu of and in substitution for such destroved lost or stolen Security, only after (i) the filing by the Registered Owner thereof with the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Security shall be home by the Registered Owner of the Security mutilated, or destroyed, lost or stolen. Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, as t* 16-_-Waoriarilisc il-L= •r_-d4i. has delivered upon the transfer or exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06. F-IRDWO-M-A Mulmm "I The Bank undertakes to perform the duties set forth herein and agrees to use reasonab care in the performance thereof i The Bank is authorized to transfer funds relating to the closing and initial delivery of tt. Securities in the manner disclosed in the closing memorandum as prepared by the Issuer's Financi Advisor or other agent. The Bank may act on facsimile or e-mail transmission of the closi memorandum acknowledged by the Financial Advisor or the Issuer as the final closi memorandum. The Bank shall not be liable for any losses, cost or expenses arising directly indirectly from the Bank's reliance upon and compliance with such instructions I I I I - k rI I t M (a) The Bank may conclusively rely, as to the truth of the statements and correctne of the opinions expressed therein, on certificates or opinions furmshed to the Bank. i GTOWN\GO\15A: PARA 6 (I-) The Bank shall not be liable for any error of judgment made in good faith by". Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining pertinent facts. (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is (d) The Bank may rely and shall be protected in acting or refraining from acting upon a f.-esolution, certificate, statement, instrument, opinion, report, notice, request, direction, consel order, bond, note, security, or other paper or document believed by it to be genuine ammd to been signed or presented by the proper party or parties. Without limiting the generality of t foregoing statement, the Bank need not examine the ownership of any Securities, but is protect in acting upon receipt of Securities containing an endorsement or instruction of transfer or pow of transfer which appears on its face to be signed by the Registered Owner or an agent of t Itt Registered Owner. The Bank shall not be bound to make any investigation into the facts or ma e state-4 request, directio consent, order, bond, note, security or other paper or document supplied by Issuer.^ (e) The Bank may consult with counsel, and the written advice of such counsel or arl opinion of counsel shall be fall and complete authorization and protection with respect to a] action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. (f) The Bank may exercise any of the powers hereunder and perform any duties hereund either directly or by or through agents or attorneys of the Bank. i The Bank is also authorized to transfer funds relating to the closing and initial delivery of the Securities in the manner described in any closing memorandum as pre -pared by the City, the City's Financial Advisor or other agent. The Bank may act on a facsimile or e-mail transmission the final closing memorandum. The Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from the Bank's reliance upon and compliance with the instructions set forth in the closing memorandum. The Bank shall in no event be liable to the Issuer, any Registered Owner or Register Owners of any Security, or any other Person for any amount due on any Security from its o funds. I 7 Section 5.04. May Hold Securities. The Bank, in its individual or any other capacity, may become the owner or pledgee of the Paying Agent/Registrar, or any other agent. . I I I 0MMM r111731=1 The Bank shall deposit any moneys received from the Issuer into a trust account to be held in a fiduciary capacity for the payment of the Securities, with such moneys in the account that Iviwy-r FLt--r?4-1VYg7*,.J� *rmion, MAI of Texas and the laws of the United States of America to secure and be pledged as collateral for trust accounts until the principal and interest on such securities have been Dresented for payment and paid to the owner thereof. Payments made from such trust account &II be made by check drawn on such trust account unless the owner of such Securities shall, at its own expense and risk, request such other medium of payment. Subject to the Unclaimed Property Law of the State of Texas, any money deposited with the Bank for the payment of the principal, premium (if any), or interest on any Security and remaining unclaimed for three years after the final maturity of the Security has become due and payable will be paid by the Bank to the Issuer if the Issuer so elects, and the Registered Owner of such Security shall hereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to such monies shall thereupon cease. If the Issuer does not elect, the Bank is directed to report and dispose of the funds in compliance with Title Six of the Texas Property Code, as amended. Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it lig-en:,.:e or bad faith on itsyart, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 5.07. Intereleader. adequate service. The Issuer and the Bank further agree that the Bank has the right to file a B of any Person claiming any interest herein. GTOWN\GO\15A: PARA it I . - I It It is hereby represented and warranted that, in the event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the "Operational Arrangements," effective August 1, 1987, which establishes requirements for securities to be eligible for such type depository trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. Attached hereto is a copy of the Blanket Letter of Representations with The Depository Trust Company. ARTICLE SIX 'WUNK-MU-1141M, 0TIS-P-M-1 This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other document delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of this Agreement. Section 6.04. Effect of Headinjus. The Article and Section headmas herein are for convenience only and shall not affect the construction hereof. Section 6.05. Successors and Assigns. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed or not. Section 6.06. Severabilily. GTOWN\GO\15A: PARA 9 T - I OM 10,11" 99 11 NO 1401101111 YAM I I I M I Nothing herein, express or implied, shall give to any Person, other than the parties here and their successors hereunder. any benefit or any legal or equitable right, remedy, or clai hereunder. I • MINI I Wereo r 11aLl f C LU L11C as -wult I.L alij U4'11.L11UL Agreement and the Ordinances, the Ordinances shall govern. Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be teemed an original and all of which shall constitute one and the same Agreement. Section 6.10. Termination. This Agreement will terminate (i) on the date of final payment of the principal of and interest on the Securities to the Registered Owners thereof or (ii) may be earlier terminated by either party upon thirty (30) days written notice; provided, however, an early termination of this Agreement by either party shall not be effective until (a) a successor Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice has been given to the Registered Owners of the Securities of the appointment of a successor Paying Agent/Registrar. Furthermore, the Bank and Issuer mutually agree that the effective date of an early termination of this Agreement shall not occur at any time which would disrupt, delay or otherwise adversely affect the payment • the Securities. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security Register (or a copy thereof), together with other pertinent books and records relating to the Securities, to the successor Paying Agent/Registrar designated and appointed by the Issuer. The provisions of Section 1.02 and of Article Five shall survive and remain in full force 9nd effect following the termination • this Agreement. Section 6.11. 'Governing Law. GTOWN\GO\15A: PARA 10 This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. GTOWN\GO\15A: PARA I I IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. M Title GTOWN\GO\l 5A: PARA PARA Sig Pg i By_ Mayor OTOWN\GO\I5A: PARA PARA Sig Pg 0�� M Umu= GTOWN\GO115A: PARA PARA Sch A City of Georgetown, Texas General Obligation Bonds, Series 2015A A I-mn fool MIRIUMI BNY Mellon Corporate Trust Paying Agent e Registrar 01= BNY MELLON BNY Mellon Corporate Trust Fee Schedule for City ofGeorgetown, Texas General Obligation Bonds, 8ehee2U15A Fee Schedule Subject tothe Terms and Disclosures below, appointment ofThe Bank mfNew York Mellon Trust Company, N/4.(°8WYW"or "us~or°affiVates or "subsidiaries") in the roles as outlined within this Fee Schedule (this "Fee Schedule"), City of Georgetown, Texas ("Customer" or "You") shall be responsible for the payment of the fees, expenses and charges as set forth herein. Fees are payable or accrue at the time of the execution of the governing documents (the "Transaction Documents") in connection with the closing of the transaction (the "Transaction") which is the subject of this Fee Schedule. General Fees The Transaction Acceptance Fee ispayable etthe time of the execution of the governing documents in connection with the closing of the transaction which is the subject of this Agreement (the "Transaction"), and compensates BNYM for the following:review of all supporting documents, initial establishment of the required accounts and Know Your Customer checks. An annual charge covering the normal paying agent duties related to account administration and bondholder services.Our pricing Is based on the assumption on that the bonds are DTC-eligible/book-entry only. This fee is payable annually, in advance. The charges for performing extraordinary or other services not contemplated atthe time ofthe execution of the Transaction Documents or not specifically covered elsewhere in this schedule will be commensurate with the service to be provided and may be charged in BNY Mel|or/a sole discretion. If it is contemplated that B0y Mellon hold/and or value collateral, additional acceptance, administration and counsel review fees will be applicable to the agreement governing such services. |fthe bonds are converted to certificated form' additional annual fees will be charged for any applicable tender agent and/or registrar/paying agent services. Additional information will be provided at such time If all outstanding bonds of e series are defeased or redeemed, or BNY Mellon is removed as paying agent prior to the maturity of the bonds, a termination fee may be assessed at that time. Miscellaneous fees and expenses may include, but are not necessarily Umitedtosuppementa|agreements,tenderpnocesdng,the preparation and distribution of sinking fund redemption notices, optional redemptions, failed remarketing processing, preparation of special or interim reports, U[CfUinQ fees, auditor confirmation fees, vMne transfer fees, Letter of Credit draw6mmo fees, transaction fees tnsettle third -party trades, and reconcilement fees to balance trust account balances to third -party investment provider statements. Counsel, accountants, special agents and others will be charged at the actual amount of fees and expenses billed. FDIC or other governmental charges will be passed along as incurred. Reimbursement will be required for any out-of-pocket expenses and will beinvoiced tothe Customer atcost. Customer agrees toreimburse BNYM for extraordinary expenses incurred by it in connection with the Transaction to the extent permitted by law. Unless specifically listed inthis Fee Schedule, the fees, expenses and disbursements nfBNYMlegal counsel are not included inthe charges listed above. Default Administration |fanevent ufdefault occurs under the Transaction Documents,theservicesofeachemp| ofBNYMadministering such default will be charged at the prevailing hourly rate for default administration services as set out from time to time. In addition, all of 8NY84's costs and expenses including but not limited to any legal costs' travel costs and applicable taxes shall 6echarged to Customer. PRIVILEGED AND CownDEmn4L The information mmwme schedule is confidential and isintended for the sole use o, the addressee only. This information sxaxoo«beintemmnaovdisclospu' reproduced, copied, published, distributed ordisplayed inany form toany third party without omYM'spnurwaaeoapproval. 8MYMeUon Corporate Trust Fee Schedule for City of Georgetown, Texas General Obligation Bonds, Series 2015A Negative Interest Rates — Charges With respect toany funds invested byB0yMinconnection with the Transaction, if: (Vany recognized overnight benchmark rate orany official overnight interest rate set by a central bank or other monetary authority is negative or zero; or (ii) any market counterparty or other institution applies a negative interest rate or any related charge to any account or balance of BNYM or any account or balance opened for You by BNYM, BNYM may apply a charge to any of Your accounts or balances. BNYMwill give You prompt written notice ofthe application ofany such charges. You acknowledge and agree that the application ofsuch acharge by BNYK8 may cause the effective interest rate applicable to Your account or balance to be negative, notwithstanding that one or more of the rates set by third parties specified in clauses (I) and (ii) above may be positive. Terms and Disclosures General BNYM's final acceptance ofhsappcintmeo1pumuanttotheTr osactionOocumemsissubjecttuthefuUrevewandappruva|ofaU related documentation and standard Know Your Customer procedures. In the event that this Transaction does not proceed with BNYM in the roles contemplated by this Fee Schedule and the Transaction Documents, Customer will be responsible for payment nfany external counsel fees and expenses and out-of-pocket expenses which BNYM may have incurred up to and including the termination date. Customer shall beresponsible for filing any applicable information returns with the U.S. Department of Treasury, Internal Revenue Service 1nconnection with payments made by8NYM to vendors who have not performed services for 8NYM'sbenefit under the various bond or note issuances or other undertakings contemplated by this Fee Schedule. The Bank cfNew York Mellon Corporation baglobal financial organization that operates in and provides services and products to clients through its affiliates and subsidiaries located in multiple jurisdictions (the "8Nf Mellon Group"). The8Ny Mellon Group may (I) centralize in one or more affiliates and subsidiaries certain activities (the "Centralized Functions"), including audit accounting, administration, risk management, |ega|, compliance, sales, product communication, relationship management and the compilation and analysis ofinformation and data regarding Customer (which, for purposes of this provision, includes the name and business contact information for Customer employees and representatives) and the accounts established pursuant to the Transaction Documents ("Customer Information") and (ii) use third party service providers to store, maintain and process Customer Information ("Outsnuroed Functions"). Notwithstanding anything to the contrary contained elsewhere in this Fee Schedule or the Transaction Documents and solely in connection with the Centralized Functions and/or Outsourced Functions' Customer consents to the disclosure of, and authorizes BNY Mellon to disclose, Customer Information to (i) other members of the BNY Mellon Group (and their respective officers, directors and employees) and to (ii) third -party service providers (but solely in connection with 8utsourced Functions) who are required to maintain the confidentiality of Customer Information. In addition, the 8NY Mellon Group may aggregate Customer Information with other data collected and/or calculated by the BNY Mellon Group, and the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Customer Information with Customer specifically. Customer represents that it is authorized to consent to the foregoing and that the disclosure ofCustomer Information in connection with the Centralized Functions and/or Outsourced Functions does not violate any relevant data protection legislation. Customer also consents 1othe disclosure of Customer information to governmental and regulatory authorities injurisdictions where the 8NyMe|lon Group operates and otherwise asrequired by law. Customer agrees thatBNYMshal|havennobligo[ontoexpendurriskitsownfundsprotherwbetolncurony|iabi|ity, financial or otherwise, in the performance of any of its duties as paying agent or registrar in connection with the Transaction, or in the exercise ofany oƒits rights urpowers hnconnection therewith, if itshall have reasonable grounds for believing that repayment uf such funds is not assured to it. Customer agrees to reimburse BNYM for extraordinary expenses incurred by it in connection with the Transaction tothe extent permitted by law. Please note the fees quoted in this Fee Schedule are based upon the information available at the present time. Further quotes may beprovided once the structure of the deal has been finalized. Annual Fees cover a period of one year and any portion thereof and are not subject to pro -ration, Fees may be subject to adjustment during the life of the engagement. PRIVILEGED AND CONFIDEN11AL The information in this fee schedule is confidential and is intended for the sole use of the addressee only. This information shall not beintentionally disclosed, reproduced, copied, published, distributed or displayed in any forrn to any third party without BNYM's prior written approval. BNY0ellon Corporate Trust Fee Schedule for City of Georgetown, Texas General Obligation Bonds, Series 2015A Advance Fees BNvMrequires that Customer agree tothe fees quoted in this Fee Schedule prior to the commencement ofany work or the provision ofany services by8NYIWinrelation tnthe Transaction. |nthe event that 8NYM provides any services toCustomer prior to your agreement to the fees quoted herein, the commencement of such work or the provision ofsuch services shall not be deemed to constitute a waiver of the fees listed in this Fee Schedule. BNYM reserves the right to cease providing services until such time as Customer agrees to the fees quoted herein. BNY&1reserves the .right torequest that any and all fees due and payable pursuant tothis Fee Schedule and related in any way to the Transaction are paid in advance (either in whole or in part) prior to the provision ofany services. of Offer You may agree to the fees quoted herein by (i) executing this Fee Schedule and returning it to us, (ii) closing the Transaction, or <iiUinstructing usnrcontinuing toinstruct usafter receipt ufthis Fee Schedule. Upon the earlier tooccur of(i),(i)and (iQ,the fees quoted herein shall bedeemed accepted byyou. |fyou agree tothe fees quoted herein, the terms ofthis Fee Schedule shall supersede any prior fees quoted with respect to the Transaction. GNYrN may revoke the terms of this Fee Schedule if the Transaction does not close within three months from the date orthis Fee Schedule. Should the Transaction fail toclose for any reuson'a termination fee equal to BNYK4'sAcceptance Fee, any external counsel fees, expenses and disbursements and all out-of- pocket expenses will apply. All information provided to Customer by8NYIVI must remain confidential and may not be intentionally disclosed, reproduced, copied, published, mrdisplayed inany form tuany third party without BNYIVI'sprior written approval. Customer Notice Required By the USA Patriot Act To help the U.S. government fight the funding ofterrorism and money laundering activities, USFederal law requires all financial institutions to obtain, verify and record information that identifies each person (whether an individual or organization) for which a relationship is established. When Customer establishes a relationship with 8NYIM, we will ask Customer to provide certain information (and documents) that will help ustoidentify Customer. VVewill ask for your organization'sname, physical address, tax identification or other government registration number and other information that will help us identify Customer. We may also ask for oCertificate of Incorporation or similar document or'other pertinent identifying .documentation for your type of organization. PRIVILEGED AND CONFIDENTIAL The information mmis fee schedule is confidential and isintended for the sole use orthe addressee only. This information shall not ^eintentionally disclosed, i $y Mayor GTOWN\GO\15A: PARA PARA Sig Pg By Mayor 113 East 8th Street, Georgetown, Texas 78626 GTOWN\GO\15A: PARA PARA Sig Pg 1. By Mayor 113 East 8th Street, Georgetown, Texas 78626 GTOWN\GO\15A: PARA PARASig Pg By Mayor • -Immmummm GTOVMGO\15A: PARA PARA Sig Pg Honorable Mayor and City Council City of Georgetown, Texas 101 East 7'h Street Georgetown, Texas 78627 Members of the City Council: October 27, 2015 Reference is made to your Official Statement and Notice of Sale and Bidding Instructions, dated October 19, 2015, of $11,785,000 CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION BONDS, SERIES 2015A, both of which constitute a part hereof. For your legally issued Bonds, in the aggregate principal amount of $11,785,000, we will pay you a price of $11,804,001,82, representing 100. 16% of the par value, Such Bonds mature August 15, in each of the years and !it the amounts and interest rites shown below: Maturity Principal Interest Maturity Principal Interest (August 15) Amount Rate {August 15) Amount Rate 2016 205,000 U00% 2026 $ 595,000 3,000% 2017 485,000 2.000% 2027 610,000 3.000% 2018 495,000 2.000% 2028 630,000 1000% 2019 505,000 Z000% 2029 650,000 1000% 2020 515,000 3.000% 2030 670,000 3,000% 2021 530,000 21000% 2031 690,000 3.000% 2022 540,000 2.000% 2032 710,000 3.125% 2023 550,000 2.250% 2033 730,000 3.2005/7. 2024 565,000 2,250% 2034 755,000 3.250% 2025 575,000 3.000% 2035 780,000 3.300% Of the principal maturities set forth in the table above, tenn bonds have been created as indicated In the following table (which may include multiple teen bonds, one term bond or no term bond if none is indicated). For those years which have been combined into terns bonds, the principal amount shown In the table above shall be the mandatory sinking fund redemption ,amounts in such years except that the amount shown in the year of the term bond maturity date shall mature in such year, The term bonds created are as follows: Term Bonds Year of Maturing First Mandatory A2ULI 15 Redemption 2029 2028 I Principal Interest Amount Rate 1,280,000 3.000% ofo S % 9 9 Our calculation (which is not a part of this bid) of the interest cost from the above is: pro 2,9202357% The Initial Bond shall be registered in the name of Cede & Company, which will, upon payment for the Bonds, be cancelled by the Paying Agent/Registrar. The Bonds will then be registered in (lie name of Cede & Co. (DTCs partnership nominee), tinder the book -entry -only system. A wire transfer or a cashiers or certified check to the City In (lie amount of $236,200 will be made available in accordance with the Notice of Sale trade a part hereof. Should we fail or refuse to make payment for tile. Bonds in accordance with the terms and conditions set forth in tine Notice of Sale, the proceeds of this deposit shall be retained by the City as complete liquidated damages against us. Please check the box below to designate your Good Faith Deposit option, NVe agree to accept delivery of the Bonds utilizing the book -entry -only system through DTC-and make payment for the Initial Bond in 'immediately available funds in the Corporate Trust Division, The Bank of New York Mellon Trust Company, Dallas„ Texas, not later than 10;00 AM, CST, on November 12, 2015, or thereailer oil the date the Bonds are tendered for delivery, pursuant to the terms set .forth in the Notice of Sale and Bidding Instructions, It will be the obligation of the purchaser of the Bonds to complete the DTC Eligibility Questionnaire. The undersigned agrees to complete, execute, and deliver to the City, not later than the close of business on tine business day following tine award of the sale of tile Bonds, a certificate relating to the "issue price' of the Bonds in (lie form and to tine effect accompanying the Notice of Sale and Bidding Instructions, with such changes thereto as may be acceptable to the City. We agree to provide in writing the -initial reoffering prices and other terms, if nny, to the Financial Advisor by the close of the next business day after fire award. Respectfully submitted, Syndicate Members. 511 i"A_.1 , 6 Co iaNG, cml. rz Name of Bond Purchaser or Manager Authorized Representative Pliorae c nber '} - /'l) Signature Please check one of file options below regarding Good Falth Deposit: Submit by Wire Transfer Submit by Bank Cashler's/Certified Check ACCEPTANCE CLAUSE Tire above and foregoing bid is hereby in all things accepted by City of Georgetown, Texas, tills the 2P day of October, 2015. ATTEST: AIL City Secretary Mayor City of Gcorgctowlr, s City of Georgetown, Texas C01Gi4t E �# fW Honorable Mayor and City Council City of Georgetown, Texas 101 East P Street Georgetown, Texas 78627 Members of the City Council: October 27, 2015 Reference is made to your Official Statement and Notice of Sale and Bidding Instructions, dated October 19, 2015, of $11,785,000 CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION BONDS, SERIES 2015A, both of which constitute a part hereof. For your legally issued Bonds, in the aggregate principal amount of $11,785,000, we will pay you a price of $11,804,001,82, representing 100, 161/o of the par value, Such Bonds mature August 15, in each of the years and in the amounts and interest rates shown below: Maturity Principal Interest Maturity Principal Interest (Au Bust 15) Amount Rate 15)_ Amount Rate 2016 $ 205,000 2,000% _161g2st 2026 $ 595,000 3.000% 2017 485,000 2.000% 2027 610,000 3.000% 2018 495,000 2,000% 2028 630,000 3.000% 2019 505,000 2.000% 2029 650,000 3.000% 2020 515,000 3.000% 2030 670,000 3.000% 2021 530,000 1000% 2031 690,000 3.000% 2022 540,000 2.000% 2032 710,000 1125% 2023 550,000 1250% 2033 730,000 3.200% 2024 565,000 2.250% 2034 755,000 3,250% 2025 575,000 3.000% 2035 780,000 3,300% Of the principal maturities set forth in the table above, tent bonds have been created as indicated In the following table (which may include multiple tern bonds, one term bond or no term bond if none is indicated). For those years which have been combined Into terns bonds, the principal amount shown In the table above shall be the mandatory sinking fund redemption amounts in such years except that the amount shown in the year of the term bond maturity date shall mature in such year, Tile term bonds created are as follows: Term Bonds Maturing August 15 2029 Yearof First Mandatory Redemption 2028 Principal Interest Amount Rate $1,280,000 3.000% M Our calculation (which is not a part of this bid) of the interest cost from the above is: TRUE INTEREST COST 2.9202357% The Initial Bond shall be registered In the name of Cede & Company, which will, upon payment for (lie Bonds, be cancelled by the Paying Agent/Registrar. The Bonds will then be registered in the name of Cede & Co. (DTCs partnership nomince), tinder the book -entry -only system. A wire transfer or a cashiers or certified check to the City In the amount of $236,200 will be made available in accordance with the Notice of Sale made a part hereof. Should we fail or refuse to make payment for the Bonds in accordance with the terms and conditions set forth in the Notice of Salo, the proceeds of this deposit shall be retained by the City as complete liquidated damages against us. Please check the box below to designate your Good Faith Deposit option, We agree to accept delivery of the Bonds utilizing the book -entry -only system through DTC and make payment for the Initial Bond in immediately available funds in the Corporate Trust Division, 'rhe Bank of New York Mellon Trust Company, Dallas, Texas, not later than 10 00 AM, CST, on November 12, 2015, or thereafter on the date the Bonds are tendered for delivery, pursuant to the terms set forth in the Notice of Sale and Bidding histructions, It will be the obligation of the purchaser of the Bonds to complete the DTC Eligibility Questionnaire, The undersigned agrees to complete, execute, and deliver to the City, not later than the close of business on the business day following the award of the sale of the Bonds, a certificate relating to the "issue price" of the Bonds in the form And to the effect accompanying the Notice of Sale and Bidding Instructions, with such changes thereto as may be acceptable to the City, We agree to provide in writing the initial reoffering prices and other terms, if any, to (lie Financial Advisor by the close of the next business day after the award. Respectfully submitted, Name of Bond Purchaser or Manager Authorized Representative' f Phone c nber - Signature Please check one of the options below regarding Good Faith Deposit: MMECEEZEMMEM Syndicate Members: Ile 5 :! tr ACCEPTANCE CLAUSE The above and foregoing bid is Hereby in all things accepted by City of Georgetown, Texas, this the-2P day of October, 2015; ATTEST; ` ktf City Secretary Mayor City of Georget vrt, Te, s City of Georgetown, Texas Honorable Mayor and City Council City of Georgetown, Texas 101 East P Street Georgetown, Texas 78627 Members of the City Council: October 27,2015 Reference is made to your Official Statement and Notice of Sale and Bidding Instructions, dated October 19, 2015, of $11,785,000 CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION BONDS, SERIES 2015A, both of which constitute a part hereof. For your legally issued Bonds, in the aggregate principal nmount of $11,785,000, we will pay you a price of $11,804,001,82, representing 100. 16% of the par value. Such Bonds mature August 15, in each of the years and in the aniounts and interest rates shown below: Maturity Principal Interest Maturity Principal Interest (August 15) Amount Rite {August 15) Amount Rate 2016 $ 205,000 2.000% 2026 $ 595,000 3.000% 2017 485,000 2.000% 2027 610,000 3,000% 2018 495,000 2.000% 2028 630,000 3,000% 2019 505,000 2.000% 2029 650,000 3.000% 2020 515,000 1000% 2030 670,000 3.000% 2021 530,000 2.000% 2031 690,000 1000% 2022 540,000 2.000% 2032 710,000 1125% 2023 550,000 2,250% 2033 730,000 3.200% 2024 565,000 2.250% 2034 755,000 3.250% 2025 575,000 3.000% 2035 780,000 1300% Of the principal maturities set forth in the table above, tenn bonds have been created as indicated In the following table (which may include multiple term bonds, one term bond or no term bond if none is indicated). For those years which have been combined into term bonds, the principal amount shown In the table above shall be the mandatory sinking fund redemption amounts in such years except that the amount shown in the year of the term bond maturity date sliall mature in such year. The term bonds created are as follows: Term Bonds Year of Maturing First Mandatory Prhicipal Interest August 15 Redern2tion. Amount Rate 2029 2028 $ 1,280,000 3.000% Our calculation (which is not a pad of this bid) of the interest cost from the above is: • 2.9202357% The Initial Bond shall be registered in the name of Cede & Company, which will, upon payment for (lie Bonds, be cancelled by the Paying Agent/Registrar, The Bonds will then be registered in (lie name of Cede & Co. (DTCs partnership noinince), tinder (lie book -entry -only system, A wire transfer or u cashiers or certified check to the City in tiie amount of $236,200 will be made available in accordance twill) the Notice of Sale made a part hercof. Should we fail or refuse to make payment for the Bonds in accordance whh the terns and conditions set forth in the Notice of Sale, the proceeds of this deposit shall be retained by the City as complete liquidated damages against us. Please check the box below to designate your Good Faith Deposit option. We agree to accept delivery of the Bonds utilizing the book -entry -only system through DTC and make payment for the Initial Bond in immediately available funds in ti►e Corporate Trust Division, The Bank of New York Mellon Trust Company, Dallas, Texas, not later than 10:00 AM, CST, on November 12, 2015, or thereafter on tine date tine Bonds are tendered for delivery, pursuant to the terms set forth in the Notice of Sale and Bidding Instructions. it will be tine obligation of the purchaser of tine Bonds to complete the DTC Eligibility Questionnaire. The undersigned agrees to complete, execute, and deliver to the City, not later than tine close of business on the business day following tine award of the site of the Bonds, a certificate relating to the "issue price' of the Bonds fin tine form and to the effect accompanying the Notice of Sale and Bidding Instructions, with such changes thereto as may be acceptable to lire City. We agree to provide it► writing the initial reoffering prices and other term, if any, to the Financial Advisor by the close of the next business day after the award, Respectfully submitted, 511 F0..I ;,N t an %v; �k Naive of Boned Purchaser or Manager 14-1,4A) Authorizedepresentative () fag 53 aa Pl►oiae crnber / -- Signature Please check one of tine options below regarding Good Faith Deposit: Submit by Wire Transfer 11 ACCEPTANCE CLAUSE Syndicate Members. vIle,r-ers Vt/ ! 111,4M S 9- le s 6 The above rand foregoing bid is hereby in all things accepted by City of Georgetown, Texas, this then?'4 day of October, 2015. ATTEST: — City Secretary City of Georgetot Tc as 11 1- Mayor City of Georgetown, Texas IN WITNESS WHEREOF, the City has caused this Bond to be signed with the manu • facsimile signature of the •,, • the City and countersigned with the manual • facsimi 'I signature of the City Secretary and has caused the official seal of the City to be duly impressed, placed in facsimile, on this Bond. City Secret Mayor signature ol etary • nas 00-1-31 t• • 1 3-tulp placed in facsimile, • this Bond. City Secretar Mayor