HomeMy WebLinkAboutORD 2016-29 - Tax & Revenue Cert of ObligationCERTIFICATE FOR ORDINANCE NO. 2016- a I
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
CITY OF GEORGETOWN §
We, the undersigned officers and members of the City of Georgetown, Texas (the "City"),
hereby certify as follows:
1. The City Council of the City convened in REGULAR MEETING ON THE 26TH
DAY OF APRIL, 2016, at Council Chambers, 101 E. 7th Street, Georgetown, Texas (the
"Meeting"), and the roll was called of the duly constituted officers and members of the City, to -wit:
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: 0 , thus constituting
a quorum. Whereupon, among other business, the following was transacted at the Meeting: a
written
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN,
TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION,
SERIES 2016; LEVYING AN AD VALOREM TAX AND THE PLEDGE OF
CERTAIN REVENUES IN SUPPORT OF THE CERTIFICATES; APPROVING
AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT
AND OTHER AGREEMENTS RELATED TO THE SALE AND ISSUANCE OF
THE CERTIFICATES; AND AUTHORIZING OTHER MATTERS RELATED TO
THE ISSUANCE OF THE CERTIFICATES
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: D
GTO W N\CO\2016: OrdCert
2. A true, full and correct copy of the Ordinance passed at the Meeting described in
the above and foregoing paragraphs is attached to and follows this Certificate; that the Ordinance
has been duly recorded in the City Council's minutes of the Meeting; that the above and foregoing
paragraphs are a true, full and correct excerpt from the City Council's minutes of the Meeting
pertaining to the passage of the Ordinance; that the persons named in the above and foregoing
paragraphs are the duly chosen, qualified and acting officers and members of the City Council as
indicated therein; that each of the officers and members of the City Council was duly and
sufficiently notified officially and personally, in advance, of the time, place and purpose of the
Meeting, and that the Ordinance would be introduced and considered for passage at the Meeting,
and each of the officers and members consented, in advance, to the holding of the Meetings for
such purpose, and that the Meeting was open to the public and public notice of the time, place and
purpose of the meeting was given, all as required by Chapter 551, Texas Government Code.
3. The Mayor of the City has approved and hereby approves the Ordinance; that the
Mayor and the City Secretary of the City have duly signed the Ordinance; and that the Mayor and
the City Secretary of the City hereby declare that their signing of this Certificate shall constitute
the signing of the attached and following copy of the Ordinance for all purposes.
GTO W N\C012016: OrdCert
SIGNED AND SEALED the 261h day of April, 2016.
City Secretary
[CITY SEAL]
GTO WN\CO\2016: OrdCert
(: ."& (24'�
Mayor
ORDINANCE NO. 2016 -
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN,
TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION,
SERIES 2016; LEVYING AN AD VALOREM TAX AND THE PLEDGE OF
CERTAIN REVENUES IN SUPPORT OF THE CERTIFICATES; APPROVING
AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT
AND OTHER AGREEMENTS RELATED TO THE SALE AND ISSUANCE OF
THE CERTIFICATES; AND AUTHORIZING OTHER MATTERS RELATED TO
THE ISSUANCE OF THE CERTIFICATES
Adopted April 26, 2016
GTO WN/CO/2016: Ordinance
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN,
TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION,
SERIES 2016; LEVYING AN AD VALOREM TAX AND THE PLEDGE OF
CERTAIN REVENUES IN SUPPORT OF THE CERTIFICATES; APPROVING
AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT
AND OTHER AGREEMENTS RELATED TO THE SALE AND ISSUANCE OF
THE CERTIFICATES; AND AUTHORIZING OTHER MATTERS RELATED TO
THE ISSUANCE OF THE CERTIFICATES
TABLE OF CONTENTS
Page
Recitals............................................................................................................................................1
Section 1. RECITALS AND PURPOSE OF THE CERTIFICATES......................................2
Section 2. DESIGNATION, DATE, DENOMINATIONS,
NUMBERS, AND MATURITIES OF CERTIFICATES.......................................3
Section3. INTEREST..............................................................................................................3
Section 4. CHARACTERISTICS OF THE CERTIFICATES.................................................4
Section 5. FORM OF CERTIFICATE..................................................................................... 8
Section 6. INTEREST AND SINKING FUND.....................................................................16
Section7. REVENUES..........................................................................................................16
Section 8. DEFEASANCE OF CERTIFICATES..................................................................17
Section 9. DAMAGED, MUTILATED, LOST, STOLEN,
OR DESTROYED CERTIFICATES....................................................................18
Section 10. CUSTODY, APPROVAL, AND REGISTRATION OF
CERTIFICATES; BOND COUNSEL'S OPINION;
CUSIP NUMBERS AND CONTINGENT INSURANCE
PROVISION, IF OBTAINED...............................................................................19
Section 11. COVENANTS REGARDING TAX EXEMPTION OF
INTEREST ON THE CERTIFICATES................................................................20
Section 12. SALE OF CERTIFICATES..................................................................................22
i
GTO WN/CO/2016: Ordinance
Section 13. DEFAULT AND REMEDIES..............................................................................22
Section 14. INTEREST EARNINGS ON CERTIFICATE PROCEEDS................................23
Section 15. APPROVAL OF PAYING AGENT/REGISTRAR
AGREEMENT, LETTER OF REPRESENTATIONS
AND OFFICIAL STATEMENT...........................................................................24
Section 16. CONTINUING DISCLOSURE UNDERTAKING..............................................24
Section 17.
AMENDMENT OF ORDINANCE.......................................................................27
Section 18.
NO RECOURSE AGAINST CITY OFFICIALS.................................................29
Section 19.
FURTHER ACTIONS...........................................................................................29
Section 20.
INTERPRETATIONS...........................................................................................29
Section 21.
INCONSISTENT PROVISIONS..........................................................................
29
Section 22.
INTERESTED PARTIES......................................................................................29
Section 23.
INCORPORATION OF RECITALS....................................................................30
Section 24.
SEVERABILITY...................................................................................................30
Section 25.
EFFECTIVE DATE..............................................................................................
30
Section 26.
PERFECTION.......................................................................................................30
Section 27.
PAYMENT OF ATTORNEY GENERAL FEE...................................................30
Exhibit A Paying Agent/Registrar Agreement
Exhibit B Description of Annual Financial Information
ii
GTO W N/CO/2016: Ordinance
Ordinance No. 2016 -
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN,
TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION,
SERIES 2016; LEVYING AN AD VALOREM TAX AND THE PLEDGE OF
CERTAIN REVENUES IN SUPPORT OF THE CERTIFICATES; APPROVING
AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT
AND OTHER AGREEMENTS RELATED TO THE SALE AND ISSUANCE OF
THE CERTIFICATES; AND AUTHORIZING OTHER MATTERS RELATED TO
THE ISSUANCE OF THE CERTIFICATES
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
CITY OF GEORGETOWN §
WHEREAS, the City Council of the City of Georgetown, Texas (the "City") deems it
advisable to issue certificates of obligation in the amount of $18,690,000 (the "Certificates") and
finds that the payment in whole or in part of contractual obligations is incurred or to be incurred
for: (1) constructing, improving, extending, expanding, upgrading and developing City streets,
bridges, sidewalks, intersections and related traffic improvements including purchasing any
necessary right-of-way and equipment, including for Mays Street, SH 29, Austin Avenue, Wolf
Ranch Parkway, Woodlawn Avenue, Hintz Road, Hershey Avenue and Highknoll Lane; (2)
improving and upgrading the City's waste collection and transfer facility; (3) constructing and
installing accessibility improvements at City buildings and facilities in accordance with the
Americans with Disabilities Act; (4) constructing, improving, upgrading and equipping City park
and recreational buildings, facilities and improvements, including improvements to Rivery Park,
streetscaping and open space design in the City's downtown and accessibility improvements in
accordance with the Americans with Disabilities Act; (5) acquiring and upgrading public safety
vehicles and equipment, including fire trucks and related equipment; (6) acquiring and upgrading
information technology equipment at City facilities; (7) constructing, improving, extending,
expanding and upgrading the City's storm water drainage facilities; (8) constructing, improving
and extending waterworks and sewer improvements to the City's utility system and related costs
and the acquisition of any necessary easements or land and (9) professional services including
fiscal, engineering, architectural and legal fees and other such costs incurred in connection
therewith including the costs of issuing the Certificates; and
WHEREAS, the Certificates hereinafter authorized and designated are to be issued and
delivered for cash pursuant to Subchapter C of Chapter 271, Local Government Code, as amended,
and Section 1502.052, Texas Government Code, as amended; and
WHEREAS, on February 23, 2016, the City Council passed a resolution authorizing and
directing the City Secretary to give notice of intention to issue Certificates; and
GTO WN/CO/2016: Ordinance
WHEREAS, the notice was published on February 28, 2016 and March 6, 2016 in the
Williamson County Sun, a newspaper of general circulation in the City and a "newspaper" as
defined in Section 2051.044, Government Code; and
WHEREAS, the City has not received a petition from the qualified electors of the City
protesting the issuance of the Certificates; and
WHEREAS, it is hereby officially found and determined that the meeting at which this
Ordinance was passed was open to the public, and public notice of the time, place and purpose of
said meeting was given, all as required by Chapter 551, Texas Government Code; and
WHEREAS, no bond proposition to authorize the issuance of bonds for the same purpose
as any of the projects being financed with the proceeds of the Certificates was submitted to the
voters of the City during the preceding three years and failed to be approved; and
WHEREAS, it is considered to be in the best interest of the City that the interest bearing
Certificates be issued.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF GEORGETOWN, TEXAS:
Section 1. RECITALS AND PURPOSE OF THE CERTIFICATES. (a) The
recitals set forth in the preamble hereof are incorporated by reference herein and shall have the
same force and effect as if set forth in this Section. The Certificates of the City of Georgetown,
Texas (the "City") are hereby authorized to be issued and delivered in the aggregate principal
amount of $18,690,000 (the "Certificates"), the payment in whole or in part of contractual
obligations incurred or to be incurred for: (1) constructing, improving, extending, expanding,
upgrading and developing City streets, bridges, sidewalks, intersections and related traffic
improvements including purchasing any necessary right-of-way and equipment, including for
Mays Street, SH 29, Austin Avenue, Wolf Ranch Parkway, Woodlawn Avenue, Hintz Road,
Hershey Avenue and Highknoll Lane; (2) improving and upgrading the City's waste collection and
transfer facility; (3) constructing and installing accessibility improvements at City buildings and
facilities in accordance with the Americans with Disabilities Act; (4) constructing, improving,
upgrading and equipping City park and recreational buildings, facilities and improvements,
including improvements to Rivery Park, streetscaping and open space design in the City's
downtown and accessibility improvements in accordance with the Americans with Disabilities
Act; (5) acquiring and upgrading public safety vehicles and equipment, including fire trucks and
related equipment; (6) acquiring and upgrading information technology equipment at City
facilities; (7) constructing, improving, extending, expanding and upgrading the City's storm water
drainage facilities; (8) constructing, improving and extending waterworks and sewer
improvements to the City's utility system and related costs and the acquisition of any necessary
easements or land and (9) professional services including fiscal, engineering, architectural and
legal fees and other such costs incurred in connection therewith including the costs of issuing the
Certificates.
GTO WN/CO/2016: Ordinance
(b) Vision Statement. The City Council hereby finds that the enactment of this
Ordinance and issuance of the Certificates complies with the Vision Statement of the City.
Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND
MATURITIES OF CERTIFICATES. Each Certificate issued pursuant to this Ordinance shall
be designated: "CITY OF GEORGETOWN, TEXAS COMBINATION TAX AND REVENUE
CERTIFICATE OF OBLIGATION, SERIES 2016", and initially there shall be issued, sold, and
delivered hereunder fully registered Certificates, without interest coupons, dated April 15, 2016,
in the respective denominations and principal amounts hereinafter stated, numbered consecutively
from R-1 upward (except the initial Certificate delivered to the Attorney General of the State of
Texas which shall be numbered T-1), payable to the respective initial registered owners thereof
(as designated in Section 12 hereof), or to the registered assignee or assignees of said Certificates
or any portion or portions thereof (in each case, the "Registered Owner"), and said Certificates
shall mature and be payable serially on August 15 in each of the years and in the principal amounts,
respectively, as set forth in the following schedule:
YEAR
AMOUNT
YEAR
AMOUNT
2017
$ 690,000
2027
$ 895,000
2018
830,000
2028
915,000
2019
840,000
2029
945,000
2020
860,000
2030
965,000
2021
870,000
2031
990,000
2022
815,000
2032
1,030,000
2023
830,000
2033
****
2024
875,000
2034
****
2025
915,000
2035
3,295,000
2026
960,000
2036
1,170,000
The term "Certificates" as used in this Ordinance shall mean and include collectively the
Certificates initially issued and delivered pursuant to this Ordinance and all substitute Certificates
exchanged therefor, as well as all other substitute certificates and replacement Certificates issued
pursuant hereto, and the term "Certificate" shall mean any of the Certificates.
Section 3. INTEREST. The Certificates scheduled to mature during the years,
respectively, set forth below shall bear interest from the dates specified in the FORM OF
CERTIFICATE set forth in this Ordinance to their respective dates of maturity or redemption prior
to maturity at the following rates per annum:
GTO WN/CO/2016: Ordinance
YEAR
RATE
YEAR
RATE
2017
2.000%
2027
2.125%
2018
2.000
2028
2.375
2019
2.000
2029
2.500
2020
2.000
2030
2.500
2021
2.000
2031
4.000
2022
3.000
2032
4.000
2023
5.000
2033
****
2024
5.000
2034
****
2025
5.000
2035
3.000
2026
2.000
2036
3.000
Interest shall be payable in the manner provided and on the dates stated in the FORM OF
CERTIFICATE set forth in this Ordinance.
Section 4. CHARACTERISTICS OF THE CERTIFICATES. (a) Registration,
Transfer, Conversion and Exchange; Authentication. The City shall keep or cause to be kept at
The Bank of New York Mellon Trust Company, National Association, (the "Paying
Agent/Registrar") books or records for the registration of the transfer, conversion and exchange of
the Certificates (the "Registration Books"), and the City hereby appoints the Paying
Agent/Registrar as its registrar and transfer agent to keep such books or records and make such
registrations of transfers, conversions and exchanges under such reasonable regulations as the City
and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such
registrations, transfers, conversions and exchanges as herein provided. The Paying
Agent/Registrar shall obtain and record in the Registration Books the address of the Registered
Owner of each Certificate to which payments with respect to the Certificates shall be mailed, as
herein provided; but it shall be the duty of each 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 the Registration Books available within the State of Texas. The City
shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such
registration, transfer, conversion, exchange and delivery of a substitute Certificate or Certificates.
Registration of assignments, transfers, conversions and exchanges of Certificates shall be made in
the manner provided and with the effect stated in the FORM OF CERTIFICATE set forth in this
Ordinance. Each substitute Certificate shall bear a letter and/or number to distinguish it from each
other Certificate.
Except as provided in Section 4(c) of this Ordinance, an authorized representative of the
Paying Agent/Registrar shall, before the delivery of any such Certificate, date and manually sign
said Certificate, and no such Certificate shall be deemed to be issued or outstanding unless such
Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all paid Certificates
and Certificates surrendered for conversion and exchange. No additional ordinances, orders, or
GTO WN/CO/2016: Ordinance
resolutions need be passed or adopted by the governing body of the City or any other body or
person so as to accomplish the foregoing conversion and exchange of any Certificate or portion
thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of
the substitute Certificates in the manner prescribed herein, and said Certificates shall be printed or
typed on paper of customary weight and strength. Pursuant to Chapter 1201, Texas Government
Code, as amended, and particularly Subchapter D thereof, the duty of conversion and exchange of
Certificates as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the
execution of said Certificate, the converted and exchanged Certificate shall be valid, incontestable,
and enforceable in the same manner and with the same effect as the Certificates which initially
were issued and delivered pursuant to this Ordinance, approved by the Attorney General and
registered by the Comptroller of Public Accounts.
(b) Payment of Certificates and Interest. The City hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the
Certificates, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper
records of all payments made by the City and the Paying Agent/Registrar with respect to the
Certificates, and of all conversions and exchanges of Certificates, and all replacements of
Certificates, as provided in this Ordinance. However, in the event of a nonpayment of interest on
a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest
payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when
funds for the payment of such interest have been received from the City. Notice of the past due
interest shall be sent at least five (5) business days prior to the Special Record Date by United
States mail, first-class postage prepaid, to the address of each Registered Owner appearing on the
Registration Books at the close of business on the last business day next preceding the date of
mailing of such notice.
(c) In General. The Certificates (i) shall be issued in fully registered form, without
interest coupons, with the principal of and interest on such Certificates to be payable only to the
Registered Owners thereof, (ii) may be redeemed prior to their scheduled maturities (notice of
which shall be given to the Paying Agent/Registrar by the City at least 45 days prior to any such
redemption date), (iii) may be converted and exchanged for other Certificates, (iv) may be
transferred and assigned, (v) shall have the characteristics, (vi) shall be signed, sealed, executed
and authenticated, (vii) the principal of and interest on the Certificates shall be payable, and (viii)
shall be administered and the Paying Agent/Registrar and the City shall have certain duties and
responsibilities with respect to the Certificates, all as provided, and in the manner and to the effect
as required or indicated, in the FORM OF CERTIFICATE set forth in this Ordinance. The
Certificates initially issued and delivered pursuant to this Ordinance are not required to be, and
shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Certificate issued
in conversion of and exchange for any Certificate or Certificates issued under this Ordinance the
Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S
AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF CERTIFICATE.
(d) Substitute Paving Agent/Registrar. The City covenants with the Registered Owners
of the Certificates that at all times while the Certificates are outstanding the City will provide a
competent and legally qualified bank, trust company, financial institution, or other agency to act
as and perform the services of Paying Agent/Registrar for the Certificates under this Ordinance,
GTOWN/CO/2016: Ordinance 5
and that the Paying Agent/Registrar will be one entity. The City reserves the right to, and may, at
its option, change the Paying Agent/Registrar upon not less than 30 days written notice to the
Paying Agent/Registrar, to be effective at such time which will not disrupt or delay payment on
the next principal or interest payment date after such notice. In the event that the entity at any time
acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should
resign or otherwise cease to act as such, the City covenants that promptly it will appoint a
competent and legally qualified bank, trust company, financial institution, or other agency to act
as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar,
the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or
a copy thereof), along with all other pertinent books and records relating to the Certificates, to the
new Paying Agent/Registrar designated and appointed by the City. Upon any change in the Paying
Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the new Paying
Agent/Registrar to each Registered Owner of the Certificates, by United States mail, first-class
postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By
accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to
have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be
delivered to each Paying Agent/Registrar.
(e) Book -Entry -Only System. The Certificates issued in exchange for the Certificates
initially issued as provided in Section 4(h) shall be issued in the form of a separate single fully
registered Certificate for each of the maturities thereof registered in the name of Cede & Co. as
nominee of DTC and except as provided in subsection (f) hereof, all of the Outstanding Certificates
shall be registered in the name of Cede & Co., as nominee of DTC.
With respect to Certificates registered in the name of Cede & Co., as nominee of DTC, the
City and the Paying Agent/Registrar shall have no responsibility or obligation to any securities
brokers and dealers, banks, trust companies, clearing corporations and certain other organizations
on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of
securities transactions among DTC participants (the "DTC Participant") or to any person on behalf
of whom such a DTC Participant holds an interest in the Certificates. 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 Certificates, (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 Certificates, including any notice of
redemption, or (iii) the payment to any DTC Participant or any person, other than a Registered
Owner, as shown on the Registration Books of any amount with respect to principal of, premium,
if any, or interest on the Certificates. 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 Certificate is registered in the
Registration Books as the absolute owner of such Certificate for the purpose of payment of
principal, premium, if any, and interest, with respect to such Certificate, for the purposes of
registering transfers with respect to such Certificates, and for all other purposes of registering
transfers with respect to such Certificates, and for all other purposes whatsoever. The Paying
Agent/Registrar shall pay all principal of, premium, if any, and interest on the Certificates only to
or upon the order of the respective Registered Owners, as shown in the Registration Books as
GTOWN/CO/2016: Ordinance 6
provided in the Ordinance, or their respective attorneys duly authorized in writing, and all such
payments shall be valid and effective to fully satisfy and discharge the City's obligations with
respect to payment of principal of, premium, if any, and interest on the Certificates to the extent
of the sum or sums so paid. No person other than a Registered Owner, as shown in the Registration
Books, shall receive a Certificate evidencing the obligation of the City to make payments of
principal, premium, if any, and interest pursuant to the Ordinance. Upon delivery by DTC to the
Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to
interest checks being mailed to the registered owner at the close of business on the Record Date
the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC.
(f) Successor Securities Depository; 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 Certificates,
the City shall either (i) appoint a successor securities depository, qualified to act as such under
Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC
Participants of the appointment of such successor securities depository and transfer one or more
separate Certificates to such successor securities depository or (ii) notify DTC and DTC
Participants of the availability through DTC of Certificates and transfer one or more separate
Certificates to DTC Participants having Certificates credited to their DTC accounts. In such event,
the Certificates shall no longer be restricted to being registered in the Registration Books in the
name of 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 Registered Owner transferring
or exchanging Certificates shall designate, in accordance with the provisions of this Ordinance.
(g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to
the contrary, so long as any Certificate is registered in the name of Cede & Co., as nominee of
DTC, all payments with respect to principal of, premium, if any, and interest on such Certificate
and all notices with respect to such Certificate shall be made and given, respectively, in the manner
provided in the Blanket Representation of the City to DTC.
(h) Initial Certificate. The Certificates herein authorized shall be initially issued as
fully registered certificates, being one certificate for each maturity in the denomination of the
applicable principal amount and the initial Certificate shall be registered in the name of the initial
purchaser or the designees thereof as set forth in Section 12 hereof. The initial Certificate shall be
the Certificate submitted to the Office of the Attorney General of the State of Texas for approval,
certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas
and delivered to the initial purchaser. Immediately after the delivery of the initial Certificate, the
Paying Agent/Registrar shall cancel the initial Certificate delivered hereunder and exchange
therefor Certificates in the form of a separate single fully registered Certificate for each of the
maturities thereof registered in the name of Cede & Co., as nominee of DTC and except as
provided in Section 4(f), all of the outstanding Certificates shall be registered in the name of Cede
& Co., as nominee of DTC.
Section 5. FORM OF CERTIFICATE. The form of the Certificate, including the
form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form
GTOWN/CO/2016: Ordinance 7
of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be
attached to the Certificates initially issued and delivered pursuant to this Ordinance, shall be,
respectively, substantially as follows, with such appropriate variations, omissions or insertions as
are permitted or required by this Ordinance.
FORM OF CERTIFICATE
NO. R- UNITED STATES OF AMERICA
STATE OF TEXAS
PRINCIPAL
AMOUNT
COUNTY OF WILLIAMSON $
CITY OF GEORGETOWN, TEXAS
COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION,
SERIES 2016
INTEREST
RATE
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DATE OF MATURITY
CERTIFICATES DATE CUSIP NO.
April 15, 2016
DOLLARS
ON THE MATURITY DATE specified above, the CITY OF GEORGETOWN, in
Williamson County, Texas (the "City"), being a political subdivision of the State of Texas, hereby
promises to pay to the Registered Owner set forth above, or registered assigns (hereinafter called
the "Registered Owner") the principal amount set forth above, and to pay interest thereon from the
date of initial delivery of the Certificates, on February 15, 2017, and semiannually on each August
15 and February 15 thereafter to the maturity date specified above, or the date of redemption prior
to maturity, at the interest rate per annum specified above; except that if this Certificate is required
to be authenticated and the date of its authentication is later than the first Record Date (hereinafter
defined), such principal amount shall bear interest from the interest payment date next preceding
the date of authentication, unless such date of authentication is after any Record Date, as
hereinafter defined, but on or before the next following interest payment date, in which case such
principal amount shall bear interest from such next following interest payment date; provided,
however, that if on the date of authentication hereof the interest on the Certificate or Certificates,
if any, for which this Certificate is being exchanged or converted from is due but has not been
paid, then this Certificate shall bear interest from the date to which such interest has been paid in
full. Notwithstanding the foregoing, during any period in which ownership of the Certificates is
determined only by a book entry at a securities depository for the Certificates, any payment to the
securities depository, or its nominee or registered assigns, shall be made in accordance with
existing arrangements between the City and the securities depository.
THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful
money of the United States of America, without exchange or collection charges. The principal of
this Certificate shall be paid to the Registered Owner hereof upon presentation and surrender of
GTO W N/CO/2016: Ordinance
this Certificate at maturity, or upon the date fixed for its redemption prior to maturity, at The Bank
of New York Mellon Trust Company, National Association, which is the "Paying Agent/Registrar"
for this Certificate at their office in Dallas, Texas (the "Designated Payment/Transfer Office").
The payment of interest on this Certificate shall be made by the Paying Agent/Registrar to the
Registered Owner hereof on each interest payment date 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 Certificate (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 last business day of the month preceding each such date (the "Record Date") on
the registration books kept by the Paying Agent/Registrar (the "Registration Books"). In addition,
interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested
by, and at the risk and expense of, the Registered Owner. In the event of a non-payment of interest
on a scheduled payment date, and for 30 days thereafter, a new record date for such interest
payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when
funds for the payment of such interest have been received from the City. Notice of the Special
Record Date and of the scheduled payment date of the past due interest (which shall be 15 days
after the Special Record Date) shall be sent at least five business days prior to the Special Record
Date by United States mail, first-class postage prepaid, to the address of each owner of a Certificate
appearing on the Registration Books at the close of business on the last business day next preceding
the date of mailing of such notice. Notwithstanding the foregoing, during any period in which
ownership of the Certificates is determined only by a book entry at a securities depository for the
Certificates, payments made to the securities depository, or its nominee, shall be made in
accordance with arrangements between the City and the securities depository.
DURING ANY PERIOD in which ownership of the Certificates is determined only by a
book entry at a securities depository for the Certificates, if fewer than all of the Certificates of the
same maturity and bearing the same interest rate are to be redeemed, the particular Certificates of
such maturity and bearing such interest rate shall be selected in accordance with the arrangements
between the City and the securities depository.
ANY ACCRUED INTEREST due at maturity or upon the redemption of this Certificate
prior to maturity as provided herein shall be paid to the Registered Owner upon presentation and
surrender of this Certificate for redemption and payment at the Designated Payment/Transfer
Office of the Paying Agent/Registrar. The City covenants with the Registered Owner of this
Certificate that on or before each principal payment date or interest payment date for this
Certificate 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 Certificates, when due.
IF THE DATE for the payment of the principal of or interest on this Certificate shall be a
Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the
principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which is
not such a Saturday, Sunday, legal holiday or day on which banking institutions are authorized to
GTO WN/CO/2016: Ordinance
close; and payment on such date shall have the same force and effect as if made on the original
date payment was due.
THIS CERTIFICATE is one of a series of Certificates dated April 15, 2016, authorized
in accordance with the Constitution and laws of the State of Texas in the principal amount of
$18,690,000 (the "Certificates"), the payment in whole or in part of contractual obligations
incurred or to be incurred for: (1) constructing, improving, extending, expanding, upgrading and
developing City streets, bridges, sidewalks, intersections and related traffic improvements
including purchasing any necessary right-of-way and equipment, including for Mays Street, SH
29, Austin Avenue, Wolf Ranch Parkway, Woodlawn Avenue, Hintz Road, Hershey Avenue and
Highknoll Lane; (2) improving and upgrading the City's waste collection and transfer facility; (3)
constructing and installing accessibility improvements at City buildings and facilities in
accordance with the Americans with Disabilities Act; (4) constructing, improving, upgrading and
equipping City park and recreational buildings, facilities and improvements, including
improvements to Rivery Park, streetscaping and open space design in the City's downtown and
accessibility improvements in accordance with the Americans with Disabilities Act; (5) acquiring
and upgrading public safety vehicles and equipment, including fire trucks and related equipment;
(6) acquiring and upgrading information technology equipment at City facilities; (7) constructing,
improving, extending, expanding and upgrading the City's storm water drainage facilities; (8)
constructing, improving and extending waterworks and sewer improvements to the City's utility
system and related costs and the acquisition of any necessary easements or land and (9)
professional services including fiscal, engineering, architectural and legal fees and other such costs
incurred in connection therewith including the costs of issuing the Certificates.
ON AUGUST 15, 2025, or on any date thereafter, the Certificates of this series maturing
on and after August 15, 2026 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 in part, and, if in part, the particular maturities to be
redeemed shall be selected and designated by the City and if less than all of a maturity is to be
redeemed, the Paying Agent/Registrar shall determine by lot the Certificates, or a portion thereof,
within such maturity to be redeemed (provided that a portion of a Certificate may be redeemed
only in an integral multiple of $5,000).
THE CERTIFICATES maturing on August 15, 2035 (the "Term Certificates") are subject
to mandatory sinking fund redemption by lot or other customary method prior to maturity in the
following amounts, on the following dates and at a price of par plus accrued interest to the
redemption date.
Certificates Maturing August 15, 2035
Redemption Date Principal Amount
August 15, 2033 $1,070,000
August 15, 2034 1,095,000
August 15, 2035* 1,130,000*
*Final Maturity
GTOWN/CO/2016: Ordinance 10
THE PRINCIPAL AMOUNT of the Term Certificates required to be redeemed pursuant
to the operation of the mandatory sinking fund redemption provisions shall be reduced, at the
option of the City by the principal amount of any Term Certificates of the stated maturity which,
at least 50 days prior to a mandatory redemption date, (1) shall have been acquired by the City, at
a price not exceeding the principal amount of such Term Certificates plus accrued interest to the
date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall
have been purchased and canceled by the Paying Agent/Registrar at the request of the City with
monies in the Interest and Sinking Fund at a price not exceeding the principal amount of the Term
Certificates plus accrued interest to the date of purchase thereof, or (3) shall have been redeemed
pursuant to the optional redemption provisions and not theretofore credited against a mandatory
sinking fund redemption requirement.
NO LESS THAN 30 days prior to the date fixed for any such redemption, the City shall
cause the Paying Agent/Registrar to send notice by United States mail, first-class postage prepaid
to the Registered Owner of each Certificate to be redeemed at its address as it appeared on the
Registration Books of the Paying Agent/Registrar at the close of business on the 45th day prior to
the redemption date; provided, however, that the failure to send, mail or receive such notice, or
any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness
of the proceedings for the redemption of any Certificates. By the date fixed for any such
redemption due provision shall be made with the Paying Agent/Registrar for the payment of the
required redemption price for the Certificates or portions thereof which are to be so redeemed. If
due provision for such payment is made, all as provided above, the Certificates 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 as being outstanding except for the right of the Registered Owner to receive
the redemption price from the Paying Agent/Registrar out of the funds provided for such payment.
If a portion of any Certificates shall be redeemed a substitute Certificate or Certificates having the
same maturity date, bearing interest at the same rate, in any denomination or denominations in any
integral multiple of $5,000, 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 Certificates, unless certain
prerequisites to such redemption required by the Ordinance have been met and moneys sufficient
to pay the principal of and premium, if any, and interest on the Certificates to be redeemed shall
have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption,
such notice shall state that said redemption may, at the option of the City, be conditional upon the
satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or
prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of
redemption. If a conditional notice of redemption is given and such prerequisites to the redemption
and sufficient moneys are not received, such notice shall be of no force and effect, the City shall
not redeem such Certificates and the Paying Agent/Registrar shall give notice, in the manner in
which the notice of redemption was given, to the effect that the Certificates have not been
redeemed.
GTOWN/CO/2016: Ordinance I I
DURING ANY PERIOD in which ownership of the Certificates is determined only by a
book entry at a securities depository for the Certificates, if fewer than all of the Certificates of the
same maturity and bearing the same interest rate are to be redeemed, the particular Certificates of
such maturity and bearing such interest rate shall be selected in accordance with the arrangements
between the City and the securities depository.
ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered
certificates, without interest coupons, in the denomination of any integral multiple of $5,000. As
provided in the Ordinance, this Certificate may, at the request of the Registered Owner or the
assignee or assignees hereof, be assigned, transferred, converted into and exchanged for a like
aggregate principal amount of fully registered certificates, without interest coupons, payable to the
appropriate Registered Owner, assignee or assignees, as the case may be, having the same
denomination or denominations in any integral multiple of $5,000 as requested in writing by the
appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of this
Certificate to the Paying Agent/Registrar for cancellation, all in accordance with the form and
procedures set forth in the Ordinance. Among other requirements for such assignment and
transfer, this Certificate must be presented and surrendered to the Paying Agent/Registrar, together
with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the
Paying Agent/Registrar, evidencing assignment of this Certificate or any portion or portions hereof
in any integral multiple of $5,000 to the assignee or assignees in whose name or names this
Certificate or any such portion or portions hereof is or are to be registered. The form of
Assignment printed or endorsed on this Certificate may be executed by the Registered Owner to
evidence the assignment hereof, but such method is not exclusive, and other instruments of
assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of
this Certificate or any portion or portions hereof from time to time by the Registered Owner. The
Paying Agent/Registrar's reasonable standard or customary fees and charges for assigning,
transferring, converting and exchanging any Certificate or portion thereof will be paid by the City.
In any circumstance, any taxes or governmental charges required to be paid with respect thereto
shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a
condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be
required to make any such transfer, conversion, or exchange (i) during the period commencing
with the close of business on any Record Date and ending with the opening of business on the next
following principal or interest payment date, or (ii) with respect to any Certificate or any portion
thereof called for redemption prior to maturity, within 45 days prior to its redemption date;
provided, however, such limitation of transfer shall not be applicable to an exchange by the
Registered Owner of the unredeemed balance of the Certificate.
WHENEVER the beneficial ownership of this Certificate is determined by a book entry
at a securities depository for the Certificates, the foregoing requirements of holding, delivering or
transferring this Certificate shall be modified to require the appropriate person or entity to meet
the requirements of the securities depository as to registering or transferring the book entry to
produce the same effect.
IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the City,
resigns, or otherwise ceases to act as such, the City has covenanted in the Ordinance that it
promptly will appoint a competent and legally qualified substitute therefor, and cause written
notice thereof to be mailed to the Registered Owners of the Certificates.
GTOWN/CO/2016: Ordinance 12
IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and
validly authorized, issued and delivered; that all acts, conditions and things required or proper to
be performed, exist and be done precedent to or in the authorization, issuance and delivery of this
Certificate have been performed, existed and been done in accordance with law; that this
Certificate is a general obligation of said City, issued on the full faith and credit thereof, and that
annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of
this Certificate, as such interest comes due and such principal matures, have been levied and
ordered to be levied against all taxable property in said City, and have been pledged for such
payment, within the limit prescribed by law, and that this Certificate, together with other
obligations of the City, is additionally secured by and payable from the surplus revenues of the
City's System remaining after payment of all operation and maintenance expenses thereof, and all
debt service, reserve and other requirements in connection with all of the City's revenue bonds or
other obligations (now or hereafter outstanding), which are payable from all or part of the Net
Revenues of the City's System, which amount shall not exceed $10,000 all as provided in the
Ordinance.
BY BECOMING the Registered Owner of this Certificate, the Registered Owner thereby
acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms
and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in
the official minutes and records of the City Council, and agrees that the terms and provisions of
this Certificate and the Ordinance constitute a contract between each Registered Owner hereof and
the City.
IN WITNESS WHEREOF, the City has caused this Certificate to be signed with the
manual or facsimile signature of the Mayor of the City and countersigned with the manual or
facsimile signature of the City Secretary of said City, and has caused the official seal of the City
to be duly impressed, or placed in facsimile, on this Certificate.
City Secretary
(SEAL)
Mayor
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Certificate is not
accompanied by an executed Registration
Certificate of the Comptroller of Public
Accounts of the State of Texas)
It is hereby certified that this Certificate has been issued under the provisions of the
Ordinance described in the text of this Certificate; and that this Certificate has been issued in
conversion or replacement of, or in exchange for, a certificate, certificates, or a portion of a
GTOWN/CO/2016: Ordinance 13
certificate or certificates of a Series which originally was approved by the Attorney General of the
State of Texas and registered by the Comptroller of Public Accounts of the State of Texas.
Dated
The Bank of New York Mellon
Trust Company, N.A.
Paying Agent/Registrar
Authorized Representative
FORM OF ASSIGNMENT
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer
Identification Number of Transferee
(Please print or typewrite name and address,
including zip code, of Transferee)
the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer of the
within Certificate on the books kept for registration thereof, with full power of substitution in the
premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by a member firm of the New York Stock
Exchange or a commercial bank or trust
company.
GTOWN/CO/2016: Ordinance 14
NOTICE: The signature above must
correspond with the name of the Registered
Owner as it appears upon the front of this
Certificate in every particular, without
alteration or enlargement or any change
whatsoever.
FORM OF REGISTRATION CERTIFICATE OF
THE COMPTROLLER OF PUBLIC ACCOUNTS
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Certificate has been examined, certified as to validity and approved
by the Attorney General of the State of Texas, and that this Certificate has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts
of the State of Texas
(COMPTROLLER'S SEAL)
INSERTIONS FOR THE INITIAL CERTIFICATE
The initial Certificate shall be in the form set forth in this Section, except that:
A. immediately under the name of the Certificate, the headings "INTEREST RATE" and
"MATURITY DATE" shall both be completed with the words "As shown below" and
"CUSIP NO." shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"ON THE MATURITY DATE SPECIFIED BELOW, the City of Georgetown, Texas
(the "City"), being a political subdivision, hereby promises to pay to the Registered Owner
specified above, or registered assigns (hereinafter called the "Registered Owner"), on August 15
in each of the years, in the principal installments and bearing interest at the per annum rates set
forth in the following schedule:
Year Amount Rate
(Information from Sections 2 and 3 to be inserted)
The City promises to pay interest on the unpaid principal amount hereof (calculated on the basis
of a 360 -day year of twelve 30 -day months) from the initial date of delivery of the Certificates at
the respective Interest Rate per annum specified above. Interest is payable on February 15, 2017
and semiannually on each August 15 and February 15 thereafter to the date of payment of the
principal installment specified above; except, that if this Certificate is required to be authenticated
and the date of its authentication is later than the first Record Date (hereinafter defined), such
GTOWN/CO/2016: Ordinance 15
principal amount shall bear interest from the interest payment date next preceding the date of
authentication, unless such date of authentication is after any Record Date but on or before the
next following interest payment date, in which case such principal amount shall bear interest from
such next following interest payment date; provided, however, that if on the date of authentication
hereof the interest on the Certificate or Certificates, if any, for which this Certificate is being
exchanged is due but has not been paid, then this Certificate shall bear interest from the date to
which such interest has been paid in full."
C. The initial Certificate shall be numbered 7-1."
Section 6. INTEREST AND SINKING FUND. A special "Interest and
Sinking Fund" is hereby created and shall be established and maintained by the City at an official
depository bank of the City. The Interest and Sinking Fund shall be kept separate and apart from
all other funds and accounts of the City, and shall be used only for paying the interest on and
principal of the Certificates. All ad valorem taxes levied and collected for and on account of the
Certificates shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During
each year while any of the Certificates are outstanding and unpaid, the City Council shall compute
and ascertain a rate and amount of ad valorem tax which will be sufficient, within the limit
prescribed by law, to raise and produce the money required to pay the interest on the Certificates
as such interest comes due, and to provide and maintain a sinking fund adequate to pay the
principal of the Certificates as such principal matures (but never less than 2% of the original
amount of the Certificates as a sinking fund each year); and the tax shall be based on the latest
approved tax rolls of the City, with full allowances being made for tax delinquencies and the cost
of tax collection. The rate and amount of ad valorem tax is hereby levied, and is hereby ordered
to be levied, against all taxable property in the City, for each year while any of the Certificates are
outstanding and unpaid, and the tax shall be assessed and collected each such year and deposited
to the credit of the aforesaid Interest and Sinking Fund. The ad valorem taxes sufficient to provide
for the payment of the interest on and principal of the Certificates, 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 Certificates, if any, shall be deposited in the Interest and Sinking Fund and
used to pay interest on the Certificates.
Section 7. REVENUES. The Certificates together with other obligations of the City,
are additionally secured by and shall be payable from and secured by the surplus revenues of the
City's System after payment of all operation and maintenance expenses or collections thereof, and
all debt service, reserve, and other requirements in connection with all of the City's revenue bonds
or other obligations (now or hereafter outstanding) which are payable from all or any part of the
net revenues of the City's System, with such amount not exceeding $10,000, constituting "Surplus
Revenues." The City shall deposit such Surplus Revenues to the credit of the Interest and Sinking
Fund created pursuant to Section 6, to the extent necessary to pay the principal and interest on the
Certificates. Notwithstanding the requirements of Section 6, if Surplus Revenues or other lawfully
available funds are actually on deposit or budgeted for deposit in the Interest and Sinking Fund in
advance of the time when ad valorem taxes are scheduled to be levied for any year, then the amount
of taxes which otherwise would have been required to be levied pursuant to Section 6 may be
reduced to the extent and by the amount of the Surplus Revenues or other lawfully available funds
then on deposit in the Interest and Sinking Fund or budgeted for deposit therein.
GTOWN/CO/2016: Ordinance 16
Whenever used in this Ordinance the Term "System" means the City's combined electric,
waterworks and sewer system as defined in Ordinance No. 98-34.
The Mayor and the Chief Financial Officer of the City are hereby ordered to do any and all
things necessary to accomplish the transfer of monies to the Interest and Sinking Fund of this issue
in ample time to pay such items of principal and interest.
Section 8. DEFEASANCE OF CERTIFICATES. (a) Any Certificate and the
interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased
Certificate") within the meaning of this Ordinance, except to the extent provided in subsections
(c) and (e) of this Section, when payment of the principal of such Certificate, plus interest thereon
to the due date or dates (whether such due date or dates be by reason of maturity, upon redemption,
or otherwise) either (i) shall have been made or caused to be made in accordance with the terms
thereof (including the giving of any required notice of redemption) or (ii) shall have been provided
for on or before such due date by irrevocably depositing with or making available to the Paying
Agent/Registrar or a commercial bank or trust company for such payment (1) lawful money of the
United States of America sufficient to make such payment, (2) Defeasance Securities, certified by
an independent public accounting firm of national reputation to mature as to principal and interest
in such amounts and at such times as will ensure the availability, without reinvestment, of
sufficient money to provide for such payment and when proper arrangements have been made by
the City with the Paying Agent/Registrar or a commercial bank or trust company for the payment
of its services until all Defeased Certificates shall have become due and payable or (3) any
combination of (1) and (2). At such time as a Certificate shall be deemed to be a Defeased
Certificate hereunder, as aforesaid, such Certificate and the interest thereon shall no longer be
secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied as
provided in this Ordinance, and such principal and interest shall be payable solely from such
money or Defeasance Securities and thereafter the City will have no further responsibility with
respect to amounts available to such Paying Agent/Registrar (or other financial institution
permitted by applicable law) for the payment of such Defeased Certificate, including any
insufficiency therein caused by the failure of the Paying Agent/Registrar (or other financial
institution permitted by law) to receive payment when due on the Defeasance Securities.
(b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of a
Certificate as aforesaid when proper notice of redemption of such Certificates shall have been
given, in accordance with this Ordinance. Any money so deposited with the Paying
Agent/Registrar or a commercial bank or trust company as provided in this Section may at the
discretion of the City Council also be invested in Defeasance Securities, maturing in the amounts
and at the times as hereinbefore set forth, and all income from all Defeasance Securities in
possession of the Paying Agent/Registrar or a commercial bank or trust company pursuant to this
Section which is not required for the payment of such Certificate and premium, if any, and interest
thereon with respect to which such money has been so deposited, shall be remitted to the City
Council.
(c) Notwithstanding any provision of any other Section of this Ordinance which may
be contrary to the provisions of this Section, all money or Defeasance Securities set aside and held
in trust pursuant to the provisions of this Section for the payment of principal of the Certificates
and premium, if any, and interest thereon, shall be applied to and used solely for the payment of
the particular Certificates and premium, if any, and interest thereon, with respect to which such
GTOWN/CO/2016: Ordinance 17
money or Defeasance Securities have been so set aside in trust. Until all Defeased Certificates
shall have become due and payable, the Paying Agent/Registrar shall perform the services of
Paying Agent/Registrar for such Defeased Certificates the same as if they had not been defeased,
and the City shall make proper 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 a commercial bank
or trust company pursuant to this Section for the payment of Certificates and such Certificates 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 Certificate affected thereby.
(e) Notwithstanding the provisions of subsection (a) immediately above, to the extent
that, upon the defeasance of any Defeased Certificate to be paid at its maturity, the City retains the
right under Texas law to later call that Defeased Certificate for redemption in accordance with the
provisions of the Ordinance authorizing its issuance, the City may call such Defeased Certificate
for redemption upon complying with the provisions of Texas law and upon the satisfaction of the
provisions of subsection (a) immediately above with respect to such Defeased Certificate as though
it was being defeased at the time of the exercise of the option to redeem the Defeased Certificate
and the effect of the redemption is taken into account in determining the sufficiency of the
provisions made for the payment of the Defeased Certificate.
As used in this section, "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 Council 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
Certificates 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 City,
municipality, or other political subdivision of a state that have been refunded and that, on the date
the City Council adopts or approves proceedings authorizing the issuance of refunding certificates
or otherwise provide for the funding of an escrow to effect the defeasance of the Certificates, 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 Certificates. "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.
Section 9. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
CERTIFICATES. (a) Replacement Certificates. In the event any outstanding Certificate is
damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed,
executed and delivered, a new certificate of the same principal amount, maturity and interest rate,
as the damaged, mutilated, lost, stolen or destroyed Certificate, in replacement for such Certificate
in the manner hereinafter provided.
(b) Application for Replacement Certificates. Application for replacement of
damaged, mutilated, lost, stolen or destroyed Certificates shall be made by the Registered Owner
thereof to the Paying Agent/Registrar. In every case of loss, theft or destruction of a Certificate,
GTOWN/CO/2016: Ordinance 18
the Registered Owner applying for a replacement certificate shall furnish to the City and to the
Paying Agent/Registrar 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 Certificate, the Registered Owner shall furnish to the City and to the Paying
Agent/Registrar evidence to their satisfaction of the loss, theft or destruction of such Certificate,
as the case may be. In every case of damage or mutilation of a Certificate, the Registered Owner
shall surrender to the Paying Agent/Registrar for cancellation the Certificate so damaged or
mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in
the event any such Certificate shall have matured, and no default has occurred which is then
continuing in the payment of the principal of, redemption premium, if any, or interest on the
Certificate, the City may authorize the payment of the same (without surrender thereof except in
the case of a damaged or mutilated Certificate) instead of issuing a replacement Certificate,
provided security or indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Certificates. Prior to the issuance of any
replacement certificate, the Paying Agent/Registrar shall charge the Registered Owner of such
Certificate with all legal, printing, and other expenses in connection therewith. Every replacement
certificate issued pursuant to the provisions of this Section by virtue of the fact that any Certificate
is lost, stolen or destroyed shall constitute a contractual obligation of the City whether or not the
lost, stolen or destroyed Certificate 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 Certificates duly issued under this Ordinance.
(e) Authority for Issuing Replacement Certificates. In accordance with Subchapter B
of Texas Government Code, Chapter 1206, this Section of this Ordinance shall constitute authority
for the issuance of any such replacement Certificate without necessity of further action by the
governing body of the City or any other body or person, and the duty of the replacement of such
Certificates is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying
Agent/Registrar shall authenticate and deliver such Certificate in the form and manner and with
the effect, as provided in Section 4(a) of this Ordinance for Certificate issued in conversion and
exchange for other Certificates.
Section 10. CUSTODY, APPROVAL, AND REGISTRATION OF
CERTIFICATES; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND
CONTINGENT INSURANCE PROVISION, IF OBTAINED. The Mayor of the City is hereby
authorized to have control of the Certificates initially issued and delivered hereunder and all
necessary records and proceedings pertaining to the Certificates 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
Certificates said Comptroller of Public Accounts (or a deputy designated in writing to act for said
Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such
Certificates, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such
Certificate. The approving legal opinion of the City's Bond Counsel and the assigned CUSIP
numbers may, at the option of the City, be printed on the Certificates issued and delivered under
this Ordinance, but neither shall have any legal effect, and shall be solely for the convenience and
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information of the Registered Owners of the Certificates. In addition, if bond insurance is
obtained, the Certificates may bear an appropriate legend as provided by the insurer.
Section 11. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THE CERTIFICATES. (a) Covenants. The City covenants to take any action necessary to
assure, or refrain from any action which would adversely affect, the treatment of the Certificates
as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the
"Code"), the interest on which is not includable in the "gross income" of the holder for purposes
of federal income taxation. In furtherance thereof, the City covenants as follows:
(1) to take any action to assure that no more than 10 percent of the proceeds of
the Certificates or the projects financed therewith (less amounts deposited to a reserve fund,
if any) are used for any "private business use," as defined in section 141(b)(6) of the Code
or, if more than 10 percent of the proceeds or the projects financed therewith are so used,
such amounts, whether or not received by the City, with respect to such private business
use, do not, under the terms of this Ordinance or any underlying arrangement, directly or
indirectly, secure or provide for the payment of more than 10 percent of the debt service
on the Certificates, in contravention of section 141(b)(2) of the Code;
(2) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Certificates or
the projects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in excess of 5 percent is used for a "private business use" which is "related" and
not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the
governmental use;
(3) to take any action to assure that no amount which is greater than the lesser
of $5,000,000, or 5 percent of the proceeds of the Certificates (less amounts deposited into
a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than
state or local governmental units, in contravention of section 141(c) of the Code;
(4) to refrain from taking any action which would otherwise result in the
Certificates being treated as "private activity bonds" within the meaning of section 141(b)
of the Code;
(5) to refrain from taking any action that would result in the Certificates being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion of the proceeds of the Certificates, directly
or indirectly, to acquire or to replace funds which were used, directly or indirectly, to
acquire investment property (as defined in section 148(b)(2) of the Code) which produces
a materially higher yield over the term of the Certificates, other than investment property
acquired with --
(A) proceeds of the Certificates invested for a reasonable temporary
period of 3 years or less or, in the case of a refunding bond, for a period of 30 days
or less until such proceeds are needed for the purpose for which the Certificates are
issued,
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(B) amounts invested in a bona fide debt service fund, within the
meaning of section 1.148-1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or
replacement fund to the extent such amounts do not exceed 10 percent of the
proceeds of the Certificates;
(7) to otherwise restrict the use of the proceeds of the Certificates or amounts
treated as proceeds of the Certificates, as may be necessary, so that the Certificates do not
otherwise contravene the requirements of section 148 of the Code (relating to arbitrage)
and, to the extent applicable, section 149(d) of the Code (relating to advance refundings);
and
(8) to pay to the United States of America at least once during each five-year
period (beginning on the date of delivery of the Certificates) an amount that is at least equal
to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code
and to pay to the United States of America, not later than 60 days after the Certificates have
been paid in full, 100 percent of the amount then required to be paid as a result of Excess
Earnings under section 148(f) of the Code.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (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 Certificateholders. The Rebate Fund is established for the additional purpose of
compliance with section 148 of the Code.
(c) Proceeds. The City understands that the term "proceeds" includes "disposition
proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred
proceeds (if any) and proceeds of the refunded bonds not expended prior to the date of issuance of
the Certificates. It is the understanding of the City that the covenants contained herein are intended
to assure compliance with the Code and any regulations or rulings promulgated by the U.S.
Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter
promulgated which modify or expand provisions of the Code, as applicable to the Certificates, the
City will not be required to comply with any covenant contained herein to the extent that such
failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect
the exemption from federal income taxation of interest on the Certificates 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 Certificates, 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 Certificates 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 Certificates. This Ordinance
is intended to satisfy the official intent requirements set forth in Section 1.150-2 of the Treasury
Regulations.
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(d) Allocation Of, and Limitation On, Expenditures for the Project. The City covenants
to account for the expenditure of sale proceeds and investment earnings to be used for the purposes
described in Section 1 of this Ordinance (the "Project") on its books and records in accordance
with the requirements of the Code. The City recognizes that in order for the proceeds to be
considered used for the reimbursement of costs, the proceeds must be allocated to expenditures
within 18 months of the later of the date that (1) the expenditure is made, or (2) the Project is
completed; but in no event later than three years after the date on which the original expenditure
is paid. The foregoing notwithstanding, the City recognizes that in order for proceeds to be
expended under the Code, the sale proceeds or investment earnings must be expended no more
than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Certificates, or (2) the
date the Certificates are retired. The City agrees to obtain the advice of nationally -recognized bond
counsel if such expenditure fails to comply with the foregoing to assure that such expenditure will
not adversely affect the tax-exempt status of the Certificates. For purposes of this subsection, the
City shall not be obligated to comply with this covenant if it obtains an opinion of nationally -
recognized bond counsel to the effect that such failure to comply will not adversely affect the
excludability for federal income tax purposes from gross income of the interest.
(e) Disposition of Project. The City covenants that the property constituting the Project
will not be sold or otherwise disposed of in a transaction resulting in the receipt by the City of cash
or other compensation, unless the City obtains an opinion of nationally -recognized bond counsel
that such sale or other disposition will not adversely affect the tax-exempt status of the Certificates.
For purposes of this subsection, the portion of the property comprising personal property and
disposed of in the ordinary course shall not be treated as a transaction resulting in the receipt of
cash or other compensation. For purposes of this subsection, the City shall not be obligated to
comply with this covenant if it obtains an opinion of nationally -recognized bond counsel to the
effect that such failure to comply will not adversely affect the excludability for federal income tax
purposes from gross income of the interest.
Section 12. SALE OF CERTIFICATES. The Certificates are hereby sold to the
bidder whose bid produced the lowest true interest cost, pursuant to the taking of public bids
therefor, on this date, and shall be delivered to Robert W. Baird & Co., Inc. (the "Purchaser") at a
price of $19,578,690.06 (representing the par amount of the Certificates of $18,690,000 plus a net
initial reoffering premium of $1,082,049.30 and less an underwriting discount of $193,359.24). It
is hereby officially found, determined and declared that the terms of this sale are the most
advantageous reasonably obtainable and are in the best interest of the City. The Certificates shall
initially be registered in the name of the Purchaser.
Section 13. DEFAULT AND REMEDIES. (a) Events of Default. Each of the
following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event
of Default:
(i) the failure to make payment of the principal of or interest on any of the
Certificates when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement
or obligation of the City, the failure to perform which materially, adversely affects the
rights of the Registered Owners of the Bonds, including, but not limited to, their prospect
or ability to be repaid in accordance with this Ordinance, and the continuation thereof for
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a period of 60 days after notice of such default is given by any Registered Owner to the
City.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any
Registered Owner or an authorized representative thereof, including, but not limited to, a
trustee or trustees therefor, may proceed against the City, or any official, officer or
employee of the City in their official capacity, for the purpose of protecting and enforcing
the rights of the Registered Owners under this Ordinance, by mandamus or other suit,
action or special proceeding in equity or at law, in any court of competent jurisdiction, for
any relief permitted by law, including the specific performance of any covenant or
agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or
in violation of any right of the Registered Owners hereunder or any combination of such
remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained
for the equal benefit of all Registered Owners of Certificates then outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any
other available remedy or remedies, but each and every such remedy shall be cumulative
and shall be in addition to every other remedy given hereunder or under the Bonds or now
or hereafter existing at law or in equity; provided, however, that notwithstanding any other
provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall
not be available as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be
deemed a waiver of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Ordinance, such
Registered Owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to
a personal or pecuniary liability or charge against the officers, employees or trustees of the
City or the City Council.
(iv) None of the members of the City Council, nor any other official or officer,
agent, or employee of the City, shall be charged personally by the Registered Owners with
any liability, or be held personally liable to the Registered Owners under any term or
provision of this Ordinance, or because of any Event of Default or alleged Event of Default
under this Ordinance.
Section 14. INTEREST EARNINGS ON CERTIFICATE PROCEEDS. Interest
earnings derived from the investment of proceeds from the sale of the Certificates shall be used
along with other certificate proceeds for the purpose for which the Certificates are issued set forth
in Section 1 hereof; provided that after completion of such purpose, if any of such interest earnings
remain on hand, such interest earnings shall be deposited in the Interest and Sinking Fund. It is
GTOWN/CO/2016: Ordinance 23
further provided, however, that any interest earnings on certificate proceeds which are required to
be rebated to the United States of America pursuant to Section 11 hereof in order to prevent the
Certificates from being arbitrage certificates shall be so rebated and not considered as interest
earnings for the purposes of this Section.
Section 15. APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT,
LETTER OF REPRESENTATIONS AND OFFICIAL STATEMENT. Attached hereto as
Exhibit "A" is a substantially final form of Paying Agent/Registrar Agreement with an attached
Blanket Letter of Representations. Each the Mayor, the City Manager and the Chief Financial
Officer 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 Certificates.
The City hereby approves the form and content of the Notice of Sale and Preliminary
Official Statement and Official Statement relating to the Certificates and any addenda, supplement
or amendment thereto, and approves the distribution of such Official Statement in the reoffering
of the Certificates by the initial Purchaser in final form, with such changes therein or additions
thereto as 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 April 18, 2016, 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 16. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports.
The City shall provide annually to the MSRB, (1) within six months after the end of each fiscal
year of the City ending in or after 2016, financial information and operating data with respect to
the City of the general type included in the final Official Statement authorized by Section 15 of
this Ordinance, being information of the type described in Exhibit "B" hereto, including financial
statements of the City if audited financial statements of the City are then available, and (2) if not
provided as part of such financial information and operating data, audited financial statements of
the City, when and if available. Any financial statements to be provided shall be (i) prepared in
accordance with the accounting principles described in Exhibit "B" hereto, or such other
accounting principles as the City may be required to employ from time to time pursuant to state
law or regulation, and in substantially the form included in the official statement, and (ii) audited,
if the City commissions an audit of such financial statements and the audit is completed within the
period during which they must be provided. If the audit of such financial statements is not
complete within 12 months after any such fiscal year end, then the City shall file unaudited
financial statements within such 12 -month period and audited financial statements for the
applicable fiscal year, when and if the audit report on such statements becomes available.
If the City changes its fiscal year, it will notify the MSRB of the change (and of the date
of the new fiscal year end) prior to the next date by which the City otherwise would be required to
provide financial information and operating data pursuant to this Section.
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The financial information and operating data to be provided pursuant to this Section may
be set forth in full in one or more documents or may be included by specific reference to any
document that is available to the public on the MSRB's internet web site or filed with the SEC. All
documents provided to the MSRB pursuant to this Section shall be accompanied by identifying
information as prescribed by the MSRB.
(b) Event Notices. The City shall notify the MSRB, in an electronic format as
prescribed by the MSRB, in a timely manner not in excess of ten business days after the occurrence
of the event, of any of the following events with respect to the Certificates:
A. Principal and interest payment delinquencies;
B. Non-payment related defaults, if material within the meaning of the federal
securities laws;
C. Unscheduled draws on debt service reserves reflecting financial difficulties;
D. Unscheduled draws on credit enhancements reflecting financial difficulties;
E. Substitution of credit or liquidity providers, or their failure to perform;
F. Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the Certificates, or other events affecting the tax
status of the Certificates;
G. Modifications to rights of holders of the Certificates, if material within the
meaning of the federal securities laws;
H. Certificate calls, if material within the meaning of the federal securities laws
and tender offers;
I. Defeasances;
J. Release, substitution, or sale of property securing repayment of the
Certificates, if material within the meaning of the federal securities laws;
K. Rating changes;
L. Bankruptcy, insolvency, receivership or similar event of the City;
M. The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of the assets of the City, other than
in the ordinary course of business, the entry into a definitive agreement to
undertake such an action or the termination of a definitive agreement
GTOWN/CO/2016: Ordinance 25
relating to any such actions, other than pursuant to its terms, if material
within the meaning of the federal securities laws; and
N. Appointment of a successor or additional trustee or the change of name of
a trustee, if material within the meaning of the federal securities laws.
The City shall notify the MSRB, in an electronic format as prescribed by the MSRB, in a
timely manner, of any failure by the City to provide financial information or operating data in
accordance with subsection (a) of this Section by the time required by such subsection. All
documents provided to the MSRB pursuant to this Section shall be accompanied by identifying
information as prescribed by the MSRB.
(c) Limitations, Disclaimers, and Amendments. The City shall be obligated to observe
and perform the covenants specified in this Section for so long as, but only for so long as, the City
remains an "obligated person" with respect to the Certificates within the meaning of the Rule,
except that the City in any event will give notice of any deposit made in accordance with Section
8 of this Ordinance that causes the Certificates no longer to be outstanding.
The provisions of this Section are for the sole benefit of the holders and beneficial owners
of the Certificates, and nothing in this Section, express or implied, shall give any benefit or any
legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to
provide only the financial information, operating data, financial statements, and notices which it
has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide
any other information that may be relevant or material to a complete presentation of the City's
financial results, condition, or prospects or hereby undertake to update any information provided
in accordance with this Section or otherwise, except as expressly provided herein. The City does
not make any representation or warranty concerning such information or its usefulness to a
decision to invest in or sell Certificates at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS
PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF
ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR
SPECIFIC PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
comprise a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Should the Rule be amended to obligate the City to make filings with or provide notices to
entities other than the MSRB, the City hereby agrees to undertake such obligation with respect to
the Certificates in accordance with the Rule as amended.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
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The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or a change
in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Certificates in
the primary offering of the Certificates in compliance with the Rule, taking into account any
amendments or interpretations of the Rule since such offering as well as such changed
circumstances and (2) either (a) the holders of a majority in aggregate principal amount (or any
greater amount required by any other provision of this Ordinance that authorizes such an
amendment) of the outstanding Certificates consents to such amendment or (b) a person that is
unaffiliated with the City (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interest of the holders and beneficial owners of the
Certificates. If the City so amends the provisions of this Section, it shall include with any amended
financial information or operating data next provided in accordance with paragraph (a) of this
Section an explanation, in narrative form, of the reason for the amendment and of the impact of
any change in the type of financial information or operating data so provided. The City may also
amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or
repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that
such provisions of the Rule are invalid, but only if and to the extent that the provisions of this
sentence would not prevent an underwriter from lawfully purchasing or selling Certificates in the
primary offering of the Certificates.
(d) Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
WSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
Section 17. AMENDMENT OF ORDINANCE. The City hereby reserves the right to
amend this Ordinance subject to the following terms and conditions, to -wit:
(a) The City may from time to time, without the consent of any holder, except as
otherwise required by paragraph (b) below, amend or supplement this Ordinance in order to (i)
cure any ambiguity, defect or omission in this Ordinance that does not materially adversely affect
the interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii)
add events of default as shall not be inconsistent with the provisions of this Ordinance and that
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 Certificates, (vi) obtain the approval
of the Attorney General of the State Texas, or (vii) make such other provisions in regard to matters
or questions arising under this Ordinance as shall not be inconsistent with the provisions of this
Ordinance and that shall not in the opinion of the City's Bond Counsel materially adversely affect
the interests of the holders.
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(b) Except as provided in paragraph (a) above, the holders of Certificates aggregating
in principal amount 51% of the aggregate principal amount of then outstanding Certificates that
are the subject of a proposed amendment shall have the right from time to time to approve any
amendment hereto that may be deemed necessary or desirable by the City; provided, however, that
without the consent of 100% of the holders in aggregate principal amount of the then outstanding
Certificates, nothing herein contained shall permit or be construed to permit amendment of the
terms and conditions of this Ordinance or in any of the Certificates so as to:
(1) Make any change in the maturity of any of the outstanding Certificates;
(2) Reduce the rate of interest borne by any of the outstanding Certificates;
(3) Reduce the amount of the principal of, or redemption premium, if any,
payable on any outstanding Certificates;
(4) Modify the terms of payment of principal or of interest or redemption
premium on outstanding Certificates or any of them or impose any condition with
respect to such payment; or
(5) Change the minimum percentage of the principal amount of any series of
Certificates necessary for consent to such amendment.
(c) If at any time the City shall desire to amend this Ordinance under this Section, the
City shall send by U.S. mail to each registered owner of the affected Certificates a copy of the
proposed amendment and cause notice of the proposed amendment to be published at least once
in a financial publication published in The City of New York, New York or in the State of Texas.
Such published notice shall briefly set forth the nature of the proposed amendment and shall state
that a copy thereof is on file at the office of the City for inspection by all holders of such
Certificates.
(d) Whenever at any time within one year from the date of publication of such notice
the City shall receive an instrument or instruments executed by the holders of at least 51% in
aggregate principal amount of all of the Certificates then outstanding that are required for the
amendment, which instrument or instruments shall refer to the proposed amendment and that shall
specifically consent to and approve such amendment, the City may adopt the amendment in
substantially the same form.
(e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be modified and amended in accordance with such
amendatory Ordinance, and the respective rights, duties, and obligations of the City and all holders
of such affected Certificates shall thereafter be determined, exercised, and enforced, subject in all
respects to such amendment.
(f) Any consent given by the holder of a Certificate pursuant to the provisions of this
Section shall be irrevocable for a period of six months from the date of the publication of the notice
provided for in this Section, and shall be conclusive and binding upon all future holders of the
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same Certificate during such period. Such consent may be revoked at any time after six months
from the date of the publication of said notice by the holder who gave such consent, or by a
successor in title, by filing notice with the City, but such revocation shall not be effective if the
holders of 51% in aggregate principal amount of the affected Certificates then outstanding, have,
prior to the attempted revocation, consented to and approved the amendment.
Section 18. NO RECOURSE AGAINST CITY OFFICIALS. No recourse shall be
had for the payment of principal of or interest on any Certificates or for any claim based thereon
or on this Ordinance against any official of the City or any person executing any Certificates.
Section 19. FURTHER ACTIONS. The officers and employees of the City are hereby
authorized, empowered and directed from time to time and at any time to do and perform all such
acts and things and to execute, acknowledge and deliver in the name and under the corporate seal
and on behalf of the City all such instruments, whether or not herein mentioned, as may be
necessary or desirable in order to carry out the terms and provisions of this Ordinance, the
Certificates, the initial sale and delivery of the Certificates, the Paying Agent/Registrar Agreement,
any insurance commitment letter or agreement or insurance policy and the Official Statement. In
addition, prior to the initial delivery of the Certificates, the Mayor, the City Manager or the Chief
Financial Officer of the City, the City Attorney and Bond Counsel are hereby authorized and
directed to approve any technical changes or corrections to this Ordinance or to any of the
instruments authorized and approved by this Ordinance necessary in order to (i) correct any
ambiguity or mistake or properly or more completely document the transactions contemplated and
approved by this Ordinance and as described in the Official Statement, (ii) obtain a rating from
any of the national bond rating agencies or satisfy requirements of the Bond Insurer, or (iii) obtain
the approval of the Certificates by the Texas Attorney General's office.
In case any officer of the City whose signature shall appear on any Certificate shall cease
to be such officer before the delivery of such Certificate, such signature shall nevertheless be valid
and sufficient for all purposes the same as if such officer had remained in office until such delivery.
Section 20. INTERPRETATIONS. All terms defined herein and all pronouns used in
this Ordinance shall be deemed to apply equally to singular and plural and to all genders. The
titles and headings of the articles and sections of this Ordinance and the Table of Contents of this
Ordinance have been inserted for convenience of reference only and are not to be considered a part
hereof and shall not in any way modify or restrict any of the terms or provisions hereof. This
Ordinance and all the terms and provisions hereof shall be liberally construed to effectuate the
purposes set forth herein and to sustain the validity of the Certificates and the validity of the lien
on and pledge of the Pledged Revenues to secure the payment of the Certificates.
Section 21. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions,
or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are
hereby repealed to the extent of such conflict and the provisions of this Ordinance shall be and
remain controlling as to the matters contained herein.
Section 22. 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
than the City and the registered owners of the Certificates, any right, remedy or claim under or by
reason of this Ordinance or any covenant, condition or stipulation hereof, and all covenants,
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stipulations, promises and agreements in this Ordinance contained by and on behalf of the City
shall be for the sole and exclusive benefit of the City and the registered owners of the Certificates.
Section 23. INCORPORATION OF RECITALS. The City hereby finds that the
statements set forth in the recitals of this Ordinance are true and correct, and the City hereby
incorporates such recitals as a part of this Ordinance.
Section 24. SEVERABILITY. If any provision of this Ordinance or the application
thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the
application thereof to other circumstances shall nevertheless be valid, and this governing body
hereby declares that this Ordinance would have been enacted without such invalid provision.
Section 25. EFFECTIVE DATE. This Ordinance shall become effect immediately
from and after its passage on first and final reading in accordance with Section 1201.028, Texas
Government Code, as amended.
Section 26. PERFECTION. Chapter 1208, Government Code, applies to the issuance
of the Certificates and the pledge of ad valorem taxes and surplus net revenues granted by the City
under Sections 6 and 7 of this Ordinance, and such pledge is therefore valid, effective and
perfected. If Texas law is amended at any time while the Certificates are outstanding and unpaid
such that the pledge of ad valorem taxes and surplus net revenues granted by the City under
Sections 6 and 7 of this Ordinance is to be subject to the filing requirements of Chapter 9, Business
& Commerce Code, then in order to preserve to the registered owners of the Certificates the
perfection of the security interest in said pledge, the City agrees to take such measures as it
determines are reasonable and necessary under Texas law to comply with the applicable provisions
of Chapter 9, Business & Commerce Code and enable a filing to perfect the security interest in
said pledge to occur.
Section 27. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby
authorizes the disbursement of a fee equal to the lesser of (i) one-tenth of one percent of the
principal amount of the Certificates or (ii) $9,500, provided that such fee shall not be less than
$750, to the Attorney General of Texas Public Finance Division for payment of the examination
fee charged by the State of Texas for the Attorney General's review and approval of public
securities and credit agreements, as required by Section 1202.004 of the Texas Government Code.
The appropriate member of the City's staff is hereby instructed to take the necessary measures to
make this payment. The City is also authorized to reimburse the appropriate City funds for such
payment from proceeds of the Certificates.
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IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and
approved on the first and final reading on the 26th day of April, 2016.
THE TY OFGEORGETOWNa,
:
Dale Ross, Mayor
City of Georgetown, Texas
ATTEST:
5 �o
Shelley No}Lli , City Secretar
APPROVED AS TO FORM:
Charlie McNabb, City Attorney
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EXHIBIT "A"
Paying Agent\Registrar Agreement
A-1
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EXHIBIT "B"
The following information is referred to in Section 16 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified (and included in the Appendix or
under the headings of the Official Statement referred to) below:
(1) Table 1 - Valuation, Exemptions and Ad Valorem Tax Debt;
(2) Table 2 - Taxable Assessed Valuations by Category;
(3) Table 3 - Valuation and Ad Valorem Tax Debt History;
(4) Table 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 by Unissued General Obligation Bonds; and
(8) Table 11 — General Fund Revenues and Expenditure History; and
(9) Table 12 — Municipal Sales Tax History.
(10) Appendix B.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements referred to in the paragraph above.
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