HomeMy WebLinkAboutORD 2017-61 - Levy Ad Valorem TaxORDINANCE NO. 2017- 61
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN,
TEXAS GENERAL OBLIGATION REFUNDING BONDS, SERIES 2017;
AUTHORIZING THE LEVY OF AN AD VALOREM TAX IN SUPPORT OF THE
BONDS; APPROVING AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR
AGREEMENT, A PURCHASE AGREEMENT AND AN ESCROW AGREEMENT;
ESTABLISHING PROCEDURES FOR SELLING AND DELIVERY OF THE BONDS;
AND AUTHORIZING OTHER MATTERS RELATING TO THE BONDS
Adopted October 10, 2017
Georgetown\GORefg\ 17\Del: Ordinance
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN,
TEXAS GENERAL OBLIGATION REFUNDING BONDS, SERIES 2017;
AUTHORIZING THE LEVY OF AN AD VALOREM TAX IN SUPPORT OF THE
BONDS; APPROVING AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR
AGREEMENT, A PURCHASE AGREEMENT AND AN ESCROW AGREEMENT;
ESTABLISHING PROCEDURES FOR SELLING AND DELIVERY OF THE BONDS;
AND AUTHORIZING OTHER MATTERS RELATING TO THE BONDS
TABLE OF CONTENTS
Page
Preamble..........................................................................................................................................1
Section1. RECITALS............................................................................................................:.2
Section2. DEFINITIONS.........................................................................................................2
Section 3. AMOUNT, NAME, PURPOSE AND AUTHORIZATION AND
VISION STATEMENT...........................................................................................2
Section 4. DATE, DENOMINATION, MATURITIES, NUMBERS,
INTEREST AND REDEMPTION..........................................................................2
Section 5. CHARACTERISTICS OF THE BONDS................................................................5
Section6. FORM OF BOND....................................................................................................9
Section7. TAX LEVY............................................................................................................19
Section 8. ESTABLISHMENT OF ESCROW FUND...........................................................20
Section 9. DEFEASANCE OF BONDS.................................................................................20
Section 10. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS .....21
Section 11. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS;
BOND COUNSEL'S OPINION; CUSIP NUMBERS AND
CONTINGENT INSURANCE PROVISION, IF OBTAINED .............................22
Section 12. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THEBONDS.........................................................................................................23
Section 13. APPROVAL OF OFFERING DOCUMENTS, PAYING AGENT/
REGISTRAR AGREEMENT AND ESCROW AGREEMENT ...........................25
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Section 14.
INSURANCE PROVISIONS................................................................................26
Section 15.
CONTINUING DISCLOSURE UNDERTAKING...............................................26
Section 16.
AMENDMENT OF ORDINANCE.......................................................................29
Section 17.
DEFAULT AND REMEDIES...............................................................................31
Section 18.
NO RECOURSE AGAINST CITY OFFICIALS..................................................32
Section 19.
PAYMENT OF ATTORNEY GENERAL FEE....................................................32
Section 20.
FURTHER ACTIONS...........................................................................................32
Section 21.
INTERPRETATIONS......................................................................................::...32
Section 22.
INCONSISTENT PROVISIONS..........................................................................33
Section 23.
INTERESTED PARTIES......................................................................................33
Section 24.
NO PERSONAL LIABILITY...............................................................................33
Section25.
SEVERABILITY...................................................................................................33
EXHIBIT A DEFINITIONS
EXHIBIT B DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
Georgetown\GORefg\ 17\Del: Ordinance ii
ORDINANCE NO. 2017 -
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN,
TEXAS GENERAL OBLIGATION REFUNDING BONDS, SERIES 2017;
AUTHORIZING THE LEVY OF AN AD VALOREM TAX IN SUPPORT OF THE
BONDS; APPROVING AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR
AGREEMENT, A PURCHASE AGREEMENT AND AN ESCROW AGREEMENT;
ESTABLISHING PROCEDURES FOR SELLING AND DELIVERY OF THE BONDS;
AND AUTHORIZING OTHER MATTERS RELATING TO THE BONDS
THE STATE OF TEXAS r
COUNTY OF WILLIAMSON •
CITY OF GEORGETOWN •
WHEREAS, the City Council of the City deems it advisable and in the best interest of the
City to refund the Refunded Obligations, as defined in Exhibit "A" attached hereto, in order to
achieve a net present value debt service savings of not less than 3.00% of the principal amount of
the Refunded Obligations net of any City contribution with such savings, among other information
and terms to be included in a pricing certificate to be executed by the Mayor, acting as the
designated pricing officer of the City, or, in the absence of the Mayor, the Mayor Pro -Tem, all in
accordance with the provisions of Chapters 1207 and 1371 of the Texas Government Code thereof,
and
WHEREAS, Chapter 1207, Texas Government Code, as amended ("Chapter 1207")
authorizes the City to issue refunding bonds and to deposit the proceeds from the sale thereof
together with any other available funds or resources, directly with a place of payment (paying
agent) for the Refunded Obligations or with a trust company or commercial bank that does not act
as depository for the City, and such deposit, if made before such payment dates, shall constitute
the making of firm banking and financial arrangements for the discharge and final payment of the
Refunded Obligations; and
WHEREAS, Chapter 1207 further authorizes the City to enter into an escrow agreement
with a paying agent for the Refunded Obligations or with a trust company or commercial bank that
does not act as depository for the City with respect to the safekeeping, investment, reinvestment,
administration and disposition of any such deposit, upon such terms and conditions as the City and
such escrow agent may agree, provided that such deposits may be invested and reinvested in
Defeasance Securities, as defined herein; and
WHEREAS, the Escrow Agreement hereinafter authorized, constitutes an agreement of
the kind authorized and permitted by said Chapter 1207; and
WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to
maturity within 20 years of the date of the bonds hereinafter authorized; and
Georgetown\GORefg\ 17\Del: Ordinance
WHEREAS, the Bonds authorized by this Ordinance are being issued and delivered
pursuant to the City Charter and Chapters 1207 and 1371 of the Texas Government Code, as
amended, and other applicable laws; and
WHEREAS, it is hereby officially found and determined that the meeting at which this
Ordinance was passed was open to the public, and public notice of the time, place and purpose of
the meeting was given, all as required by Chapter 551, Texas Government Code.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF GEORGETOWN, TEXAS:
Section 1. RECITALS. The recitals set forth in the preamble hereof are incorporated
herein and shall have the same force and effect as if set forth in this Section.
Section 2. DEFINITIONS. For all purposes of this Ordinance, except as otherwise
expressly provided or unless the context otherwise requires, the terms defined in Exhibit "A" to
this Ordinance have the meanings assigned to them in Exhibit "A".
Section 3. AMOUNT, NAME, PURPOSE AND _AUTHORIZATIO_N AND
VISION STATEMENT. (a) Amount. Manic, Purpose and Authorization. The Bonds, each
to be designated the "CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION
REFUNDING BOND, SERIES 2017," are hereby authorized to be issued and delivered in
accordance with the Constitution and laws of the State of Texas, particularly Chapters 1207 and
1371, Texas Government Code, as amended, and the Charter of the City. The Bonds shall be issued
in the aggregate principal amount not to exceed $17,500,000 for the purpose of providing funds
for (i) refunding the Refunded Obligations and (ii) paying the costs of issuing the Bonds.
(b) Vision Statement. The City Council hereby finds that the enactment of this
Ordinance and issuance of the Bonds complies with the Vision Statement of the City.
Section 4. DATE, DENOMINATION, _MATURITIES, NUMBERS, INTEREST
AND REDEMPTION. (a) Initially there shall be issued, sold, and delivered hereunder fully
registered Bonds, without interest coupons, which may be in the form of Current Interest Bonds
or Premium Compound Interest Bonds, numbered consecutively from R-1 upward, in the case of
Current Interest Bonds, and from PC -1 upward, in the case of Premium Compound Interest Bonds
(except the Initial Bond delivered to the Attorney General of the State of Texas which shall be
numbered T-1 and TPC -1 respectively) payable to the respective initial Registered Owners thereof,
or to the registered assignee or assignees of said Bonds or any portion or portions thereof, in
Authorized Denominations, maturing not later than August 15, 2037, serially or otherwise on the
dates, in the years and in the principal amounts, respectively, and dated, as all set forth in the
Pricing Certificate to be executed and delivered by the Pricing Officer pursuant to subsection (b)
of this section. The Pricing Certificate is hereby incorporated in and made a part of this
Ordinance. The Bonds shall be designated by the year in which they are awarded as set forth in
the Pricing Certificate. The authority for the Pricing Officer to execute and deliver the Pricing
Certificate for the Bonds shall expire at 5:00 p.m. C.D.T. on October 10, 2018. Bonds priced on
or before October 10, 2018 may be delivered to the initial purchaser after such date.
Georgetown\GORefg\ 17\Del : Ordinance
(b) As authorized by Chapters 1207 and 1371, Texas Government Code, as amended,
the Pricing Officer is hereby authorized to act on behalf of the City in selling and delivering the
Bonds, determining if a Series of bonds is a Taxable Series or a Tax -Exempt Series and
determining which of the Refundable Obligations shall be refunded and constitute Refunded
Obligations under this Ordinance and carrying out the other procedures specified in this Ordinance,
including determining the date of the Bonds, any additional or different designation or title by
which the Bonds shall be known, the price at which the Bonds will be sold, the years in which the
Bonds will mature, the principal amount to mature in each of such years, the aggregate principal
amount of Current Interest Bonds and Premium Compound Interest Bonds, the rate or rates of
interest to be borne by each such maturity, the interest payment periods, the dates, price, and terms
upon and at which the Bonds shall be subject to redemption prior to maturity at the option of the
City, as well as any mandatory sinking fund redemption provisions, and all other matters relating
to the issuance, sale, and delivery of the Bonds and the refunding of the Refunded Obligations, all
of which shall be specified in the Pricing Certificate; provided that (i) the price to be paid for the
Bonds shall not be less than 90% of the aggregate original principal amount thereof plus accrued
interest thereon from its date to its delivery, (ii) none of the Bonds shall bear interest at a rate, or
yield in the case of Premium Compound Interest Bonds, greater than the maximum authorized by
law, and (iii) the refunding must produce a net present value debt service savings of at least 3.00%
of the principal amount of the Refunded Obligations, net of any City contribution. In establishing
the aggregate principal amount of the Bonds, the Pricing Officer shall establish an amount not to
exceed the amount authorized in Section 3, which shall be sufficient to provide for the purposes
for which the Bonds are authorized and to pay the costs of issuing the Bonds.
To achieve advantageous borrowing costs for the City, the Bonds shall be sold on a
negotiated, placement or competitive basis as determined by the Pricing Officer in the Pricing
Certificate. In determining whether to sell the Bonds by negotiated, placement or competitive
sale, the Pricing Officer shall take into account any material disclosure issues which might exist at
the time, the market conditions expected at the time of the sale and any other matters which, in the
judgment of the Pricing Officer, might affect the net borrowing costs on the Bonds.
If the Pricing Officer determines that the Bonds should be sold at a competitive sale, the
Pricing Officer shall cause to be prepared a notice of sale and official statement in such manner as
the Pricing Officer deems appropriate, to make the notice of sale and official statement available
to those institutions and firms wishing to submit a bid for the Bonds, to receive such bids, and to
award the sale of the Bonds to the bidder submitting the best bid in accordance with the provisions
of the notice of sale.
If the Pricing Officer determines that the Bonds should be sold by a negotiated sale or
placement, the Pricing Officer shall designate the placement purchaser or the senior managing
underwriter for the Bonds and such additional investment banking firms as the Pricing Officer
deems appropriate to assure that the Bonds are sold on the most advantageous terms to the City.
The Pricing Officer, acting for and on behalf of the City, is authorized to enter into and carry out
a purchase agreement or other agreement for the Bonds to be sold by negotiated sale or placement,
with the underwriters or placement purchasers at such price, with and subject to such terms as
determined by the Pricing Officer pursuant to this Section 4(b) above.
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In satisfaction of Section 1201.022(a)(3), Texas Government Code, the City Council
determines that the delegation of the authority to the Pricing Officer to approve the final terms and
conditions of each Series of the Bonds as set forth in this Ordinance is, and the decisions made by
the Pricing Officer pursuant to such delegated authority and incorporated in the Pricing Certificate
will be, in the best interests and shall have the same force and effect as if such determination were
made by the City Council and the Pricing Officer is hereby authorized to make and include in a
Pricing Certificate an appropriate finding to that effect.
(c) The Current Interest Bonds shall bear interest calculated on the basis of a 360 -day
year composed of twelve 30 -day months from the dates specified in the FORM OF BONDS set
forth in this Ordinance to their respective dates of maturity or redemption at the rates per annum
set forth in the Pricing Certificate.
The Premium Compound Interest Bonds shall bear interest from the Issuance Date,
calculated on the basis of a 360 -day year composed of twelve 30 -day months (subject to rounding
to the Compounded Amounts thereof), compounded on the Compounding Dates as set forth in the
Pricing Certificate, and payable, together with the principal amount thereof, in the manner
provided in the Form of Bonds at the rates set forth in the Pricing Certificate. Attached to the
Pricing Certificate, if Premium Compound Interest Bonds are to be issued, shall be the Accretion
Table. The Accreted Value with respect to any date other than a Compounding Date is the amount
set forth on the Accretion Table with respect to the last preceding Compounding Date, plus the
portion of the difference between such amount and the amount set forth on the Accretion Table
with respect to the next succeeding Compounding Date that the number of days (based on 30 -day
months) from such last preceding Compounding Date to the date for which such determination is
being calculated bears to the total number of days (based on 30 -day months) from such last
preceding Compounding Date to the next succeeding Compounding Date.
(d) Right of Redemption. The City reserves the right, at its option, to redeem the
Bonds as set forth in the FORM OF BOND and the Pricing Certificate. The City, at least thirty
(30) days before the date of any optional redemption, shall notify the Paying Agent/Registrar of
such redemption date and of the amount and maturity of the Bonds to be redeemed.
(e) Notice of Redemption to Bondholder. The Paying Agent/Registrar shall give notice
of any redemption of the Bonds by sending notice by first class United States mail, postage prepaid,
not less than twenty (20) days before the date fixed for redemption, to the Bondholder at the
address shown in the Register. The notice shall state among other things, the redemption date,
the redemption price, the place at which the Bonds are to be surrendered for payment, and that the
Bonds so called for redemption shall cease to bear interest after the redemption date. Any notice
given as provided in this Section shall be conclusively presumed to have been duly given, whether
or not the Bondholder receives such notice. With respect to any optional redemption of the
Bonds, unless certain prerequisites to such redemption required by or this Ordinance have been
met and moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds
to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such
notice of redemption, such notice shall state that said redemption may, at the option of the City,
be conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying
Georgetown\GORefg\ 17\De I: Ordinance
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 Bonds and the Paying Agent/Registrar shall give notice, in
the manner in which the notice of redemption was given, to the effect that the Bonds have not been
redeemed.
(f) Effect of Redemption. Notice of redemption having been given as provided in this
Section, the Bonds called for redemption shall become due and payable on the date fixed for
redemption and, unless the City defaults in the payment of the principal thereof or accrued interest
thereon, such Bonds thereof shall cease to bear interest from and after the date fixed for
redemption, whether or not such Bond is presented and surrendered for payment on such date. If
the Bonds thereof called for redemption are not so paid upon presentation and surrender thereof
for redemption, such Bonds thereof shall continue to bear interest at the rate stated on the Bond
until paid or until due provision is made for the payment of same.
(g) Conditional Notice of Redemption. With respect to any optional redemption of the
Bonds, unless certain prerequisites to such redemption required by this Ordinance have been met
and moneys sufficient to pay the principal of the premium, if any, and interest on the Bonds to be
redeemed shall have been received by the Paying Agent prior to the giving of such notice of
redemption, such notice shall sate that said redemption may, at the option of the City, be
conditional 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 Bonds and the Paying Agent/Registrar shall give notice, in
the manner in which the notice of redemption was given, to the effect that the Bonds have not been
redeemed.
Section 5. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer,
Conversion and Exchanize,• Authentication. The City shall keep or cause to be kept at the principal
corporate trust officer of such eligible institution as may be selected by the Pricing Officer in the
Pricing Certificate to serve as paying agent/registrar for the Bonds (the "Paying Agent/Registrar")
books or records for the registration of the transfer, conversion and exchange of the Bonds (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 within three days of presentation in due and proper form. The
Paying Agent/Registrar shall obtain and record in the Registration Books the address of the
Registered Owner of each Bond to which payments with respect to the Bonds shall be mailed, 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
Georgetown\GORefg\ 17\Del: Ordinance
otherwise required by law, shall not permit their inspection by any other entity. The Paying
Agent/Registrar shall make a copy of the Registration Books available in the State of Texas. The
City shall pay the Paying Agent/Registrar's standard or customary fees and charges for making
such registration, transfer, conversion, exchange and delivery of a substitute Bond or Bonds.
Registration of assignments, transfers, conversions and exchanges of Bonds shall be made in the
manner provided and with the effect stated in the FORM OF BOND set forth in this Ordinance.
Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond.
Except as provided in Section 5(c) hereof, an authorized representative of the Paying
Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the Bond, and
no such Bond shall be deemed to be issued or outstanding unless such Bond is so executed. The
Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for
conversion and exchange. No additional orders, ordinances, or resolutions need be passed or
adopted by the governing body of the City or any other body or person so as to accomplish the
foregoing conversion and exchange of any Bond or portion thereof, and the Paying
Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in
the manner prescribed herein, and the Bonds shall be of type composition printed on paper with
lithographed or steel engraved borders of customary weight and strength. Pursuant to Chapter
1206, Texas Government Code, as amended, and particularly Subchapter B thereof, the duty of
conversion and exchange of Bonds as aforesaid is hereby imposed upon the Paying
Agent/Registrar, and, upon the execution of the Bond, the converted and exchanged Bond shall be
valid, incontestable, and enforceable in the same manner and with the same effect as the Bonds
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 Bonds and Interest. The City hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds,
all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all
payments made by the City and the Paying Agent/Registrar with respect to the Bonds, and of all
conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this
Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and
for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record
Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of
such interest have been received from the City. Notice of the Special Record Date and of the
scheduled payment date of the past due interest (which shall be 15 days after the Special Record
Date) 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 Bonds (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Bonds to be payable only to the Registered
Owners thereof, (ii) may be transferred and assigned, (iii) may be converted and exchanged for
other Bonds, (iv) shall have the characteristics, (v) shall be signed, sealed, executed and
authenticated, (vi) the principal of and interest on the Bonds shall be payable, and (vii) shall be
administered and the Paying Agent/Registrar and the City shall have certain duties and
Georgetown\GORefg\ l 7\Del: Ordinance
responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as
required or indicated, in the Pricing Certificate and the FORM OF BOND set forth in this
Ordinance. The Bonds initially issued and delivered pursuant to this Ordinance are not required
to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Bond
issued in conversion of and exchange for any Bond or Bonds issued under this Ordinance the
Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S
AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF BOND.
(d) Substitute Paying Agent/Registrar. The City covenants with the Registered Owners
of the Bonds that at all times while the Bonds are outstanding the City will provide a competent
and legally qualified bank, trust company, financial institution, or other agency to act as and
perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the
Paying Agent/Registrar will be one entity. The City reserves the right to, and may, at its option,
change the Paying Agent/Registrar upon not less than 30 days written notice to the Paying
Agent/Registrar, to be effective at such time which will not disrupt or delay payment on the next
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 Bonds, 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 Bonds, by United States mail, first-class postage
prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting
the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed
to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to
each Paying Agent/Registrar.
(e) Book -Entry -Only System. The Bonds issued in exchange for the Bonds initially
issued as provided in Section 5(i) shall be issued in the form of a separate single fully registered
Bond for each of the maturities thereof registered in the name of Cede & Co., as nominee of The
Depository Trust Company of New York ("DTC") and except as provided in subsection (f) hereof,
all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC.
With respect to Bonds 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 Bonds. Without limiting the immediately
preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or
obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC
Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC
Participant or any other person, other than a Registered Owner, as shown on the Registration
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Books, of any notice with respect to the Bonds, 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 or interest on the Bonds. Notwithstanding any other provision of this
Ordinance to the contrary, but to the extent permitted by law, the City and the Paying
Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is
registered in the Registration Books as the absolute owner of such Bond for the purpose of payment
of principal of and interest, with respect to such Bond, for the purposes of registering transfers
with respect to such Bond, and for all other purposes of registering transfers with respect to such
Bonds, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal
of and interest on the Bonds only to or upon the order of the respective Registered Owners, as
shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly
authorized in writing, and all such payments shall be valid and effective to fully satisfy and
discharge the City's obligations with respect to payment of principal of and interest on the Bonds
to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in
the Registration Books, shall receive a Bond evidencing the obligation of the City to make
payments of principal, and interest pursuant to this Ordinance. Upon delivery by DTC to the
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 Bond, the City shall
either (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of
the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the
appointment of such successor securities depository and transfer one or more separate Bonds to
such successor securities depository or (ii) notify DTC and DTC Participants of the availability
through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds
credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being
registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be
registered in the name of the successor securities depository, or its nominee, or in whatever name
or names the Registered Owner transferring or exchanging Bond shall designate, in accordance
with the provisions of this Ordinance.
(g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to
the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of, and interest on such Bond and all notices with respect to
such Bond shall be made and given, respectively, in the manner provided in the Letter of
Representations of the City to DTC.
(h) DTC Blanket Letter of Representations. The City confirms execution of a Blanket
Issuer Letter of Representations with DTC establishing the Book -Entry -Only System which will
be utilized with respect to the Bonds.
Georgetown\GORefg\ 17\Del: Ordinance
(i) Cancellation of Initial Bond. On the closing date, one Initial Bond representing the
entire principal amount of the Bonds, payable in stated installments to the order of the initial
purchaser of the Bonds or its designee, executed by manual or facsimile signature of the Mayor or
Mayor Pro -Tem and City Secretary, approved by the Attorney General of Texas, and registered
and manually signed by the Comptroller of Public Accounts of the State of Texas, will be delivered
to such initial purchaser or its designee. Upon payment for the Initial Bond, the Paying
Agent/Registrar shall cancel the Initial Bond and deliver to DTC on behalf of such initial purchaser
one registered definitive Bond for each year of maturity of the Bonds, in the aggregate principal
amount of all the Bonds for such maturity.
Section 6. FORM OF BOND. The form of the Bond, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment, the form of Initial Bond and
the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to
be attached to the Bonds initially issued and delivered pursuant to this Ordinance, shall be,
respectively, substantially as follows, with such appropriate variations, omissions, or insertions as
are permitted or required by this Ordinance including any reproduction of an opinion of counsel
and information regarding the issuance of any bond insurance policy.
FORM OF BOND
(All blanks and any appropriate or necessary insertions or deletions, to be completed as
determined by the Pricing Officer in the Pricing Certificate.)
NO. R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
WILLIAMSON COUNTY $
CITY OF GEORGETOWN, TEXAS
GENERAL OBLIGATION REFUNDING BOND,
SERIES 2017
[FORM OF FIRST PARAGRAPHS OF CURRENT INTEREST BONDS]
INTEREST RATE DATE OF BOND MATURITY DATE CUSIP NO.
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
*To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds
is inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language
in the Pricing Certificate shall be used in the executed Bonds.
Georgetown\GORefg\ 17\Del: Ordinance
ON THE MATURITY DATE specified above, THE CITY OF GEORGETOWN,
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 ,
20*, on , 20_* and semiannually thereafter on each * and
* to the maturity date specified above, or the date of redemption prior to maturity, at
the interest rate per annum specified above calculated on the basis of a 360 -day year of twelve 30 -
day months; except that if this Bond is required to be authenticated and the date of its
authentication is later than the first Record Date (hereinafter defined), such principal amount shall
bear interest from the interest payment date next preceding the date of authentication, unless such
date of authentication is after any Record Date but on or before the next following interest payment
date, in which case such principal amount shall bear interest from such next following interest
payment date; provided, however, that if on the date of authentication hereof the interest on the
Bond or Bonds, if any, for which this Bond is being exchanged or converted from is due but has
not been paid, then this Bond 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 Bonds is
determined only by a book entry at a securities depository for the Bonds, any payment to the
securities depository, or its nominee or registered assigns, shall be made in accordance with
existing arrangements between the City and the securities depository.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of
the United States of America, without exchange or collection charges. The principal of this Bond
shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at
maturity or upon the date fixed for its redemption prior to maturity, at
*, (the "Paying Agent/Registrar") at their office for
payment in * (the "Designated Payment/Transfer Office"). The payment of interest
on this Bond 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 Bond (the "Ordinance") to be on deposit with the Paying
Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by
the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest
payment date, to the Registered Owner hereof, at its address as it appeared on the close of business
on the * business day of the month next preceding each such date (the "Record Date") on
the registration books kept by the Paying Agent/Registrar (the "Registration Books"). In addition,
interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested
by, and at the risk and expense of, the Registered Owner. In the event of a non-payment of interest
on a scheduled payment date, and for 30 days thereafter, a new record date for such interest
payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when
funds for the payment of such interest have been received from the City. Notice of the Special
Record Date and of the scheduled payment date of the past due interest (which shall be 15 days
after the Special Record Date) shall be sent at least five business days prior to the Special Record
Date by United States mail, first-class postage prepaid, to the address of each owner of a Bond
*To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds
is inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language
in the Pricing Certificate shall be used in the executed Bonds.
Georgetown\GORefg\17\Del: Ordinance 10
appearing on the Registration Books at the close of business on the last business day next preceding
the date of mailing of such notice.
DURING ANY PERIOD in which ownership of the Bonds is determined only by a book
entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity
and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and
bearing such interest rate shall be selected in accordance with the arrangements between the City
and the securities depository.
[FORM OF FIRST PARAGRAPHS
OF PREMIUM COMPOUND INTEREST BOND]
NO. PC -
MATURITY
AMOUNT
INTEREST RATE ISSUANCE DATE DATE OF BONDS MATURITY DATE
REGISTERED OWNER:
MATURITY AMOUNT:
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF
GEORGETOWN, TEXAS (the "City"), being a political subdivision and municipal corporation
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 Maturity Amount set forth above,
representing the principal amount hereof and accrued and compounded interest hereon. Interest
shall accrue on the principal amount hereof from the Issuance Date at the interest rate per annum
specified above, calculated on the basis of a 360 day year comprised of twelve 30 day months,
compounded semiannually on * and * of each year commencing
720 *. For convenience of reference a table of the "Accreted Value" per $5,000
Maturity Amount is printed on the reverse side of this Bond. The term "Accreted Value" as set
forth in the table on the reverse side hereof shall mean the original principal amount plus initial
premium per $5,000 Maturity Amount compounded semiannually on and
* at the yield shown on such table.
THE MATURITY AMOUNT of this Bond is payable in lawful money of the United
States of America, without exchange or collection charges. The Maturity Amount of this Bond
shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at
maturity, at the designated office for payment of _, _ *, which
*To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds
is inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language
in the Pricing Certificate shall be used in the executed Bonds.
Georgetown\GORefg\I 7\Del: Ordinance 11
is the "Paying Agent/Registrar" for this Bond, and shall be drawn by the Paying Agent/Registrar
on, and solely from, funds of the City required by the order authorizing the issuance of the Bonds
(the "Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter
provided, payable to the Registered Owner hereof, as it appears on the Registration Books kept by
the Paying Agent/Registrar, as hereinafter described. The City covenants with the Registered
Owner of this Bond that on or before the Maturity Date for this Bond it will make available to the
Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Ordinance, the
amounts required to provide for the payment, in immediately available funds of the Maturity
Amount, when due. Notwithstanding the foregoing, during any period in which ownership of the
Bonds is determined only by a book entry at a securities depository for the Bonds, any payment to
the securities depository, or its nominee or registered assigns, shall be made in accordance with
existing arrangements between the City and the securities depository.
[FORM OF REMAINDER OF EACH BOND]
ANY ACCRUED INTEREST due at maturity as provided herein shall be paid to the
Registered Owner upon presentation and surrender of this Bond for payment at the Designated
Payment/Transfer Office of the Paying Agent/Registrar. The City covenants with the Registered
Owner of this Bond that on or before each payment date for this Bond it will make available to the
Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Ordinance, the
amounts required to provide for the payment, in immediately available funds, of all principal of
and interest on the Bonds, when due.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where the
principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which is
not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to
close; and payment on such date shall have the same force and effect as if made on the original
date payment was due.
THIS BOND is one of a series of Bonds dated , 20 *, authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of
$ *, TO PROVIDE FUNDS FOR REFUNDING THE REFUNDED
OBLIGATIONS; AND PAYING THE COSTS ASSOCIATED WITH THE ISSUANCE OF
THE BONDS.
ON , 20_*, or on any date thereafter, the Bonds of this Series maturing on
and after 1120 * may be redeemed prior to their scheduled maturities, at the option
of the City, with funds derived from any available and lawful source, at par plus accrued interest
to the date fixed for redemption as a whole, or from time to time in part, and, if in part, the particular
maturities to be redeemed shall be selected and designated by the City and if less than all of a
maturity is to be redeemed, the Paying Agent/Registrar shall determine by lot the Bonds, or a
*To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds
is inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language
in the Pricing Certificate shall be used in the executed Bonds.
Georgetown\GORefg\17\Del: Ordinance 12
portion thereof, within such maturity to be redeemed (provided that a portion of a Bond may be
redeemed only in an integral multiple of $5,000).
[THE BONDS MATURING ON , _* are subject to mandatory sinking fund
redemption by lot prior to maturity in the following amounts on the following dates and at a price
of par plus accrued interest to the redemption date ("Term Bonds").
Term Bonds Maturine on 20
Redemption Date . Principal Amount "
, 20 $
,20 $ t
Final Maturity
THE PRINCIPAL AMOUNT of the Term Bonds required to be redeemed pursuant to
the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option
of the City by the principal amount of any Term Bonds of the stated maturity which, at least 50
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 Bonds 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 Bonds plus accrued
interest to the date of purchase thereof, or (3) shall have been redeemed pursuant to the optional
redemption provisions and not theretofore credited against a mandatory sinking fund redemption
requirement.] * *
NO LESS THAN 30 days prior to the date fixed for any optional 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 Bond 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 and to major securities depositories, national bond rating agencies and bond
information services; 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 Bonds. By the date fixed for any such redemption
due provision shall be made with the Paying Agent/Registrar for the payment of the required
redemption price for the Bonds or portions thereof which are to be so redeemed. If due provision
for such payment is made, all as provided above, the Bonds or portions thereof which are to be so
redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities,
and they shall not bear interest after the date fixed for redemption, and they shall not be regarded
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
*To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds
is inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language
in the Pricing Certificate shall be used in the executed Bonds.
**Use of Term Bonds, if any, to be determined by the Pricing Officer.
Georgetown\GORefg\17\Del: Ordinance 13
Bonds shall be redeemed a substitute Bond or Bonds 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 Bonds, unless certain prerequisites
to such redemption required by the Ordinance have been met and moneys sufficient to pay the
principal of and premium, if any, and interest on the Bonds to be redeemed shall have been
received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such
notice shall state that said redemption may, at the option of the City, be conditional upon the
satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or
prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of
redemption. If a conditional notice of redemption is given and such prerequisites to the
redemption and sufficient moneys are not received, such notice shall be of no force and effect, the
City shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner
in which the notice of redemption was given, to the effect that the Bonds have not been redeemed.
ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in the
Ordinance, this Bond, or any unredeemed portion hereof, may, at the request of the Registered
Owner or the assignee or assignees hereof, be assigned, transferred, converted into and exchanged
for a like aggregate principal amount of fully registered Bonds, without interest coupons, payable
to the appropriate Registered Owner, assignee or assignees, as the case may be, having the same
denomination or denominations in any integral multiple of $5,000 as requested in writing by the
appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of this
Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and
procedures set forth in the Ordinance. Among other requirements for such assignment and
transfer, this Bond 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 Bond or any portion or portions hereof in
any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or
any such portion or portions hereof is or are to be registered. The form of Assignment printed or
endorsed on this Bond 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 Bond 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 Bond 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 during the period commencing on the close of business on any Record
Date and ending with the opening of business on the next following principal or interest payment
date.
Georgetown\GORefg\17\De1: Ordinance 14
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or
transferring this Bond shall be modified to require the appropriate person or entity to meet the
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 Bonds is changed by the City,
resigns, or otherwise ceases to act as such, the City has covenanted in the Ordinance that it
promptly will appoint a competent and legally qualified substitute therefor, and cause written
notice thereof to be mailed to the Registered Owners of the Bonds.
IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly
authorized, issued, and delivered; that all acts, conditions, and things required or proper to be
performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this
Bond have been performed, existed, and been done in accordance with law; and that ad valorem
taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such
interest comes due, and as such principal matures, have been levied and ordered to be levied against
all taxable property in the City, and have been pledged for such payment, within the limit
prescribed by law.
BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby
acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms
and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in
the official minutes and records of the governing body of the City, and agrees that the terms and
provisions of this Bond and the Ordinance constitute a contract between each Registered Owner
hereof and the City.
IN WITNESS WHEREOF, the City has caused this Bond to be signed with the manual
or facsimile signature of the Mayor of the City and countersigned with the manual or facsimile
signature of the City Secretary and has caused the official seal of the City to be duly impressed, or
placed in facsimile, on this Bond.
City Secretar
[CITY SEAL]
(I -L r�.
Mayor
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
Georgetown\GORefg\17\De1: Ordinance 15
It is hereby certified that this Bond has been issued under the provisions of the Ordinance
described in the text of this Bond; and that this Bond has been issued in conversion or replacement
of, or in exchange for, a Bond, Bonds, or a portion of a Bond or Bonds of a Series which originally
was approved by the Attorney General of the State of Texas and registered by the Comptroller of
Public Accounts of the State of Texas.
Dated
Paying Agent/Registrar
LM
FORM OF ASSIGNMENT
ASSIGNMENT
Authorized Representative
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 Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer of the
within Bond on the books kept for registration thereof, with full power of substitution in the
premises.
Dated:
Signature Guaranteed:
Georgetown\GORefg\ 17\Del: Ordinance 16
NOTICE: Signature(s) must be
guaranteed by a member firm of
the New York Stock Exchange or
a commercial bank or trust company.
NOTICE: The signature above
must correspond with the name
of the Registered Owner as it
appears upon the front of this
Bond in every particular, with-
out alteration or enlargement
or any change whatsoever.
FORM OF REGISTRATION CERTIFICATE OF
THE COMPTROLLER OF PUBLIC ACCOUNTS FOR THE INITIAL BOND ONLY:
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Bond has been approved by the Attorney General of the State of
Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State
of Texas.
Witness my signature and seal this
Comptroller of Public Accounts
of the State of Texas
[COMPTROLLER'S SEAL]
INSERTIONS FOR THE INITIAL BONDS
(i) The initial Current Interest Bonds shall be in the form set forth in this Section, except that:
A. immediately under the name of the Bond, the headings "INTEREST RATE" and
"MATURITY DATE" shall both be completed with the words "As shown below" and
"CUSIP NO." shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"ON THE MATURITY DATE SPECIFIED ABOVE, the City of Georgetown, Texas
(the "Issuer"), being a political subdivision, hereby promises to pay to the Registered Owner
specified above, or registered assigns (hereinafter called the "Registered Owner"), on
.......... .
20* in each of the years, in the principal installments and bearing interest at the per annum
rates set forth in the following schedule:
*To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds
Georgetown\GORefg\17\Del: Ordinance 17
Principal Maturity Date Interest
Amount { }* Rate
(Information for the Current Interest Bonds from the Pricing Certificate to be inserted)
The Issuer 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 _ , 20* at the respective Interest
Rate per annum specified above. Interest is payable on , 20 * and semiannually on
each * and * thereafter to the date of payment of the principal installment
specified above; except, that if this Bond is required to be authenticated and the date of its
authentication is later than the first Record Date (hereinafter defined), such principal amount shall
bear interest from the interest payment date next preceding the date of authentication, unless such
date of authentication is after any Record Date but on or before the next following interest payment
date, in which case such principal amount shall bear interest from such next following interest
payment date; provided, however, that if on the date of authentication hereof the interest on the
Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then
this Bond shall bear interest from the date to which such interest has been paid in full."
C. The initial Bond shall be numbered "T-1."
(ii) The Initial Compound Interest Bond shall be in the form set forth in this Section, except
that:
A. immediately under the name of the Bond, the headings "INTEREST RATE" and
"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:
"THE CITY OF GEORGETOWN, 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 Payment at Maturity on in
each of the years and in installments of the respective Maturity Amounts set forth in the following
schedule:
Maturity Maturity Date Interest Ra
Amount ( )* to
(Information for the Premium Compound Interest Bonds from the
Pricing Certificate to be inserted)
is inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language
in the Pricing Certificate shall be used in the executed Bonds.
Georgetown\GORefg\l7\Del: Ordinance 18
The amount shown above as the respective Maturity Amounts represent the principal amount
hereof and accrued and compounded interest hereon. Interest shall accrue on the principal amount
hereof from the Issuance Date at the interest rate per annum specified above, compounded
semiannually on * and * of each year commencing X20_ * For
convenience of reference, a table appears on the back of this Bond showing the "Compounded
Amount" of the original principal amount plus initial premium, if any, per $5,000 Maturity Amount
compounded semiannually at the yield shown on such table."
C. the Initial Premium Compound Interest Bond shall be numbered "TPC -1."
Section 7. TAX LEVY. A special Interest and Sinking Fund (the "Interest and Sinking
Fund") is hereby created solely for the benefit of the Bonds, and the Interest and Sinking Fund
shall be established and maintained by the City at an official depository bank of the City. The
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 Bonds. All ad valorem
taxes levied and collected for and on account of the Bonds shall be deposited, as collected, to the
credit of the Interest and Sinking Fund. During each year while any of the Bonds or interest
thereon are outstanding and unpaid, the governing body of the City shall compute and ascertain a
rate and amount of ad valorem tax which will be sufficient, within the limit prescribed by law, to
raise and produce the money required to pay the interest on the Bonds as such interest comes due,
and to provide and maintain a sinking fund adequate to pay the principal of the Bonds as such
principal matures (but never less than 2% of the original principal amount of the Bonds as a sinking
fund each year); and the tax shall be based on the latest approved tax rolls of the City, with full
allowance being made for tax delinquencies and the cost of tax collection. The rate and amount
of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property
in the City for each year while any of the Bonds or interest thereon are outstanding and unpaid;
and the tax shall be assessed and collected each such year and deposited to the credit of the Interest
and Sinking Fund. The ad valorem taxes sufficient to provide for the payment of the interest on
and principal of the Bonds, as such interest comes due and such principal matures, are hereby
pledged for such payment, within the limit prescribed by law. Accrued interest on the Bonds shall
be deposited in the Interest and Sinking Fund.
Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the pledge
of the ad valorem taxes granted by the City under this Section, and is therefore valid, effective,
and perfected. If Texas law is amended at any time while the Bonds are outstanding and unpaid
such that the pledge of the ad valorem taxes granted by the City under this Section is to be subject
to the filing requirements of Chapter 9, Business & Commerce Code, then in order to preserve to
the Owners of the Bonds the perfection of the security interest in said pledge, the City agrees to
take such measures as it determines are reasonable and necessary under Texas law to comply with
the applicable provisions of Chapter 9, Business & Commerce Code and enable a filing to perfect
the security interest in said pledge to occur.
*To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds
is inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language
in the Pricing Certificate shall be used in the executed Bonds.
Georgetown\GORefg\17\Del: Ordinance 19
Section 8. ESTABLISHMENT OF ESCROW FUND. (a) Use of Funds. The City
hereby covenants that the proceeds of the sale of the Bonds will be used as soon as practicable for
the purposes for which the Bonds are issued.
(b) Security for Funds. All funds created by this Ordinance shall be secured in the
manner and to the fullest extent required by law for the security of funds of the City.
(c) Maintenance of Funds. Any funds created pursuant to this Ordinance, other than
the Escrow Fund, may be created as separate funds or accounts or as subaccounts of the City's
General Fund held by the City's depository, and, as such, not held in separate bank accounts, such
treatment shall not constitute a commingling of the monies in such funds or of such funds and the
City shall keep full and complete records indicating the monies and investments credited to each
such fund.
(d) Escrow Fund. A portion of the proceeds of the Bonds, together with any cash
contribution, in an amount necessary to refund the Refunded Obligations shall be deposited in the
Escrow Fund created and governed by the terms of the Escrow Agreement.
Section 9. DEFEASANCE OF BONDS (a) Any Bond and the interest thereon shall be
deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of
this Ordinance, except to the extent provided in subsections (c) and (e) of this Section, when
payment of the principal of such Bond, plus interest thereon to the due date or dates (whether such
due date or dates be by reason of maturity, upon redemption, or otherwise) either (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 the establishment of irrevocable provisions for the giving of such
notice) 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 an eligible trust company or commercial
bank 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 an eligible
trust company or commercial bank for the payment of its services until all Defeased Bonds shall
have become due and payable or (3) any combination of (1) and (2). At such time as a Bond shall
be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond 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 Bond, 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 Bond
as aforesaid when proper notice of redemption of such Bonds shall have been given or upon the
establishment of irrevocable provisions for the giving of such notice, in accordance with this
Georgetown\GORefg\17\Del: Ordinance 20
Ordinance. Any money so deposited with the Paying Agent/Registrar or an eligible trust
company or commercial bank as provided in this Section may at the discretion of the City 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 an eligible trust company or commercial bank pursuant to this Section which is not required for
the payment of such Bond and premium, if any, and interest thereon with respect to which such
money has been so deposited, shall be remitted to the City.
(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 Bonds and
premium, if any, and interest thereon, shall be applied to and used solely for the payment of the
particular Bonds and premium, if any, and interest thereon, with respect to which such money or
Defeasance Securities have been so set aside in trust. Until all Defeased Bonds shall have become
due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar
for such Defeased Bonds 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 an eligible trust
company or commercial bank pursuant to this Section for the payment of Bonds and such Bonds
shall not have in fact been actually paid in full, no amendment of the provisions of this Section
shall be made without the consent of the registered owner of each Bond affected thereby.
(e) Notwithstanding the provisions of subsection (a) immediately above, to the extent that,
upon the defeasance of any Defeased Bond to be paid at its maturity, the City retains the right
under Texas law to later call that Defeased Bond for redemption in accordance with the provisions
of this Ordinance, the City may call such Defeased Bond 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 Bond as though it was being defeased at the time of the
exercise of the option to redeem the Defeased Bond and the effect of the redemption is taken into
account in determining the sufficiency of the provisions made for the payment of the Defeased
Bond.
Section 10. DAMAGED MUTILATED LOST STOLEN OR DESTROYED
BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated,
lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and
delivered, a new Bond of the same principal amount, maturity, and interest rate, as the damaged,
mutilated, lost, stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter
provided.
(b) Application for Replacement Bonds. Application for replacement of damaged,
mutilated, lost, stolen, or destroyed Bonds shall be made by the Registered Owner thereof to the
Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the Registered
Owner applying for a replacement bond 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
Georgetown\GORefg\17\De1: Ordinance 21
loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond,
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 Bond, as the case may be. In every case of
damage or mutilation of a Bond, the Registered Owner shall surrender to the Paying
Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in
the event any such Bond shall have matured, and no default has occurred which is then continuing
in the payment of the principal of, redemption premium, if any, or interest on the Bond, the City
may authorize the payment of the same (without surrender thereof except in the case of a damaged
or mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is
furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement
Bond, the Paying Agent/Registrar shall charge the Registered Owner of such Bond with all legal,
printing, and other expenses in connection therewith. Every replacement Bond issued pursuant
to the provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed
shall constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed
Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the
benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued
under this Ordinance.
(e) Authority for Issuing Replacement Bonds. In accordance with Subchapter B of
Texas Government Code, Chapter 1206, this Section of this Ordinance shall constitute authority
for the issuance of any such replacement Bond without necessity of further action by the governing
body of the City or any other body or person, and the duty of the replacement of such Bonds is
hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar
shall authenticate and deliver such Bonds in the form and manner and with the effect, as provided
in Section 4(a) of this Ordinance for Bonds issued in conversion and exchange for other Bonds.
Section 11. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE
PROVISION, IF OBTAINED. The Pricing Officer is hereby authorized to have control of the
Bonds initially issued and delivered hereunder and all necessary records and proceedings
pertaining to the Bonds pending their delivery and their investigation, examination, and approval
by the Attorney General of the State of Texas, and their registration by the Comptroller of Public
Accounts of the State of Texas. Upon registration of the Bonds the Comptroller of Public
Accounts (or a deputy designated in writing to act for the Comptroller) shall manually sign the
Comptroller's Registration Certificate attached to such Bonds, and the seal of the 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 Bonds issued and delivered under this Ordinance, but neither shall have any legal effect,
and shall be solely for the convenience and information of the Registered Owners of the Bonds.
In addition, if bond insurance or other credit enhancement is obtained, the Bonds may bear an
appropriate legend.
Georgetown\GORefg\ 17\Del: Ordinance 22
Section 12. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THE TAX-EXEMPT 130N DS. (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
tax-exempt Bonds 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 Issuer covenants as follows:
(1) to use all proceeds of the tax-exempt Bonds for the payment of principal, interest
and redemption premium, if any, on the Refunded Obligations;
(2) to take any action to assure that no more than 10 percent of the proceeds of the
Bonds or the Refunded Obligations or the projects financed or refinanced therewith (less
amounts deposited to a reserve fund, if any) are used for any "private business use," as
defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds of the
Bonds or the Refunded Obligations or the projects financed or refinanced 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 Bonds, in contravention of section 141(b)(2) of the Code;
(3) 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 Bonds or the
Refunded Obligations or the projects financed or refinanced 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;
(4) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve
fund, if any) is directly or indirectly used to finance loans to persons, other than state or
local governmental units, in contravention of section 141(c) of the Code;
(5) to refrain from taking any action which would otherwise result in the Bonds
being treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(6) to refrain from taking any action that would result in the Bonds being "federally
guaranteed" within the meaning of section 149(b) of the Code;
(7) to refrain from using any portion of the proceeds of the Bonds, 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 Bonds, other than investment property acquired
with --
(A) proceeds of the Bonds invested for a reasonable temporary period of 3
years or less or, in the case of a refunding bond, for a period of 90 days or less for
Georgetown\GORefg\t 7\Del: Ordinance 23
current refundings and 30 days or less for advance refundings until such proceeds
are needed for the purpose for which the Bonds are issued,
(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
Bonds;
(8) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as
proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene
the requirements of section 148 of the Code (relating to arbitrage) and, to the extent
applicable, section 149(d) of the Code (relating to advance refundings); and
(9) to pay to the United States of America at least once during each five-year
period(beginning on the date of delivery of the Bonds) 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 Bonds have been
paid in full, 100 percent of the amount then required to be paid as a result of Excess
Earnings under section 148(f) of the Code.
(b) Rebate Fund. In Ordinance to facilitate compliance with the above covenant (9), a
"Rebate Fund" is hereby established by the City for the sole benefit of the United States of
America, and such fund shall not be subject to the claim of any other person, including without
limitation the bondholders. The Rebate Fund is established for the additional purpose of
compliance with section 148 of the Code.
(c) Proceeds. The City understands that the term "proceeds" includes "disposition
proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred
proceeds (if any) and proceeds of the refunded bonds not expended prior to the date of issuance of
the Bonds. It is the understanding of the City that the covenants contained herein are intended to
assure compliance with the Code and any regulations or rulings promulgated by the U.S.
Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter
promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the City
will not be required to comply with any covenant contained herein to the extent that such failure
to comply, *in the opinion of nationally recognized bond counsel, will not adversely affect the
exemption from federal income taxation of interest on the Bonds under section 103 of the Code.
In the event that regulations or rulings are hereafter promulgated which impose additional
requirements which are applicable to the Bonds, the City agrees to comply with the additional
requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to
preserve the exemption from federal income taxation of interest on the Bonds under section 103
of the Code. In furtherance of such intention, the City hereby authorizes and directs the Mayor 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
Georgetown\GORefg\17\De1: Ordinance 24
the issuance of the Bonds. This Ordinance is intended to satisfy the official intent requirements
set forth in Section 1.150-2 of the Treasury Regulations.
(d) Disposition of Project. The City covenants that the property constituting the projects
financed or refunded with the proceeds of the Bonds will not be sold or otherwise disposed in a
transaction resulting in the receipt by the City of cash or other compensation, unless the City
obtains an opinion of nationally -recognized bond counsel that such sale or other disposition will
not adversely affect the tax-exempt status of the Bonds. For purposes of this subsection, the portion
of the property comprising personal property and disposed 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 13. APPROVAL OF OFFERING DOCUMENTS PAYING
AGENUREGISTRAR AGREEMENT AND ESCROW AGREEMENT. The Pricing
Officer is hereby authorized to approve the Preliminary Official Statement, the Official Statement
relating to the Bonds and any addenda, supplement or amendment thereto and to deem such
documents final in accordance with Rule 15c2-12. The City further approves the distribution of
such Official Statement in the reoffering of the Bonds by the underwriters in final form, with such
changes therein or additions thereto as the Pricing Officer executing the same may deem advisable,
such determination to be conclusively evidenced by his execution thereof.
The Paying Agent/Registrar Agreement by and between the City and the Paying
Agent/Registrar ("Paying Agent Agreement") in substantially the form and substance previously
approved by the City Council is hereby approved and the Pricing Officer is hereby authorized and
directed to complete, amend, modify and execute the Paying Agent Agreement as necessary.
The discharge and defeasance of Refunded Obligations shall be effectuated pursuant to the
terms and provisions of an Escrow Agreement, in the form and containing the terms and provisions
as shall be approved by a Pricing Officer, including any insertions, additions, deletions, and
modifications as may be necessary (a) to carry out the program designed for the City by the
underwriters or purchaser, (b) to maximize the City's present value savings and/or to minimize the
City's costs of refunding, (c) to comply with all applicable laws and regulations relating to the
refunding of the Refunded Obligations and (d) to carry out the other intents and purposes of this
Ordinance; and, the Pricing Officer is hereby authorized to select the Escrow Agent and to execute
and deliver such Escrow Agreement, on behalf of the City, in multiple counterparts.
To maximize the City's present value savings and to minimize the City's costs of refunding,
the City hereby authorizes and directs that certain of the Refunded Obligations shall be called for
redemption prior to maturity in the amounts, at the dates and at the redemption prices set forth in
the Pricing Certificate, and the Pricing Officer is hereby authorized and directed to take all
necessary and appropriate action to give or cause to be given a notice of redemption to the holders
or paying agent/registrars, as appropriate, of such Refunded Obligations, in the manner required
by the documents authorizing the issuance of such Refunded Obligations.
Georgetown\GORefg\17\Del: Ordinance 25
The Pricing Officer and the Escrow Agent are each hereby authorized (a) to subscribe for,
agree to purchase, and purchase Defeasance Securities that are permitted investments for a
defeasance escrow established to defease Refunded Obligations, and to execute any and all
subscriptions, purchase agreements, commitments, letters of authorization and other documents
necessary to effectuate the foregoing, and any actions heretofore taken for such purpose are hereby
ratified and approved, and (b) to authorize such contributions to the escrow fund as are provided
in the Escrow Agreement.
Section 14. INSURANCE PROVISIONS. In connection with the sale of the Bonds, the
City may obtain municipal bond insurance policies from one or more recognized municipal bond
insurance organizations (the "Bond Insurer" or 'Bond Insurers") to guarantee the full and complete
payment required to be made by or on behalf of the City on the Bonds. The Pricing Officer is
hereby authorized to sign a commitment letter or insurance agreement with the Bond Insurer or
Bond Insurers and to pay the premium for the bond insurance policies at the time of the delivery
of the Bonds to the initial purchaser out of the proceeds of sale of the Bonds or from other available
funds and to execute such other documents and certificates as necessary in connection with the
bond insurance policies as the Pricing Officer may deem appropriate. Printing on the Bonds
covered by the bond insurance policies a statement describing such insurance, in form and
substance satisfactory to the Bond Insurer and the Pricing Officer, is hereby approved and
authorized. The Pricing Certificate may contain provisions related to the bond insurance policies,
including payment provisions thereunder, and the rights of the Bond Insurer or Insurers, and any
such provisions shall be read and interpreted as an integral part of this Ordinance.
Section 15. 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 2017, financial information and operating data with
respect to the City of the general type included in the final Official Statement authorized by Section
13 of this Ordinance, being information of the type described in Exhibit "B" hereto, including
financial 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.
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
Georgetown\GORefg\17\De1: Ordinance 26
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) Certain 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 Bonds:
A. Principal and interest payment delinquencies;
B. Non-payment related defaults, if material within the meaning of the federal
securities laws;
C. Unscheduled draws on debt service reserves reflecting financial difficulties;
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 Bonds, or other
events affecting the tax status of the Bonds.
G. Modifications to rights of holders of the Bonds, if material within the meaning of
the federal securities laws;
H. Bond calls, if material within the meaning of the federal securities laws and tender
offers;
I. Defeasances;
J. Release, substitution, or sale of property securing repayment of the Bonds, if
material within the meaning of the federal securities laws;
K. Rating changes;
L. Bankruptcy, insolvency, receivership or similar event of the City;
M. The consummation of a merger, consolidation, or acquisition involving the City or
the sale of all or substantially all of the assets of the City, other than in the ordinary course
of business, the entry into a definitive agreement to undertake such an action or the
termination of a definitive agreement relating to any such actions, other than pursuant to
its terms, if material within the meaning of the federal securities laws; and
Georgetown\GORefg\17\De1: Ordinance 27
N. Appointment of a successor or additional trustee or the change of name of a trustee,
if material within the meaning of the federal securities laws.
The City shall notify the MSRB, in an electronic format as prescribed by the MSRB, in a
timely manner, of any failure by the City to provide financial information or operating data in
accordance with subsection (a) of this Section by the time required by such subsection. All
documents provided to the MSRB pursuant to this Section shall be accompanied by identifying
information as prescribed by the MSRB.
(c) Limitations Disclaimers and Amendments. The City shall be obligated to
observe 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 Bonds within the meaning of the Rule,
except that the City in any event will give notice of any deposit made in accordance with Section
9 of this Ordinance that causes the Bonds no longer to be outstanding.
The provisions of this Section are for the sole benefit of the holders and beneficial owners
of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or
equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide
only the financial information, operating data, financial statements, and notices which it has
expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any
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 Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
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 Bonds in accordance with the Rule as amended.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
Georgetown\GORcfg\17\De1: Ordinance 28
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 Bonds in the
primary offering of the Bonds in compliance with the Rule, taking into account any amendments
or interpretations of the Rule since such offering as well as such changed circumstances and (2)
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
Bonds 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 Bonds. 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 Bonds in the primary offering of the Bonds.
Section 16. 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 Ordinance 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 Bonds, (vi) obtain the approval
of the Attorney General of the State Texas, or (vii) make such other provisions in regard to matters
or questions arising under this Ordinance as shall not be inconsistent with the provisions of this
Ordinance and that shall not in the opinion of the City's Bond Counsel materially adversely affect
the interests of the holders.
(b) Except as provided in paragraph (a) above, the holders of Bonds aggregating in
principal amount 51% of the aggregate principal amount of then outstanding Bonds 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 Bonds,
nothing herein contained shall permit or be construed to permit amendment of the terms and
conditions of this Ordinance or in any of the Bonds so as to:
(1) Make any change in the maturity of any of the outstanding Bonds;
Georgetown\GORefg\17\De1: Ordinance 29
(2) Reduce the rate of interest borne by any of the outstanding Bonds;
(3) Reduce the amount of the principal of, or redemption premium, if any,
payable on any outstanding Bonds;
(4) Modify the terms of payment of principal or of interest or redemption
premium on outstanding Bonds or any of them or impose any condition with respect
to such payment; or
(5) Change the minimum percentage of the principal amount of any series of
Bonds necessary for consent to such amendment.
(c) If at any time the City shall desire to amend this Ordinance under this Section, the
City shall send by U.S. mail to each registered owner of the affected Bonds 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 Bonds.
(d) Whenever at any time within one year from the date of publication of such notice
the City shall receive an instrument or instruments executed by the holders of at least 51% in
aggregate principal amount of all of the Bonds then outstanding that are required for the
amendment, which instrument or instruments shall refer to the proposed amendment and that shall
specifically consent to and approve such amendment, the City may adopt the amendment in
substantially the same form.
(e) 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 Bonds shall thereafter be determined, exercised, and enforced, subject in all
respects to such amendment.
(f) Any consent given by the holder of a Bond 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
same Bond 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 Bonds then outstanding, have, prior to the
attempted revocation, consented to and approved the amendment.
Section 17. 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:
Georgetown\GORefg\17\De1: Ordinance 30
(i) the failure to make payment of the principal of or interest on any of the Bonds
when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the City, the failure to perform which materially, adversely affects the rights
of the Registered Owners of the Bonds, including, but not limited to, their prospect or
ability to be repaid in accordance with this Ordinance, and the continuation thereof for a
period of 60 days after notice of such default is given by any Registered Owner to the City.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any
Registered Owner or an authorized representative thereof, including, but not limited to, a
trustee or trustees therefor, may proceed against the City, or any official, officer or
employee of the City in their official capacity, for the purpose of protecting and enforcing
the rights of the Registered Owners under this Ordinance, by mandamus or other suit,
action or special proceeding in equity or at law, in any court of competent jurisdiction, for
any relief permitted by law, including the specific performance of any covenant or
agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or
in violation of any right of the Registered Owners hereunder or any combination of such
remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for
the equal benefit of all Registered Owners of Bonds then outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and
shall be in addition to 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
Georgetown\GORefg\17\De1: Ordinance 31
provision of this Ordinance, or because of any Event of Default or alleged Event of Default
under this Ordinance.
Section 18. NO RECOURSE AGAINST CITY OFFICIALS. No recourse shall be
had for the payment of principal of or interest on the Bonds or for any claim based thereon or on
this Ordinance against any official of the City or any person executing any Bonds.
Section 19. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby
authorizes the disbursement of a fee equal to the lesser of (i) one-tenth of one percent of the
principal amount of the Bonds 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 Bonds.
Section 20. 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 Ordinance to carry out the terms and provisions of this Ordinance, the
Bonds, the initial sale and delivery of the Bonds, the Paying Agent/Registrar Agreement, the Bond
Purchase Agreement and the Official Statement. In addition, prior to the initial delivery of the
Bonds, the Pricing Officer, Chief Financial Officer of the City and Bond Counsel are hereby
authorized and directed to approve any changes or corrections to this Ordinance or to any of the
instruments authorized and approved by this Ordinance necessary in Ordinance 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 or (ii) obtain the approval
of the Bonds by the Texas Attorney General's office.
In case any officer of the City whose signature shall appear on any Bond shall cease to be
such officer before the delivery of such Bond, such signature shall nevertheless be valid and
sufficient for all purposes the same as if such officer had remained in office until such delivery.
Section 21. INTERPRETATIONS. All terms defined herein and all pronouns used in
this Ordinance shall 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 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 Bonds and the validity of the lien on and pledge to secure the payment of the Bonds.
Section 22. INCONSISTENT PROVISIONS. All ordinances or resolutions, or parts
thereof, which are in conflict or inconsistent with any provisions of this Ordinance are hereby
Georgetown\GORcfg\17\De1: Ordinance 32
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 23. 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 Bonds, any right, remedy or claim under or by reason
of this Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations,
promises and agreements in this Ordinance contained by and on behalf of the City shall be for the
sole and exclusive benefit of the City and the registered owners of the Bonds.
Section 24. NO PERSONAL LIABILITY. No covenant or agreement contained in the
Bonds, this Ordinance or any corollary instrument shall be deemed to be the covenant or agreement
of any member of the City Council or any officer, agent, employee or representative of the City
Council in his individual capacity, and neither the directors, officers, agents, employees or
representatives of the City Council nor any person executing the Bonds shall be personally liable
thereon or be subject to any personal liability for damages or otherwise or accountability by reason
of the issuance thereof, or any actions taken or duties performed, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or penalty, or
otherwise, all such liability being expressly released and waived as a condition of and in
consideration for the issuance of the Bonds.
Section 25. SEVERABILITY. The provisions of this Ordinance are severable; and in
case any one or more of the provisions of this Ordinance or the application thereof to any person
or circumstance should be held to be invalid, unconstitutional, or ineffective as to any person or
circumstance, the remainder of this Ordinance nevertheless shall be valid, and the application of
any such invalid provision to persons or circumstances other than those as to which it is held
invalid shall not be affected thereby.
Georgetown\GORefg\17\De1: Ordinance 33
IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and
approved on the first and final reading on the 10th day of October, 2017.
THE CITY OF GEORGETOWN:
C L r"
Dale Ross, Mayor
City of Georgetown, Texas
ATTEST:
Shelley Now ' _, City ecret
APPROVED AS TO FORM:
Z;;-.2
Charlie McNa b, City Attorney
Georgetown\GORefg\ 17\De I: Ordinance
EXHIBIT A
DEFINITIONS
As used in this Ordinance, the following terms and expressions shall have the meanings set
forth below, unless the text hereof specifically indicates otherwise:
"Accountant" means an independent certified public accountant or accountants or a firm of
an independent certified public accountants, in either case, with demonstrated expertise and
competence in public accountancy.
"Accreted Value" means, with respect to a Premium Compound Interest Bond, as of any
particular date of calculation, the original principal amount thereof, plus all interest accrued and
compounded to the particular date of calculation, as determined in accordance with the Pricing
Certificate and the Accretion Table attached as an exhibit to the Pricing Certificate relating to the
respective Bonds that shows the Accreted Value per $5,000 maturity amount on the calculation
date of maturity to its maturity.
"Accretion Table" means the exhibit attached to the Pricing Certificate that sets forth the
rounded original principal amounts at the Issuance Date for the Premium Compound Interest
Bonds and the Accreted Values and maturity amounts thereof as of each Compounding Date until
final maturity.
"Authorized Denominations" means the denomination of $5,000 or any integral multiple
thereof with respect to the Current Interest Bonds and in the denomination of $5,000 in maturity
amount or any integral multiple thereof with respect to the Premium Compound Interest Bonds.
"Bond Insurer" or "Insurer" means the provider of a municipal bond insurance policy, if
any, for the Bonds as determined by the Pricing Officer in the Pricing Certificate or any other
entity that insures or guarantees the payment of principal and interest on any Bonds.
"Bonds" means the Bonds and includes collectively the Premium Compound Interest
Bonds and Current Interest Bonds initially issued and delivered pursuant to this Bond order and
the Pricing Certificate and all substitute Bonds exchanged therefor, as well as all other substitute
bonds and replacement bonds issued pursuant hereto, and the term 'Bond" shall mean any of the
Bonds.
"Book -Entry -Only System" means the book -entry system of bond registration provided in
Section 5, or any successor system of book -entry registration.
"Business Day" means any day which is not a Saturday, Sunday or a day on which the
Paying Agent/Registrar is authorized by law or executive order to remain closed.
Georgetown: GORefg\17\Del:Ordinance A-1
"Cede & Co. " means the designated nominee and its successors and assigns of The
Depository Trust Company, New York.
"City" and "Issuer" mean the City of Georgetown, Texas, and where appropriate, the City
Council.
"City Council" means the governing body of the City.
"Closing Date" means the date of initial delivery of and payment for the Bonds.
"Compounded Amount" means, with respect to a Premium Compound Interest Bond, as of
any particular date of calculation, the original principal amount thereof plus all interest accrued
and compounded to the particular date of calculation.
"Compounding Dates" means the dates on which interest is compounded on the Premium
Compound Interest Bonds as set forth in the Accretion Table attached to the Pricing Certificate.
"Current Interest Bonds" means the Bonds paying current interest and maturing in each of
the years and in the aggregate principal amounts set forth in the Pricing Certificate.
"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 Bonds are rated as
to investment quality by a nationally recognized investment rating firm not less than "AAA" or its
equivalent, (iii) noncallable obligations of a state or an agency or a county, municipality, or other
political subdivision of a state that have been refunded and that, on the date the City 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 Bonds, are rated as to investment quality by a
nationally recognized investment rating firm no less than "AAA" or its equivalent, and (iv) any
other then authorized securities or obligations under applicable State law that may be used to
defease obligations such as the Bonds. The foregoing notwithstanding, the Pricing Officer may
elect in the Pricing Certificate to modify the definition of "Defeasance Securities" by eliminating
any securities or obligations set forth in the preceding sentence upon determining that it is in the
best interests of the City to do so.
"Depository" means one or more official depository banks of the City.
"DTC" means The Depository Trust Company, New York, New York and its successors
and assigns.
"DTC Participant" means securities brokers and dealers, banks, trust companies, 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.
Georgetown: GORefg\17\Del: Ordinance A-2
"Escrow Agent" means the financial institution selected by the Pricing Officer to perform
such function in the Pricing Certificate or any successor escrow agent under the Escrow
Agreement.
"Escrow Agreement" means the agreements by and between the City and the Escrow Agent
relating to refunding the Refunded Obligations and the cash defeasance, respectively.
"Federal Securities" as used herein means direct, noncallable obligations of the United
States of America, including obligations that are unconditionally guaranteed by the United States
of America.
"Fiscal Year" means the twelve-month accounting period used by the City currently ending
on September 30 of each year, which may be any twelve consecutive month period established by
the City.
"Holder," "Holders," "Owners" or "Registered Owners" means any person or entity in
whose name a Bond is registered in the Register, for any Bonds.
"Initial Bonds" means the Bonds authorized, issued, and initially delivered as provided in
Section 4 of this Ordinance.
"Insurance Policy" means an insurance policy, if any, issued by any insurer guaranteeing
the scheduled principal of and interest on the Bonds when due.
"Interest and Sinking Fund' means the special fund maintained by the provisions of Section
7 of this Ordinance.
"Interest Payment Date" means a date on which interest on the Bonds is due and payable.
"Issuance Date" means the date of delivery of the related Series of the Bonds.
"MSRB" means the Municipal Securities Rulemaking Board.
"Ordinance" means this ordinance finally adopted by the City Council on October 10,
2017.
"Outstanding", when used with respect to Bonds, means, as of the date of determination,
all Bonds theretofore delivered under this Ordinance, except:
(1) Bonds theretofore cancelled and delivered to the City or delivered to the Paying
Agent/Registrar for cancellation;
(2) Bonds deemed paid pursuant to the provisions of Section 9 of this Ordinance;
(3) Bonds upon transfer of or in exchange for and in lieu of which other Bonds have been
authenticated and delivered pursuant to this Ordinance
Georgetown: GORefg\17\Del:Ordinance A-3
(4) Bonds under which the obligations of the City have been released, discharged or
extinguished in accordance with the terms thereof.
"Permitted Investments" means any security or obligation or combination thereof permitted
under the Public Funds Investments Act, Chapter 2256, Texas Government Code, as amended or
other applicable law.
"Premium Compound Interest Bonds" means the Bonds on which no interest is paid prior
to maturity, maturing in various amounts and in the aggregate principal amount as set forth in the
Pricing Certificate.
"Pricing Certificate" means the Pricing Certificate of the City's Pricing Officer to be
executed and delivered pursuant to Section 4 hereof in connection with the issuance of the Bonds.
"Pricing Officer" means the Mayor, acting as the designated pricing officer of the City to
execute the Pricing Certificate. In the absence of the Mayor, the Mayor Pro -Tem may act as the
designated pricing officer of the City to execute the Pricing Certificate.
"Rating Agency" means any nationally recognized securities rating agency which has
assigned, at the request of the City, a rating to the Bonds.
"Record Date" means Record Date as defined in Section 6 the Form of Bonds and each
Pricing Certificate.
"Redemption Date" means a date fixed for redemption of any Bond pursuant to the terms
of this Ordinance and each Pricing Certificate.
"Refunded Obligations" means those Refundable Obligations designated by the Pricing
Officer in the Pricing Certificate to be refunded.
"Refundable Obligations" means all or a portion of the City's outstanding debt obligations.
"Register" or "Registration Books" means the registry system maintained on behalf of the
City by the Registrar in which are listed the names and addresses of the Registered Owners and
the principal amount of Bonds registered in the name of each Registered Owner.
"Replacement Bonds" means the Bonds authorized by the City to be issued in substitution
for lost, apparently destroyed, or wrongfully taken Bonds as provided in Section 10 of this
Ordinance.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"Series" means any designated series of Bonds issued pursuant to this Ordinance.
Georgetown: GORcfg\17\De1: Ordinance A-4
"Taxable Bonds" means the Bonds bearing interest at a taxable rate.
"Tax -Exempt Bonds" means the Bonds bearing interest which is excludable from gross
income for federal taxation purposes pursuant to Section 103 of the Internal Revenue Code.
"Taxable Series" means each Series of Bonds bearing interest at a taxable rate.
"Tax -Exempt Series" means each Series of Tax Exempt Bonds.
Georgetown: GORefg\17\Del:Ordinance A-5
EXHIBIT B
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 15 of this Ordinance.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements contained in the Official Statement.
Georgetown: GORcfg\17\Del: Ordinance B-1