HomeMy WebLinkAboutORD 2010-08 - 2010 Cert of Obligation BondCERTIFICATE FOR ORDINANCE NO. t- Q
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
CITY OF GEORGETOWN §
We, the undersigned officers and members of the City of Georgetown, Texas (the "City"),
hereby certify as follows
1 M The City Council of the City convened in REGULAR MEETING ON THE 27TH
DAY OF APRIL, 2010, at Council Chambers, 101 E. 7th Street, Georgetown, Texas (the
"Meeting"), and the roll was called of the duly constituted officers and members of the City, to -wit:
George Garver, Mayor
Gabe Sansing, Mayor Pro Tem, Councilmember District 2
Patty Eason, Councilmember District l
Keith Brainard, Councilmember District 3
Bill Sattler, Councilmember District 4
Pat Berryman, Councilmember District 5
Dale Ross, Councilmember District 6
Ben Oliver, Councilmember District 7
and all of the persons were present, except the following absentees: thus constituting
a quorum. Whereupon, among other business, the following was transacted at the Meeting: a written
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS
COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION. SERIES
20109 AlORIZING THE LEVY OF AN AD VALOREM TAX AND THE PLEDGE OF
CERTAIN REVENUES IN SUPPORT OF THE CERUN I W ICATES; APPROVING AN
OFFICIAL STATEMENT, A PAYING AGENT/.REGISTRAR AGREEMENT AND
of 0 1 AGREEMENTS RELATED TO THE SALE AND ISSUANCE OF THE
CER CATES: AND AUTHORIZING OTHER MATTERS RELATED TO THE
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TIFI
ISSUANCE OF THE CERTIFICATE S
was duly introduced for the consideration of the City Council. It was then duly moved and seconded
that the Ordinance be passed on first reading; and, after due discussion, said motion carrying with it
the passage of the Ordinance, prevailed and carried by the following vote:
AYES: NOES
2. A true, full and correct copy of the Ordinance passed at the Meeting described in the
above and foregoing paragraphs is attached to and follows this Certificate; that the Ordinance has
been duly recorded in the City Council's minutes of the Meeting; that the above and foregoing
paragraphs are a true, full and correct excerpt from the City Council's minutes of the Meeting
GTO WN\CO\2010: OrdCert
pertaining to the passage of the Ordinance; that the persons named in the above and foregoing
paragraphs are the duly chosen, qualified and acting officers and members of the City Council as
indicated therein; that each of the officers and members of the City Council was duly and sufficiently
notified officially and personally, in advance, of the time, place and purpose of the Meeting, and that
the Ordinance would be introduced and considered for passage at the Meeting, and each of the
officers and members consented, in advance, to the holding of the Meetings for such purpose, and
that the Meeting was open to the public and public notice of the time, place and purpose of the
meeting was given, all as required by Chapter 551, Texas Government Code.
3. The Mayor of the City has approved and hereby approves the Ordinance; that the
Mayor and the City Secretary of the City have duly signed the Ordinance; and that the Mayor and the
City Secretary of the City hereby declare that their signing of this Certificate shall constitute the
signing of the attached and following copy of the Ordinance for all purposes.
GTOWN\CO\2010: OrdCert
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`ORDINANCE AUTHORIZING THE ISSUANCE OF CITV OF CwF.ORGF,TOWN_ TF.XA
COMBINATION TAX AND REVENUE CERCH W ICATES OF OBLIGATION, S
2010; A ORIZING THE LEVY OF AN AD VALOREM TAX AX AND THE PLEDGE OF
CERTAIN REVENUES IN SUPPORT OF CERTI
FICATES; CATES; APPROVING AN
OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT, AND
O �M1�� AGREEMENTS RELATED TO THE SALE AND ISSUANCE OF THE
CER GATES: AND A ORIZING 0 , MATTERS RFLATED TO T14F
i 01
IIJI 1� :1
:Recitals ... , .
Section 1. RECITALS AND PURPOSE OF THE CERTIFICATES ................. 2
Section 2, DESIGNATION, DATE, DENOMINATIONS,ONS, NUMBERS, ANDMATURITIES OF CERTIFICATES ....... ....................... 2
Section 3. INTEREST ........... ............................... 3
Section 4. CHARACTERISTICS OF THE CERTIFICATES ...................... 3
(a) Registration, Transfer, Conversion :and. Exchange,* Authentication .:....:..... 3
(b) Payment of Certificates and Interest ......:.... *souse ...... 4
(c) In General .:............. ................................... 5
(d) Substitute Paying Aaent/Registrar ........ 5
............. ..........
(e) Book-EntryommOnly System ............................ 5
(f) Successor Securities Depository, Transfer Outside Book-EntryammOnly System ... 6
(g) Payments to Cede & Co. ....................... -
(h) Initial Certificate .... ....:..............:....................... 7
Section 5. FOB OF CERTIFICATE ....................................... 7
Section 6. INTERES'T A►ND SINKING FLU .....:......................... 16
Section 7. REVENUES .. ... .........:........some 16
......... .
..Section 8. DEFEASANCE OF CERTIFICATES ..........:...............:.. 16
.Section 9. DAMA.GED, MUTILATED, LOST, .STOLEN, OR DESTROYED
CERTIFICATES ..................... .. 18
(a) Replacement Certificates `........... , ............. .. ........... 18 -
(b) Application for Replacement Certificates ......................... 18
(c) No Default Occurred ................. .................... 18
(d) Charge for. Issuing Replacement Certificates ............ `.............. 19
(e) Authority for Issuing Replacement Certificates .:.................... 19
Section 0. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES;
BOND COUNSEL'S OPINION; CUSIP ERS ANDCONTINGENT INSURANCE PROVISION, IF OBTAINED .......... 19 -
Section 11. COVENANTS REGARDING TAX EXEMPTION OF
INTEREST ON THE CERTIFICATES .............................. 19
(a) Covenants....................................................19
(b) Rebate Fund ................................................... 21
(c) Proceeds......................................................21
(d) Allocation Of, and Limitation On, Expenditures for the Project ............. 21
(e) Disposition of Project ............................................ 22
Section 12. SALE OF CERTIFICATES, OFFICIAL STATEMENT ................. 22
Section 13. DEFAULT AND REMEDIES ..................................... 22
Section 14. INTEREST EARNINGS ON CERTIFICATE PROCEED ................ 24
Section 15, APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT
LETTER OF REPRESENTATIONS AND OFFICIAL STATEMENT ...... 24
Section 16. CONTINUING DISCLOSURE UNDERTAKING ...................... 24
(a) Annual Reports................................................24
(b) Material Event Notices ........................................... 25
(c) Limitations, Disclaimers, and Amendments ............................ 26
(d) Definitions.................................................... 27
Section 17, ADDITIONAL BOND INSURANCE PROVISIONS ................... 27
Section 18, NO RECOURSE AGAINST CITY OFFICIALS ....................... 27
Section 19, FURTHER ACTIONS ........................................... 27
Section 20. INTERPRETATIONS ........................................... 28
. INCONSISTENT PROVISIONS ................................... 28
Section 21
Section 22. INTERESTED PARTIES ........................................ 28
Section 23. INCORPORATION OF RECITALS ................................ 28
Section 24. SEVERABILITY............................................... 28
Section 25. REPEALER ................................................... 28
Section 26. EFFECTIVE DATE ............................................. 28
Section 27. PERFECTION ................................................. 28
Section 28, PAYMENT OF ATTORNEY GENERAL FEE .................... 28
Exhibit A Paying Agent/Registrar Agreement
Exhibit B Description of Annual Financial Information
ii
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS
COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES
2010; AUTHORIZING THE LEVY OF AN AD VALOREM TAX AND THE PLEDGE OF
CERTAIN REVENUES IN SUPPORT OF THE CERTIFICATES; APPROVING AN
OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT AND
OTHER AGREEMENTS RELATED TO THE SALE AND ISSUANCE OF THE
CERTIFICATES; AND AUTHORIZING OTHER MATTERS RELATED TO THE
ISSUANCE OF THE CERTIFICATES
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
CITY OF GEORGETOWN §
WHEREAS, the City Council of the City of Georgetown, Texas (the "City") deems it
advisable to issue certificates of obligation in the amount of $6,575,000 (the "Certificates") and finds
that the payment in whole or in part of contractual obligations is in or to be incurred for: (1)
first phase of constructing and equipping Fire Station No. 5 including acquisition uisition of necessary sites
_ ry
(2) constructing and improving the City's drainage system; (3) constructing, improving,extendin
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expanding, upgrading and developing City streets, bridges, sidewalks, intersections and related traffic
improvements including purchasing any necessary rights -of -way and equipment; ment (4) acquisition of
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automated meter reading infrastructure and customer information system replacement; and 5
professional services including fiscal, engineering, architectural and legal fees and other such costs
incurred in connection therewith including the costs of issuing the Certificates; and
WHEREAS, the Certificates hereinafter authorized and designated are to be issued and
delivered for cash pursuant to Subchapter C of Chapter 271, Local Government Code, as amended
and Section 1502.052, Texas Government Code, as amended; and
WHEREAS, on March 23, 2010, the City Council passed a resolution authorizing and
directing the City Secretary to give notice of intention to issue Certificates; and
WHEREAS, the notice was published on March 27, 2010 and April 3, 2010 in the
Williamson County Sun, a newspaper of general circulation in the City pp
t and a "newspaper" er" as defined
in Section 2051.044, Government Code; and
WHEREAS, the City has not received a petition from the qualified electors of the City
protesting the issuance of the Certificates; and
l
WHEREAS, it is hereby officially found and determined that the meeting at which this
Ordinance was passed was open to the public, and public notice of the time, place and purpose of said
meeting was given, all as required by Chapter 551, Texas Government Code; and
WHEREAS, it is considered to be in the best interest of the City that the interest bearing
Certificates be issued.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN. TEXAS:
Section 1. RECITALS AND PURPOSE OF THE CERTIFICATES. (a) The recitals
set forth in the preamble hereof are incorporated by reference herein and shall have the same force
and effect as if set forth in this Section. The certificates of the City of Georgetown, Texas (the
"City") are hereby authorized to be issued and delivered in the aggregate principal amount of
$6, 575, 000 (the "Certificates"), the payment in whole or in part of contractual obligations incurred
or to be incurred for: (1) first phase of constructing and equipping Fire Station No. 5 including
acquisition of necessary sites; (2) constructing and improving the City's drainage system; (3)
constructing, improving, extending, expanding, upgrading and developing City streets, bridges,
sidewalks, intersections and related traffic improvements including purchasing any necessary rights
of -way and equipment; (4) acquisition of automated meter reading infrastructure and customer
information system replacement; and (5) professional services including fiscal, engineering,
architectural and legal fees and other such costs incurred in connection therewith including the costs
of issuing the Certificates.
(b) Vision Statement, The City Council hereby finds that the enactment of this Ordinance
and issuance of the Certificates complies with the Vision Statement of the City.
Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND
MATURITIES OF CERTIFICATES. Each Certificate issued pursuant to this Ordinance shall be
designated: "CITY OF GEORGETOVTN, TEXAS COMBINATION TAX AND REVEL
CERTIFICATE OF OBLIGATION, SERIES 2010, and initially there shall be issued, sold, and
delivered hereunder fully registered certificates, without interest coupons, dated April 15, 2010; in
the respective denominations and principal amounts hereinafter stated, numbered consecutively from
R.4 upward (except the initial Certificate delivered to the Attorney General of the State of Texas
which' shall be numbered T4), payable to the respective initial registered owners thereof (as
designated in Section 12 hereof), or to the registered assignee or assignees of said certificates or any
portion or portions thereof (in each case, the "Registered Owner"), and said certificates shall mature
and be payable serially on August 15 in each of the years and in the principal amounts, respectively,
as set forth in the following schedule:
GTOWN\C0\2010: Ordinance
2
YEAR AMOUNT YEAR AMOUNT
2011 $3 3 5, 000 2021 $3 75, 000
2012 43 5, 000 -2022
2013 4501000 2023 405,000
2014 465,000 2024*
2015 495,000 2025 440,000
2016 510,000 2026
2017 530,000 2027 475,000
2018 560,000 2028
2019 575,000 2029 525,000
2020
The term "Certificates" as used in this Ordinance shall mean and include collectively the Certificates
initially issued and delivered pursuant to this Ordinance and all substitute Certificates exchanged
therefor, as well as all other substitute certificates and replacement Certificates issued pursuant
hereto, and the term "Certificate" shall mean any of the Certificates.
Section 3. INTEREST. The Certificates scheduled to mature during the years, respectively,
set forth below shall bear interest from the dates specified in the FORM OF CERTIFICATE set forth
in this Ordinance to their respective dates of maturity or redemption prior to maturity at the following
rates per antrum.
YEAR RATE YEAR RATE
2011 1.750% 2021 3 0450%
2012 10750 2022
2013 2.000 2023 3.700
2014_ 2.250 2024
2015 2.500 2025 3.900
2016 2.750 2026
2017 2.750 2027 4.050
2015 2.900 2028
2019 3.100 2029 40150
2020
Interest shall be payable in the manner provided and on the dates stated in the FORM OF
CERTIFICATE set forth in this Ordinance.
Section 4. CHARACTERISTICS OF THE CERTIFICATES. (a) Registration Transfer,
Conversion and Exchange; Authentication. The City shall keep or cause to be kept at The Bank of
New York Mellon Trust Company, N.A., (the "Paying Agent/Registrar") books or records for the
registration of the transfer, conversion and exchange of the Certificates (the "Registration Books"),
and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep
such books or, records and make such registrations of transfers, conversions and exchanges under
such reasonable regulations as the City and Paying Agent/Registrar may prescribe; and the Paying
Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein pro
GTOWN\CO\2010: Ordinance 3
vided. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of
the Registered Owner of each Certificate to which payments with respect to the Certificates shall be
mailed, as herein provided; but it shall be the duty of each Registered Owner to notify the Paying
Agent/Registrar in writing of the address to which payments shall be mailed, and such interest
payments shall not be mailed unless such notice has been given. The City shall have the right to
inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but
otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless
otherwise required by law, shall not permit their inspection by any other entity. The Paying
Agent/Registrar shall make the Registration Books available within the State of Texas. The City shall
pay the Paying Agent/Registrar's standard or customary fees and charges for making such
registration, transfer, conversion, exchange and delivery of a substitute Certificate or Certificates.
Registration of assignments, transfers, conversions and exchanges of Certificates shall be made in the
manner provided and with the effect stated in the FORM OF CERTIFICATE set forth in this
Ordinance. Each substitute Certificate shall bear a letter and/or number to distinguish it from each
other, Certificate.
Except as provided in Section 4(c) of this Ordinance, an authorized representative of the
Paying Agent/Registrar shall, before the delivery of any such Certificate, date and manually sign said
Certificate, and no such Certificate shall be deemed to be issued or outstanding unless such Certificate
is so executed. The Paying Agent/Registrar promptly shall cancel all paid Certificates and Certificates
surrendered for conversion and exchange. No additional ordinances, orders, or resolutions need be
passed or adopted by the governing body of the City or any other body or person so as to accomplish
the foregoing conversion and exchange of any Certificate or portion thereof, and the Paying
Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Certificates
in the manner prescribed herein, and said Certificates shall be printed or typed on paper of customary
weight and strength. Pursuant to Chapter 1201, Texas Government Code, as amended, and
particularly Subchapter D thereof, the duty of conversion and exchange of Certificates as aforesaid
is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Certificate, the
converted and exchanged Certificate shall be valid, incontestable, and enforceable in the same manner
and with the same effect as the Certificates which initially were issued and delivered pursuant to this
Ordinance, approved by the Attorney General and registered by the Comptroller of Public Accounts.
(b) Payment of Certificates and Interest. The City hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Certificates,
all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all
payments made by the City and the Paying Agent/Registrar with respect to the Certificates, and of
all conversions and exchanges of Certificates, and all replacements of Certificates, as provided in this
Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for
thirty (3 0) days thereafter, a new record date for such interest payment (a "Special Record Date`') will
be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have
been received from the City. Notice of the past due interest shall be sent at least five (5) business
days prior to the Special Record Date by United States mail, first-class postage prepaid, to the
address of each Registered Owner appearing on the Registration Books at the close of business on
the last business day next preceding the date of mailing of such notice.
GTOWN\CO\2010: Ordinance 4
(c) In General. The Certificates (1) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Certificates to be payable only to the Registered
Owners thereof, (11) may be redeemed prior to their scheduled maturities (notice of which shall be
given to the Paying Agent/Registrar by the City at least 45 days prior to any such redemption date),
(iii) may be converted and exchanged for other Certificates, (iv) may transferred and assigned, (v)
shall have the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the princi-
pal of and interest on the Certificates shall be payable, and (viii) shall be administered and the Paying
Agent/Registrar and the City shall have certain duties and responsibilities with respect to the
Certificates, all as provided, and in the manner and to the effect as required or indicated, in the FORM
OF CERTIFICATE set forth in this Ordinance. The Certificates initially issued and delivered
I ursuant to this Ordinance are not required to be, and shall not be, authenticated by the Paying
Agent/Registrar, but on each substitute Certificate issued in conversion of and exchange for any
Certificate or Certificates issued under this Ordinance the Paying AgeInt/Registrar shall execute the
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in
the FORM OF CERTIFICATE.
(d) Substitute Pang Ag_ent/Registrar. The City covenants with the Registered Owners of
the Certificates that at all times while the Certificates are outstanding the City will provide a
competent and legally qualified bank, trust company, financial institution, or other agency to act as
and perform the services ofPaying Agent/Registrar for the Certificates under this Ordinance, and that
the Paying Agent/Registrar will be one entity. The City reserves the right to, and may, at its option,
change the Paying Agent/Registrar upon not less than 30 days written notice to the Paying
Agent/Registrar, to be effective at such time which will not disrupt or delay payment on the next
principal or interest payment date after such notice. In the event that the entity at any time 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
/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous
Agent
Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof),
along with all other pertinent books and records relating to the Certificates, to the new Paying
Agent/Registrar designated and appointed by the City. Upon any change in the Paying
Agent/Registrar the Citll y promptly will cause a written notice thereof to be sent by the new Paying
Agent/Registrar to each Registered Owner of the Certificates,` by United States mail, first-class
postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar, By
accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have
agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered
to each Paying Agent/Registrar:
(e) Book-Entrv-OnlySystem. The Certificates issued in exchange for the Certificates initially
issued as provided in Section 4(h) shall be issued in the form of a separate single fully registered
Certificate for each of the maturities thereof registered in the name of Cede & Co. as nominee of
DTC and except as provided in subsection (f) hereof,` all of the Outstanding Certificates shall be
registered in the name of Cede & Co., as nominee of DTC.
GTOWN\CO\2010: Ordinance 5
With respect to Certificates registered in the name of Cede & Co., as nominee of DTC, the
City and the Paying Agent/Registrar shall have no responsibility or obligation to any securities
brokers and dealers, banks, trust companies, clearing corporations and certain other organizations
on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of
securities transactions among DTC participants (the "DTC Participant") or to any person on behalf
of whom such a DTC Participant holds an interest in the Certificates. Without limiting the
immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility
or obligation with respect to (1) the accuracy of the records of DTC, Cede & Co. or any DTC
Participant with respect to any ownership interest in the Certificates, (11) the delivery to any DTC
participant or any other person, other than a Registered Owner, as shown on the Registration Books,
of any notice with respect to the Certificates, including any notice of redemption, or (ill) the payment
to any DTC Participant or any person, other than a Registered Owner, as shown on the Registration
Books of any amount with respect to principal of, premium, if any, or interest on the Certificates.
Notwithstanding any other provision of this Ordinance to the contrary, but to the extent permitted
by law, the City and the Paying Agent/Registrar shall be entitled to treat and consider the person in
whose' name each Certificate is registered in the Registration Books as the absolute owner of such
Certificate for the purpose of payment of principal, premium, if any, and interest, with respect to such
Certificate, for the purposes of registering transfers with respect to such Certificates, and for all other
purposes of registering transfers with respect to such Certificates, and for all other purposes
whatsoever. The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest on
the Certificates only to or upon the order of the respective Registered Owners, as shown in the
Registration Books as provided in the Ordinance, or their respective attorneys duly authorized in
writing, and all such payments shall be valid and effective to fully satisfy and discharge the City's
obligations with respect to payment of principal of, premium, if any, and interest on the Certificates
to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in the
Registration Books, shall receive a Certificate evidencing the obligation ofthe City to make payments
of principal, premium, if any, and interest pursuant to the Ordinance. Upon delivery by DTC to the
Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to
interest checks being mailed to the registered owner at the close of business on the Record Date the
word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC.
(f) Successor Securities Depository; Transfer Outside Book-Entry-Onlyystem. In the event
that the City determines to discontinue' the book -entry system through DTC or a successor or, DTC
determines to discontinue providing its services with respect to the Certificates, the City shall either
(1) appoint a successor securities depository, qualified to act as such under Section 17(a) of the
Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the
appointment of such successor securities depository and transfer one or more separate Certificates
to such successor securities depository or (ii) notify DTC and DTC Participants of the availability
through DTC of Certificates and transfer one or more separate Certificates to DTC Participants
having Certificates credited to their DTC accounts. In such event, the Certificates shall no longer be
restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of
DTC, but may be registered in the name of the successor securities depository, or its nominee, or in
whatever name or names Registered Owner transferring or exchanging Certificates shall designate,
in accordance with the provisions of this Ordinance.
(g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the
contrary, so long as any Certificate is registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of, premium, if any, and interest on such Certificate and all notices
with respect to such Certificate shall be made and given, respectively, in the manner provided in the
Blanket Representation of the City to DTC.
(h) Initial Certificate. The Certificates herein authorized shall be initially issued as fully
registered certificates, being one certificate for each maturity in the denomination of the applicable
principal amount and the initial Certificate shall be registered in the name of the purchaser or the
designees thereof, as set forth in Section 12 hereof. The initial Certificate shall be the Certificate
submitted to the Office of the Attorney General of the State of Texas for approval, certified and
registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered
to the Underwriters. Immediately after the delivery of the initial Certificate, the Paying
Agent/Re 9istrar shall cancel the initial Certificate delivered hereunder and exchange therefor
Certificates in the form of a separate single fully registered Certificate for each of the maturities
thereof registered in the name of Cede & Co., as nominee of DTC and except as provided in Section
4(, all of the outstanding Certificates shall be registered in the name of Cede & Co., as nominee of
DTC.
Section 5. FORM OF CERTIFICATE. The form of the Certificate, including the form
of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form of
Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached
to the Certificates initially issued and delivered pursuant to this Ordinance, shall be, respectively,
substantially as follows, with such appropriate variations, omissions or insertions as are permitted or
required by this Ordinance.
FORM OF CERTIFICATE
NO. R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
COUNTY OF WILLIAMSON
CITY OF GEORGETOWN, TEXAS
COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION,
SERIES 2010
INTEREST DATE OF MATURITY
RATE CERTIFICATES DATE CITSIP NO_
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
ON THE MATURITY DATE specified above, the CITY OF GEORGETOWN, in
Williamson County, Texas (the "City"), being a political subdivision of the State of Texas, hereby
promises to pay to the Registered Owner set forth above, or registered assigns (hereinafter called the
"Registered Owner") the principal amount set forth above, and to pay interest thereon from the Date
of Certificates set forth above, on February 15, 2011, and semiannually on each February 15 and
August 15 thereafter to the maturity date specified above, or the date of redemption prior to maturity,
at the interest rate per annum specified above; except that if this Certificate is required to be authenti-
cated and the date of its authentication is later than the first Record Date (hereinafter defined), such
principal amount shall bear interest from the interest payment date next preceding the date of
authentication, unless such date of authentication is after any Record Date but on or before the next
following interest payment date, in which case such principal amount shall bear interest from such
next following interest payment date; provided, however, that if on the date of authentication hereof
the interest on the Certificate or Certificates, if any, for which this Certificate is being exchanged or
converted from is due but has not been paid, then this Certificate shall bear interest from the date to
which such interest has been paid in full. Notwithstanding the foregoing, during any period in which
ownership of the Certificates is determined only by a book entry at a securities depository for the
Certificates, any payment to the securities depository, or its nominee or registered assigns, shall be
made in accordance with existing arrangements between the City and the securities depository.
THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money
of the United States of America, without exchange or collection charges. The principal of this
Certificate shall be paid to the Registered Owner hereof upon presentation and surrender of this
Certificate at maturity, or upon the date fixed for its redemption prior to maturity, at The Bank of
New York Mellon Trust Company, N.A., which is the "Paying Agent/Registrar" for this Certificate
at their office in Dallas, Texas (the "Designated Payment/Transfer Office") The payment of interest
on this Certificate shall be made by the Paying Agent/Registrar to the Registered Owner hereof on
each interest payment date by check or draft, dated as of such interest payment date, drawn by the
Paying Agent/Registrar on, and payable solely from, funds of the City required by the ordinance
authorizing the issuance of this Certificate (the "Certificate Ordinance") to be on deposit with the
Paying IAgent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent
by the Paying' Agent/Registrar by United States mail, first-class postage prepaid, on each such interest
payment date, to the Registered Owner hereof, at its address as it appeared on the last business day
of the month preceding each such date (the "Record Date") on the registration books kept by the
Paying Agent/Registrar (the "Registration Books"). In addition, 'interest may be paid by such other
method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the
Registered Owner. In the event of a non-payment of interest on a scheduled payment date, and for
30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be
ing Agent/Registrar, if and when funds for the payment of such interest have
established by the Pay
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
GTOWN\CO\2010: Ordinance 8
five business days prior to the Special Record Date by United States mail, first-class postage prepaid,
to the address of each owner of a Certificate appearing on the Registration Books at the close of
business on the last business day next preceding the date of mailing of such notice. Notwithstanding
the foregoing, during any period in which ownership of the Certificates is determined only by a book
entry at a securities depository for the Certificates, payments made to the securities depository, or
its nominee, shall be made in accordance with arrangements between the City and the securities
depository.
DURING ANY PERIOD in which ownership of the Certificates is determined only by a
book entry at a securities depository for the Certificates, if fewer than all of the Certificates of the
same maturity and bearing the same interest rate are to be redeemed, the particular Certificates of
such maturity and bearing such interest rate`shall be selected in accordance with the arrangements
between the City and the securities depository.
ANY ACCRUED INTEREST due at maturity or upon the redemption of this Certificate
prior to maturity as provided herein shall be paid to the Registered Owner upon presentation and
surrender of this Certificate for redemption and payment at the Designated Payment/Transfer Office
of the Paying Agent/Registrar. The City covenants with the Registered Owner of this Certificate that
on or before each principal payment date, interest payment date, and accrued interest payment date
for this Certificate it will make available to the Paying Agent/Registrar, from the "Interest and Sinking
Fund" created by the Certificate Ordinance, the amounts required to provide for the payment, in
i lable funds, of all princip immediately avaal of and interest on the Certificates, when due.
IT THE DATE for the payment of the principal of or interest on this Certificate shall be a
Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the
principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which is not
such a Saturday, Sunday, legal holiday or day on which banking institutions are authorized to close;
and payment on Such date shall have the same force and effect as if made on the original date payment
was due.
THIS CERTIFICATE is one of a Series of Certificates dated April 15, 2010 authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of
$6,575,000 (the "Certificates"), the payment in whole or in part of contractual obligations incurred
or to be incurred for: ` (1) first phase of constructing and equipping Fire Station No. 5 including
acquisition of necessary sites; (2) constructing and improving the City's drainage system; (3)
constructing, improving, extending, expanding, upgrading and developing City streets, bridges,
"sidewalks, intersections and related traffic improvements including purchasing any necessary rights-
of -way and equipment; (4) acquisition of automated meter reading infrastructure and customer
information system replacement; and (5) professional services including fiscal, engineering,
architectural and legal fees and other such costs incurred in connection therewith including the costs
of issuing the Certificates.
GTOWN\CO\2010: Ordinance 9
ON AUGUST 15, 2019, or on any date thereafter, the Certificates of this Series maturing on
and after August 15, 2020 may be redeemed prior to their scheduled maturities, at the option of the
City, with funds derived from any available and lawful source, at par plus accrued interest to the date
fixed for redemption as a whole, or in part, and, if in part, the particular maturities to be redeemed
shall be selected and designated by the City and if less than all of a maturity is to be redeemed, the
Paying Agent/Registrar shall determine by lot the Certificates, or a portion thereof, within such
maturity to be redeemed (provided that a portion of a Certificate may be redeemed only g in an integral
multiple of $ 5, 000) .
THE CERTIFICATES maturing on August 15, 2021, August I AS 2023, August 15, 2025,
August 15, 2027 and August 15, 2029 (the "Term Certificates") are subject to mandatorysinking
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fund redemption by lot prior to maturity in the following amounts, on the follown dates and at a
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price of par plus accrued interest to the redemption date.
Certificates Maturing August V; 2021
Redemption Date Principal Amount
August 15, 2020 $ 1857000
August 15, 2021 * 190, 000
*Final Maturity
Certificates Maturing August 15, 2023
Redemption Date Principal Amount
August 15, 2022 $ 195,000
August 15, 2023 * 210, 000
*Final Maturity
Certificates Maturing August 15, 2025
Redemption Date Principal Amount
August 15, 2024 $ 215, 000
August 15, '2025 * 2251000*
*Final Maturity
Certificates Maturing August 15, 2027
Redemption Date Principal Amount
August 15, 2026 $ 23 0, 000
August 15, 2027* 245, 000
*Final Maturity
GTOWN\C0\2010: Ordinance 1
Certificates Maturing August 15, 2029
Redemption Date Principal Amount
August 15, 2028 $ 260,000
August 15, 2029 * 265, 000
*Final Maturity
THE PRINCIPAL AMOUNT of the Term Certificates required to be redeemed pursuant
to the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option
of the City by the principal amount of any Term Certificates of the stated maturity which, at least 50
days prior to a mandatory redemption date, (1) shall have been acquired by the City, at a price not
exceeding the principal amount of such Term Certificates plus accrued interest to the date of purchase
thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased
and canceled by the Paying Agent/Registrar at the request of the City with monies in the Interest and
Sinking Fund at a price not exceeding the principal amount of the Term Bonds plus accrued interest
to the date of purchase thereof, or (3) shall have been redeemed pursuant to the optional redemption
provisions and not theretofore credited against a mandatory sinking fund redemption requirement.
NO LESS THAN 30 days prior to the date fixed for any such redemption, the City shall
cause the Paying Agent/Registrar to send notice by United States mail, first-class postage prepaid to
the Registered Owner of each Certificate to be redeemed at its address as it appeared on the
Registration Books of the Paying Agent/Registrar at the close of business on the 45th day prior to
the redemption date 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 Certificates. By the date fixed for any such redemption due
provision shall be made with the Paying Agent/Registrar for the payment of the required redemption
price for the Certificates or portions thereof which are to be so redeemed. If due provision for such
payment is made, all as provided above, the Certificates or portions thereof which are to be so
redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities, and
they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being
outstanding except for the right of the Registered Owner to receive the redemption price from the
Paying Agent/Registrar out of the funds provided for such payment. If a portion of any Certificates
shall be redeemed a substitute Certificates or Certificates having the same maturity date, bearing
interest at the same rate, in any denomination or denominations in any integral multiple of $5,000,
at the written request of the Registered Owner, and in aggregate principal amount equal to the
unredeemed portion thereof, will be issued to the Registered `Owner upon the surrender thereof for
cancellation, at the expense of the City, all as provided in the Certificate Ordinance.
WITH RESPECT TO any optional redemption of the Certificates, unless certain
prerequisites uisites to such redemption required by the Certificate Ordinance have been met and moneys
sufficient to pay the principal rind al of and premium, if any, and interest on the Certificates to be redeemed
shall have been received by the Paying Agent/Registrar prior to the giving of such notice of
redemption, such notice shall state that said redemption may, at the option of the City, be conditional
GTOWN\CO\2010: Ordinance 11
upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar
on or prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice
of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption
and sufficient moneys are not received, such notice shall be of no force and effect, the City shall not
redeem such Certificates and the Paying Agent/Registrar shall give notice, in the manner in which the
notice of redemption was given, to the effect that the Certificates have not been redeemed.
DURING ANY PERIOD in which ownership of the Certificates is determined only by a
book entry at a securities depository for the Certificates, if fewer than all of the Certificates of the
same maturity and bearing the same interest rate are to be redeemed, the particular Certificates of
such maturity and bearing such interest rate shall be selected in accordance with the arrangements
between the City and the securities depository.
ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered certificates,
without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the
Certificate Ordinance, this Certificate may, at the request of the Registered Owner or the assignee
or assignees hereof, be assigned, transferred, converted into and exchanged for a like aggregate
principal amount of fully registered certificates, without interest coupons, payable to the appropriate
:Registered Owner, assignee or assignees, as the case may be, having the same denomination or
denominations in any integral multiple of $5,000 as requested in writing by the appropriate Registered
Owner, assignee or assignees, as the case may be, upon surrender of this Certificate to the Paying
Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the
Certificate Ordinance. Among other requirements for such assignment and transfer, this Certificate
must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments
of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar,
evidencing assignment of this Certificate or any portion or portions hereof in any integral multiple of
$5000 to the assignee or assignees in whose name or names this Certificate or any such portion or
portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Certfi
cate may be executed by the Registered Owner to evidence the assignment hereof, but such method
is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may
be used to evidence the assignment of this Certificate or any portion or portions hereof from time to
time by the Registered Owner. The Paying Agent/Registrar I s reasonable standard or customary fees
and charges for assigning, transferring, converting and exchanging any Certificate or portion thereof
will be paid by the City. In any circumstance, any taxes or governmental charges required to be paid
with respect thereto shall be paid by the one requesting such assignment, transfer, conversion or
exchange, as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar
shall not be required to make any such transfer, conversion, or exchange (i) during the period
commencing with the close of business on any Record Date and ending with the opening of business
on the next following principal or interest payment date, or (ii with respect to any Certificate or any
portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date;
provided, however, such limitation of transfer shall not be applicable to an exchange by the
Registered Owner of the unredeemed balance of the Certificate.
GTOWN\CO\2010: Ordinance 12
WHENEVER the beneficial ownership of this Certificate is determined by a book entry at
a securities depository for the Certificates, the foregoing requirements of holding, delivering or
transferring this Certificate shall be modified to require the appropriate person or entity to meet the
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requirements of the securities depository as to registering or transferring the book entry to produce
the same effect.
IN THE EVENT any Paying Agent/Registrar for the Certificates is changed b the City,
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resigns, or otherwise ceases to act as such, the City has covenanted in the Certificate Ordinance that
it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice
thereof to be mailed to the Registered Owners of the Certificates.
IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and
validly authorized, issued and delivered, that all acts, conditions and things required or proper to be
performed, exist and be done precedent to or in the authorization, issuance and delivery of this
Certificate have been performed, existed and been done in accordance with law; that this Certificate
is a general obligation of said City, issued on the full faith and credit thereof, and that annual ad
valorem taxes sufficient to provide for the payment of the interest on and principal of this Certificate
as such interest comes due and such principal matures, have been levied and ordered to be levied
against all taxable property in said City, and have been pledged for such payment, within the limit
prescribed by law, and that this Certificate, together with other obligations of the City, is additional)
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secured by and payable from the surplus revenues of the City's utilit S stem remaining after payment
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of all operation and maintenance expenses thereof, and all debt service reserve and other,
requirements in connection with all of the City's revenue bonds or other obligations (now or hereafter
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outstanding), which are payable from all or part of the Net Revenues of the City's utility System,
which amount shall not exceed $10, 000 all as provided in the Certificate Ordinance.
BY BECOMING the Registered Owner of this Certificate, the Registered Owner thereby
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acknowledges all of the terms and provisions of the Certificate Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Certificate 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 Certificate and the Certificate Ordinance constitute a contract between
each Registered Owner hereof and the City.
IN WITNESS WHEREOF, the City has caused this Certificate to be signed with the manual
or facsimile signature of the Mayor of the City and countersigned with the manual or facsimile
signature of the City Secretary of said City, and has caused the official seal of the City to be duly
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impressed, or placed in facsimile, on this Certificate.
k
,s
Secretary Mayor
(SEAL)
GTOWN\CO\2010: Ordinance 13
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Certificate is not accompanied by an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
It is hereby certified that this Certificate has been issued under the provisions of the Certificate
Ordinance described in the text of this Certificates and that this Certificate has been issued in convey
sion or replacement of, or in exchange for, a certificate, certificates, or a portion of a certificate or
certificates of a Series which originally was approved by the Attorney General of the State of Texas
and registered by the Comptroller of Public Accounts of the State of Texas.
Dated The Bank of New York Mellon
Trust Company, N.A.
Paying Agent/Registrar
By
Authorized Representative
FORM OF ASSIGNMENT
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer
Identification Number of Transferee
(Please print or typewrite name and address,
including zip code, of Transferee)
he within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney, to register the transfer ofthe within
Certificate on the books kept for registration thereof, with full power of substitution in the premises.
GTOWN\CO\2010: Ordinance 14
NOTICE: Signature(s) must be guaranteed NOTICE: The signature above must
by a member firm of the New York Stock correspond with the name of the Registered
Exchange or a commercial bank or trust Owner as it appears upon the front of this
company. Certificate in every particular, without
alteration or enlargement or any change
whatsoever.
s
FORM OF REGISTRATION CERTIFICATE OF
THE COMPTROLLER OF PUBLIC ACCOUNTS
COMPTROLLER' S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Certificate has been examined, certified as to validity and approved
by the AttorneyGeneral of the State of Texas, and that this Certificate has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts
of the State of Texas
(COXVTROLLER'S SEAL)
INSERTIONS FOR THE INITIALL CERTITICATE
The initial Certificate shall be in the form set forth in this Section, except that
A. immediately under the name of the Certificate, the headings "INTEREST RATE" and
"MATURITY DATE" shall both be completed with the words "As shown below" and
CUSIP NO." shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"ON THE MATURITY DATE SPECIFIED BELOW, the City of Georgetown, ,Texas
(the "City''), being a political subdivision, hereby promises to pay to the Registered Owner specified
above, or registered assigns (hereinafter called the "Registered Owner"), on August 15 in each of the
GTOWN\CO\2010: Ordinance 15
years, in the principal installments and bearing interest at the per annum rates set forth in the
following schedule:
Year Amount Rate
(Information from Sections 2 and 3 to be inserted)
The City promises to pay interest on the unpaid principal amount hereof (calculated on the basis of
a 360-day year of twelve 30-day months) from April 15, 2010 at the respective Interest Rate per
annum specified above. Interest is payable on February 15, 2011 and semiannually on each February
15 and August 15 thereafter to the date of payment of the principal installment specified above;
except, that if this Certificate is required to be authenticated and the date of its authentication is later
than the first Record Date (hereinafter defined), such principal amount shall bear interest from the
interest payment date next preceding the date of authentication., unless such date of authentication
is after any Record Date but on or before the next following interest payment date, in which case such
principal amount shall bear interest from such next following interest payment date; provided,
however, that if on the date of authentication hereof the interest on the Certificate or Certificates, if
any, for which this Certificate is being exchanged is due but has not been paid, then this Certificate
shall bear interest from the date to which such interest has been paid in full.
C. The initial Certificate shall be numbered "T- l
Section 6. INTEREST AND SINKING FUND. A special "Interest and Sinking Fund" is
hereby created and shall be established and maintained by the City at an official depository bank of
said City. Said Interest and Sinking Fund shall be kept separate and apart from all other funds and
accounts of said City, and shall be used only for paying the interest on and principal of said
Certificates. All ad valorem taxes levied and collected for and on account of said Certificates shall
be deposited, as collected, to the credit of said Interest and Sinking Fund. During each year while
any of said Certificates are outstanding and unpaid, the governing body of said City shall compute
and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the
interest on said Certificates as such interest comes due, and to provide and money required to pay the
maintain a sinking fund adequate to pay the principal of said Certificates as such principal matures
(but never less than 2% of the original amount of said Certificates as a sinking fund each year); and
said tax shall be based on the latest approved tax rolls of said City, with full allowances being made
for tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is hereby
levied, and is hereby ordered to be levied, against all taxable property in said City, for each year while
any of said Certificates are outstanding and unpaid, and said tax shall be assessed and collected each
such year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem
ide for the payment of the interest on and principal of said Certificates, as such
taxes sufficient to prov
i11
nterest comes due and such principal matures, are hereby pledged for such payment, within the limit
prescribed by law. Accrued interest on the Certificates shall be deposited in the Interest and Sinking
Fund and used to pay interest on the Certificates.
Section 7. REVENUES. The Certificates together with other obligations of the City, are
additionally secured by and shall be payable from and secured by the surplus revenues of the City's
GTOWN\CO\2010: Ordinance
16
utility System after payment of all operation and maintenance expenses or collections thereof, and all
debt service, reserve, and other requirements in connection with all of the City's revenue bonds or
other obligations (now or hereafter outstanding) which are payable from all or any part of the net
revenues of the City s utility System, with such amount not exceeding $10, 000, constituting "Surplus
Revenues." The City shall deposit such Surplus Revenues to the credit of the Interest and Sinking
Fund created pursuant to Section 6, to the extent necessary to pay the principal and interest on the
Certificates. Notwithstanding the requirements of Section 6, if Surplus Revenues or other lawfully
available funds are actually on deposit or budgeted for deposit in the Interest and Sinking Fund in
advance of the time when ad valorem taxes are scheduled to be levied for any year, then the amount
oftaxes which otherwise would have been required to be levied pursuant to Section 6 maybe reduced
to the extent and by the amount of the Surplus Revenues or other lawfully available funds then on
deposit in the Interest and Sinking Fund or budgeted for deposit therein.
Whenever used in this Ordinance the Term "System" means the City's combined electric,
waterworks and sewer system as defined in Ordinance No. 9 &3 4
The Mayor and the Chief Financial Officer are hereby ordered to do any and all things
necessary to accomplish the transfer of monies to the Interest and Sinking Fund of this issue in ample
time to pay such items of principal and interest.
Section 8, DEFEASANCE OF CERTIFICATES. (a) Any Certificate and the interest
thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Certificate")
within the meaning of this Ordinance, except to the extent provided in subsections (c) and (e) of this
Section, when payment of the principal of such Certificate, plus interest thereon to the due date or
dates (whether such due date or dates be by reason of maturity, upon redemption, or otherwise) either
(1) 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 (1) shall have been provided for on or before such
due date by irrevocably depositing with or making available to the Paying Agent/Registrar or a
commercial bank or trust company for such payment (1) lawful money of the United States of
America sufficient to make such payment, (2) Defeasance Securities, certified by an independent
public accounting firm of national reputation to mature as to principal and interest in such amounts
and at such times as will ensure the availability, without reinvestment, of sufficient money to provide
for such payment and when proper arrangements have been made by the City with the Paying
ent/Registrar or a commercial bank or trust company for the payment of its services until all
Agent/Registrar
Defeased Certificates shall have become due and payable or (3) any combination of (1) and (2). At
I
uch time as a Certificate shall be deemed to be a Defeased Certificate hereunder, as aforesaid, such
Certificate and the interest thereon shall no Longer be secured by, payable from, or entitled to the
benefits of, the ad valorem taxes herein levied as provided in this Ordinance, and such principal and
interest shall be payable solely from such money or Defeasance Securities.
(b) The deposit under clause (11) of subsection (a) shall be deemed a payment of a Certificate
as aforesaid when proper notice of redemption of such Certificates shall have been given, in
accordance with this Ordinance. Any money so deposited with the Paying Agent/Registrar or a
commercial bank or trust company as provided in this Section may at the discretion of the City
Council also be invested in Defeasance Securities, maturing in the amounts and at the times as
hereinbefore set forth, and all income from all Defeasance Securities in possession of the Paying
GTOWMCO\2010: Ordinance 17
Agent/Registrar or a commercial bank or trust company pursuant to this Section which is not required
for the payment of such Certificate and premium, if any, and interest thereon with respect to which
such money has been so deposited, shall be turned over to the City Council.
(c) Notwithstanding any provision of any other Section of this Ordinance which may be
contrary to the provisions of this Section, all money or Defeasance Securities set aside and held in
trust pursuant to the provisions of this Section for the payment of principal of the Certificates and
premium, if any, and interest thereon, shall be applied to and used solely for the payment of the
particular Certificates and premium, if any, and interest thereon, with respect to which such money
or Defeasance Securities have been so set aside in trust. Until all Defeased Certificates shall have
become due and payable, the Paying Agent/Registrar shall perform the services of Paying
Agent/Registrar for such Defeased Certificates the same as ifthey had not been defeased, and the City
shall make proper arrangements to provide and pay for such services as required by this Ordinance.
(d) Notwithstanding anything elsewhere in this Ordinance, if money or Defeasance Securities
have been deposited or set aside with the Paying Agent/Registrar or a commercial bank or trust
company pursuant to this Section for the payment of Certificates and such Certificates shall not have
in fact been actually paid in full, no amendment of the provisions of this Section shall be made without
the consent of the registered owner of each Certificate affected thereby.
(e) Notwithstanding the provisions of subsection (a) immediately above, to the extent, that,
upon the defeasance of any Defeased Certificate to be paid at its maturity, the City retains the right
under Texas law to later call that Defeased Certificate for redemption in accordance with the
provisions of the Ordinance authorizing its issuance, the City may call such Defeased Certificate for
redemption upon complying with the provisions of Texas law and upon the satisfaction of the
provisions of subsection (a) immediately above with respect to such Defeased Certificate as though
it was being defeased at the time of the exercise of the option to redeem the Defeased Certificate and
the effect of the redemption is taken into account in determining the sufficiency of the provisions
made for the payment of the Defeased Certificate.
As used in this section, "Defeasance Securities" means (1) 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 certificates or
otherwise provide for the funding of an escrow to effect the defeasance of the Certificates are rated
as to investment quality by a nationally recognized investment rating firm not less than "AAA or its
equivalent, (111) noncallable obligations of a state or an agency or a City, municipality, or other
political subdivisi polton of a state that have been refunded and that, on the date the City Council adopts
or approves proceedings authorizing the issuance of refunding certificates or otherwise provide for
the funding of an escrow to effect the defeasance of the Certificates, are rated as to investment quality
by a nationally recognized investment rating firm no less than "AAA" or its equivalent and (iv) any
other then authorized securities or obligations under applicable State law that may used to defease
obligations such as the Certificates. "Federal Securities" as used herein means direct, noncallable
obligations of the United States of America, including obligations that are unconditionally guaranteed
by the United States of America (including Interest Strips of the Resolution Funding Corporation).
GTOWN\c0\2010: Ordinance 18
Section' 9. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
CERTIFICATES. (a) Replacement Certificates. In the event any outstanding Certificate is
damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed,
executed and delivereda new certificate of the same principal amount, maturi
, ty and interest rate, as
the damaged, mutilated, lost, stolen or destroyed Certificate, in replacement for such Certificate in
the manner hereinafter provided.
(b) Application for Replacement Certificates. Application for replacement of damaged,
mutilated, lost, stolen or destroyed Certificates shall be made by the Registered Owner thereof to the
Paying Agent/Registrar. In every case of loss, theft or destruction of a Certificate, the Registered
Owner applying for a replacement certificate shall furnish to the City and to the Paying
Agent/Registrar such security or indemnity as may required by them to save each of them harmless
from any loss or damage with respect thereto. Also, in every case of loss, theft or destruction of a
Certificate, the Registered Owner shall furnish to the City and to the Paying Agent/Registrar evidence
to their satisfaction of the loss, theft or destruction of such Certificate, as the case may be. In every
case of damage or mutilation of a Certificate, the Registered Owner shall surrender to the Paying
Agent/Registrar for cancellation the Certificate so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the
event any such Certificate shall have matured, and no default has occurred which is then continuing
in the payment of the principal of, redemption premium, if any, or in on the Certificate, the City
(without surrender thereof except in the case of a damaged
may authorize the payment of the same
or mutilated Certificate) instead of issuing a replacement Certificate, provided security or indemnity
is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Certificates. Prior to the issuance of any replacement
certificate, the Paying Agent/Registrar shall charge the Registered Owner of such Certificate with all
legal, printing, and other expenses in connection therewith. Every replacement certificate issued
pursuant to the provisions of this Section by virtue of the fact that any Certificate is lost, stolen or
destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen or
destroyed Certificate shall be found at any time, or be enforceable by anyone, and shall be entitled to
all the benefits of this Ordinance equally and proportionately with any and all other Certificates duly
issued under' this Ordinance.
(e) Authority for Issuing Replacement Certificates. In accordance with Subchapter B of
Texas Government Code, Chapter 1206, this Section of this Ordinance shall constitute authority for
the issuance of any such replacement Certificate without necessity of further action by the governing
body of the City or any other body or person, and the duty of the replacement of such Certificates
is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar
shall authenticate and deliver such Certificate in the form and manner and with the effect, as provided
in Section 4(a) of this Ordinance for Certificate issued in conversion and exchange for other
Certificates.
Section 10. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES;
BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE
PROVISION, IF OBTAINED. The Mayor of the City is hereby authorized to have control of the
GTOWN\CO\2010: Ordinance 19
Certificates initially issued and delivered hereunder and all necessary records and proceedings perIEW
taining to the Certificates pending their delivery and their investigation, examination, and approval
by the Attorney General of the State of Texas, and their registration by the Comptroller of Public
Accounts of the State of Texas. Upon registration of the Certificates said Comptroller of Public
Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the
Comptroller's Registration Certificate attached to such Certificates, and the seal of said Comptroller
shall be impressed, or placed in facsimile, on such Certificate. The approving legal opinion of the
City's Bond Counsel and the assigned CUSIP numbers may, at the option of the City, be printed on
the Certificates issued and delivered under this Ordinance, but neither shall have any legal effect, and
shall be solely for the convenience and information of the Registered Owners of the Certificates. In
addition, if bond insurance is obtained, the Certificates may bear an appropriate legend as provided
by the insurer.
Section 11. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE
CERTIFICATES. (a) Covenants. The City covenants to take any action necessary to assure, or
refrain from any action which would adversely affect, the treatment of the Certificates as obligations
described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest
on which is not includable in the "gross income" of the holder for purposes of federal income
taxation. In furtherance thereof, the City covenants as follows
(1) to take any action to assure that no more than 10 percent of the proceeds of the
Certificates or the projects financed therewith (less amounts deposited to a reserve fund, if
any) are used for any "private business use," as defined in section 141(b)(6) of the Code or,
if more than 10 percent of the proceeds or the prof ects financed therewith are so used, such
amounts, whether or not received by the City, with respect to such private business use, do
not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly,
secure or provide for the payment of more than 10 percent of the debt service on the
Certificates, in contravention of section l 41(b)(2) of the Code;
(2) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Certificates or the
projects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in excess of 5 percent is used for a "private business use" which is "related" and not
"disproportionate, if within the meaning of section 141(b)(3) of the Code, to the governmental
use;
(3) to take any action to assure that no amount which is greater than the lesser of
$5,000,000 or 5 percent of the proceeds of the Certificates (less amounts deposited into a
reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state
or local governmental units, in contravention of section 141(c) of the Code;
(4) to refrain from taking any action which would otherwise result in the Certificates
being treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(5) to refrain from taking any action that would result in the Certificates being
"federally guaranteed" within the meaning of section 149(b) of the Code;
GTOWN\CO\2010: Ordinance 20
(6) to refrain from using any portion of the proceeds of the Certificates, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) ofthe Code) which produces a materially
higher yield over the term of the Certificates, other than investment property acquired with --
(A) proceeds of the Certificates invested for a reasonable temporary period
of 3 years or less or, in the case of a refunding bond, for a period of 30 days or less
until such proceeds are needed for the purpose for which the Certificates are issued,
(B) amounts invested in a bona fide debt service fund, within the meaning of
section 1.148-1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Certificates;
(7) to otherwise restrict the use of the proceeds of the Certificates or amounts treated
as proceeds of the Certificates, as maybe necessary, so that the Certificates do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the
extent applicable, section 149(d) of the Code (relating to advance refundings); and
(8) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Certificates) an amount that is at least equal to 90 percent
of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United
States of America, not later than 60 days after the Certificates have been paid in full, 100 percent of
the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code;
and
(9) to assure that the proceeds of the Certificates will be used solely for new money projects.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (8), a "Rebate
Fund" is hereby established by the City for the sole benefit of the United States of America, and such
fund shall not be sub aect to the claim of any other person, including without limitation the
Certificateholders. The Rebate Fund is established for the additional purpose of compliance with
section 148 of the Code.
(c) Proceeds. The City understands that the term "proceeds" includes "disposition proceeds"
as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if
any) and proceeds of the refunded bonds expended prior to the date of issuance of the Certificates.
It is the understanding of the City that the covenants contained herein are intended to assure
compliance with the Code and any regulations or rulings promulgated by the U. S. Department of the
Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which
modify or expand provisions of the Code, as applicable to the Certificates, the City will not be
required to comply with any covenant contained herein to the extent that such failure to comply, in
he opinion of nationally recognized bond counsel, will not adversely affect the exemption from
federal income taxation of interest on the Certificates under section 103 of the Code. In the event
GTOWN\CO\2010: Ordinance 21
that regulations or rulings are hereafter promulgated which impose additional requirements which are
applicable to the Certificates, the City agrees to comply with the additional requirements to the extent
necessary in the opinion of nationally recognized bond counsel, to preserve the exemption from
federal income taxation of interest on the Certificates under section 103 of the Code. In furtherance
of such intention, the City hereby authorizes and directs the City Manager or Chief Financial Officer
to execute any documents, certificates or reports required by the Code and to make such elections,
on behalf of the City, which may be permitted by the Code as are consistent with the purpose for the
.issuance of the Certificates. This Ordinance is intended to satisfy the official intent requirements set
forth in Section 1.150-2 of the Treasury Regulations.
(d) Allocation` Of, and Limitation On, Expenditures for the Protect. The City covenants to
account for the expenditure of sale proceeds and investment earnings to be used for the purposes
described in Section 1 of this Ordinance (the "Project") on its books and records in accordance with
the requirements of the Code. The City recognizes that in order for the proceeds to be considered
used for the reimbursement of costs, the proceeds must be allocated to expenditures within 18 months
of the later of the date that (1) the expenditure is made, or (2) the Project is completed; but in no
event later than three years after the date on which the original expenditure is paid. The foregoing
notwithstanding, the City recognizes that in order for proceeds to be expended under the Code, the
sale proceeds or investment earnings must be expended no more than 60 days after the earlier of (1)
the fifth anniversary of the delivery of the Certificates, or (2) the date the Certificates are retired. The
City agrees to obtain the advice of nationally -recognized bond counsel if such expenditure fails to
comply with the foregoing to assure that such expenditure will not adversely affect the tax-exempt
status of the Certificates. For purposes of this subsection, the City shall not be obligated to comply
with this covenant if it obtains an opinion of nationally -recognized bond counsel to the effect that
such failure to comply will not adversely affect the excludability for federal income tax purposes from
gross income of the interest.
(e) Disposition of Project. The City covenants that the property constituting the Project will
not be sold or otherwise disposed in a transaction resulting in the receipt by the City of cash or other
compensation, unless the City obtains an opinion of nationally -recognized bond counsel that such sale
or other disposition will not adversely affect the tax-exempt status of the Certificates. For purposes
of this subsection, the portion of the property comprising personal property and disposed of in the
ordinary course shall not be treated as a transaction resulting in the receipt of cash or other
compensation. For purposes of this subsection, the City shall not be obligated to comply with this
covenant if it obtains an opinion of nationally -recognized bond counsel to the effect that such failure
to comply will not adversely affect the excludability for federal income tax purposes from gross
income of the interest.
(f) Designation as Qualified Tax -Exempt Bonds. The City hereby designates the Certificate
as "qualified tax-exempt bonds" as defined in section 265 (b)(3) of the Code. In furtherance of such
designation, the City represents, covenants and warrants the following: (a) that during the calendar
year in which the Certificates are issued, the City (including any subordinate entities) has not
designated nor will designate bonds, which when aggregated with the Certificate, will result in more
than $10, 000, 000 ($30,000,000 for taxable years beginning after December 31, 2008 and ending prior
to January 1, 2011) of "qualified tax-exempt bonds being issued; (b) that the City reasonably
anticipates that the amount of tax-exempt obligations issued, during the calendar year in which the
GTOWN\CO\2010: Ordinance 22
Certificates are issued, by the City (or any subordinate entities) will not exceed $10, 000, 000
($30,000.,000 for taxable years beginning after December 31, 2008 and ending prior to January 1,
2011); and c that the City will take such action or refrain from such action as necessary, and as
more p articularl Y set forth in this Section, in order that the Bonds will not be considered "private
activity bonds" within the meaning of section 141 of the Code.
Section 12. SALE OF CERTIFICATES, OFFICIAL STATEMENT, The Certificates
are hereby sold to the bidder whose bid produced the lowest net effective .interest rate, pursuant to
the taking of public bids therefor, on this date, and shall be delivered to FTN Financial Capital
Markets the "Purchaser" at a price of $6, 593, 869. 3 8 (representing the par amount of the
Certificates of $6, 575, 000 plus accrued interest of $18, 869.3 8). The Certificates shall initially be
registered in the name of Cede & Co
Section 13. DEFAULT AND REMEDIES. (a) Events of Default. Each of the following
occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default:
(1) the failure to make payment of the principal of or interest on any of the Certificates
when the same becomes due and payable; or
(11) 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.
(1) 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 equity roceedin in e uit or at law, in any court of competent jurisdiction, for any relief permitted
b law, including the specific performance of any covenant or agreement contained herein,
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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.
(11)It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all Registered Owners of Certificates then outstanding.
(c) Remedies' Not Exclusive.
(1) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each andeverysuch remedy shall be cumulative and shall
be in addition to every other remedy given hereunder or under the Bonds or now or hereafter
existingat law or in equity; provided, however, that notwithstanding any other provision of
GTOWN\CO\2010: Ordinance 23
this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available
as a remedy under this Ordinance.
The exercise of an remedy herein conferred or reserved shall not be deemed a
(11) y
waiver of any other available remedy,
(111)Y pgB accepting the delivery of a Bond authorized under this Ordinance, such
Registered Owner agrees that the certifications required to effectuate any covenants or
rep ` resentations contained in this Ordinance do not and shall never constitute or give rise to
a p ersonal 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,
c)
or employee of the City, shall be charged personally by the Registered Owners with any
liability,or be personally liable to the Registered Owners under any term or provision of
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this Ordinance, or because of any Event of Default or alleged Event of Default under this
Ordinance.
Section 14. INTEREST EARNINGS ON CERTIFICATE PROCEEDS. Interest
earnin s derived from the investment of proceeds from the sale of the Certificates shall be used along
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with other certificate proceeds for the purpose for which the Certificates are issued set forth in
Section 1 hereof,, provided that after completion of such purpose, if any of such interest earnings
remain on hand such interest earnings shall be deposited in the Interest and Sinking Fund. It is
further provided, however, that any interest earnings on certificate proceeds which are required to
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be rebated to the United States of America pursuant to Section 11 hereof in order to prevent the
Certificates from being arbitrage certificates shall be so rebated and not considered as interest
_
earnings for the purposes of this Section.
Section 15. APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT,
LETTER OF REPRESENTATIONS AND OFFICIAL STATEMENT. Attached hereto as
Exhibit "A is a substantiall final form of Pa in Agent/Registrar Agreement with an attached
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Blanket Letter of Rep resentations. Each the Mayor, the City Manager and the Chief Financial Officer
are hereby authorized to amend, complete or modify such agreement as necessary and are further
• Y p -
authorized to execute such agreement and the City Secretary or the Deputy City Secretary is hereby
authorized to attest such agreement.
The City Y pp hereby approves the form and content of the Notice of Sale and Preliminary Official
Statement and Official Statement relating to the Certificates and any addenda, supplement or
amendment thereto pp
and approves the distribution of such Official Statement in the reoffering of the
Certificates by the Initial Purchaser in final form, with such changes therein or additions thereto as
the officer executing the same may deem advisable, such determination to be conclusively evidenced
by his execution thereof. The distribution and use of the Preliminary Official Statement dated April
12 2010, prior to the date hereof is ratified and confirmed. The City Council of the City hereby finds
and determines that the Preliminary Official Statement and the Official Statement were and are
"deemed final" as that term is defined in 17 C.F.R. Section 240.15c42) as of their respective dates.
GTOWN\CO\2010: Ordinance 24
Section 16. CONTINUING DISCLOSURE UNDERTAG. (a) Annual Reports.
The City shall provide annually to the MSRB, in an electronic format as prescribed by the MSRB,
within six months after the end of any fiscal year, financial information and operating data witA.
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respect to the City of the general type included in the final Official Statement authorized by
Section 15 of this Ordinance, being the information described in Exhibit "B" hereto. Any financial
statements to be so provided shall be (1) prepared in accordance with the accounting principles
described in Exhibit ''B" hereto, or such other accounting principles as the City may required to
employ from time to time pursuant to state law or regulation, and (2) audited, if the City commissions
an audit of such 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 such period, then the City
shall provide unaudited financial statements within such period, and audited financial statements for
the applicable fiscal year to the MSRB, when and if the audit report on such statements become
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 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) Material Event Notices. The City shall notify the MSRB, in an electronic format as
prescribed by the MSRB, in a timely manner, of any of the following events with respect to the
Certificates, if such event is material within the meaning of the federal securities laws:
A. Principal and interest payment delinquencies;
Be Non-payment related defaults;
CoUnscheduled 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 or events affecting the tax-exempt status of the
Certificates;
G. Modifications to rights of holders of the Certificates;
H. Certificate calls;
GTOWN\CO\2010: Ordinance 25
I. Defeasances;
J. Release, substitution, or sale of property securing repayment of the
Certificates; and -
K. Rating changes.
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) ofthis 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 Tong as, the City
remains an "obligated person" with respect to the Certificates within the meaning of the Rule, except
that the City Y in an event will give notice of any deposit made in accordance with Section 8of this
Ordinance that causes the Certificates no longer to be outstanding.
The ` provisions of this Section are for the sole benefit of the holders and beneficial owners of
the Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or
e uitable right, remedy , or claim hereunder to any other person. The City undertakes to provide only
Is
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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
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information that may be relevant or material to a complete presentation of the City's financial results,
condition., or p p ros ects 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
rep Y representation or warrant concerning such information or its usefulness to a decision to invest in or
sell Certificates at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT
OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY
SUCH PERS ON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH
SHALL BE LIMITED TO AN ACTION FOR MANDAMU4 i OR SPECIFIC PERFORMANCE.
No default b the City in observing or performing its obligations under this Section shall
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comprise a breach of or default under this Ordinance for purposes of any other provision01 this
Ordinance.
Should the Rule be amended to obligate the City to make filings with or provide notices to
entities other than the MSRB, the City hereby agrees to undertake such obligation with respect to the
Certificates in accordance with the Rule as amended.
GTOWN\CO\2010: Ordinance 26
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.
The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or a change
in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Certificates in the
primary offering of the Certificates in compliance with the Rule, taking into account any amendments
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or interpretations of the Rule since such offering as well as such changed circumstances and (2) either
the holders of a ma'orit in aggregate principal amount (or any greater amount required by any
(a) _ J Y
other provision of this Ordinance that authorizes such an amendment) of the outstanding Certificates
consents to such amendment or (b) a person that is unaffiliated with the City (such as nationally
reco nized bond counsel determines that such amendment will not materially impair the interest of
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the holders and beneficial owners of the Certificates. If the City so amends the provisions of this
Section, it shall include with any amended financial information or operating data next provided in
accordance withparagraph 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
'ud ment that such provisions of the Rule are invalid, but only if and to the extent that the provisions
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of this sentence would not prevent an underwriter from lawfully purchasing or selling Certificates in
the primary offering of the Certificates.
(d) Definitions. As used in this Section, the following terms have the meanings ascribed
to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"Rule means SEC Rule 15 c2-12, as amended from time to time.
SEC" means the United States Securities and Exchange Commission.
Section 17. ADDITIONAL BOND INSURANCE PROVISIONS. Bond Counsel is
authorized to insert any necessary necessa provisions required by the bond insurer and agreed to by the City
and the City Attorney.
Section 18. NO RECOURSE AGAINST CITY OFFICIALS. No recourse shall be had
for the payment principal ment of rinci al of or interest on any Certificates or for any claim based thereon or on
this Ordinance a ainst an official of the City or any person executing any Certificates.
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Section 19. FURTHER ACTIONS. The officers and employees of the City are hereby
authorizedp
empowered and directed from time to time and at any time "to do and perform all such
acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and
on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or
desirable in order to car out the terms and provisions of this Ordinance, the Certificates, the initial
carry
sale and delivery of the Certificates, the Paying Agent/Registrar Agreement, any insurance
GTOWN\CO\2010: Ordinance 27
commitment letter or insurance policy and the Official Statement. In addition, prior to the initial
delivery of the Certificates, the Mayor, the City Manager or Assistant City Manager, the City
Attorney and Bond Counsel are hereby authorized and directed to approve any technical changes or
corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance
necessary in order to (1) 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, (11) obtain a rating from any of the national bond rating agencies or satisfy requirements
of the Bond Insurer, or (111) obtain the approval of the Certificates by the Texas Attorney General's
office.
In case any officer of the City whose signature shall _appear on any Certificate shall cease to
be such officer before the delivery of such Certificate, such signature shall nevertheless be valid and
sufficient for all purposes the same as if such officer had remained in office until such delivery.
Section 20. INTERPRETATIONS. All terms defined herein and all pronouns used in this
Ordinance shall be deemed to apply equally to singular and plural and to all genders. The titles and
headings of the articles and sections of this Ordinance and the Table of Contents of this Ordinance
have been inserted for convenience of reference only and are not to be considered a part hereof and
shall not in any way mod41 ify or restrict any of the terms or provisions hereof. This Ordinance and all
the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein
and to sustain the validity of the Certificates and the validity of the lien on and pledge of the Pledged
Revenues to secure the payment of the Certificates.
Section 21. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions, or
parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
Section 22. INTERESTED PARTIES. Nothing in this Ordinance expressed or implied is
intended or shall be construed to confer upon, or to give to, any person or entity, other than the City
and the registered owners of the Certificates, any right, remedy or claim under or by reason of this
Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises
and agreements in this Ordinance contained by and on behalf of the City shall be for the sole and
exclusive benefit of the City and the registered owners of the Certificates.
Section 23. INCORPORATION OF RECITALS. The City hereby finds that the
statements set forth in the recitals of this Ordinance are true and correct, and the City hereby
incorporates such recitals as a part of this Ordinance.
Section 24. SEVERABILITY. If any provision of this Ordinance or the application thereof
to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application
thereof to other circumstances shall nevertheless be valid, and this governing body hereby declares
that this Ordinance would have been enacted without such invalid provision.
Section 25. REPEALER. All orders, resolutions and ordinances, or parts thereof,
inconsistent herewith are hereby repealed to the extent of such inconsistency.
GTOWN\CO\2010: Ordinance 28
Section 26 EFFECTIVE DATE. This Ordinance shall become effect immediately from and
after its passage assa a on first and final reading in accordance with Section 1201.028, Texas Government
Code, as amended.
Section 27. PERFECTION. Chapter 1208, Government Code, applies to the issuance of
the Certificates and the of ad valorem taxes and surplus net revenues granted by the City under
pledge
Sections 6 and 7 of this Ordinance and such is therefore valid, effective and perfected. If
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Texas law is amended at any time while the Certificates are outstanding and unpaid such that the
of ad valorem taxes and surplus net revenues ranted by the City under Sections 6 and 7 of
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this Ordinance is to be subject to the filing requirements of Chapter 9, Business & Commerce Code,
then in order to p g reserve to the registered owners of the Certificates the perfection of the security
interest in said the City agrees to take such measures as it determines are reasonable and
pledge,
necessaryunder Texas law to comply with the applicable provisions of Chapter 9, Business &
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Commerce Code and enable a filing to perfect the security interest in said pledge to occur.
Section 28. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby authorizes
the disbursement of a fee equal to the lesser of (1) one -tenth of one percent of the principal amount
of the Certificates or ii $9,500, provided that such fee shall not be less than $750, to the Attorney
General of Texas Public Finance Division for payment of the examination fee charged by the State
of Texas for the Attorney General's review and approval of public securities and credit agreements,
as required b Section 1202,004 of the Texas Government Code. The appropriate member of the
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City's staff is hereby instructed to take the necessary measures to make this payment. The City is also
authorized to reimburse the appropriate City funds for such payment from proceeds of the
Certificates.
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 16 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided annually
in accordance with such Section are as specified (and included in the Appendix or under the headings
of the Official Statement referred to) below:
(1) Table 1 -Valuation, Exemptions and General Obligation Debt;
(2) Table 2 -Taxable Assessed Valuations by Category;
(3) Table 3 -Valuation and General Obligation Debt History;.
(4) Table 4 -Tax Rate, Levy and Collection History;
(5) Table 5 -Ten Largest Taxpayers;
(6) Table 6 -Tax Adequacy;
(7) Table 8 -Pro-Froma General Obligation Debt Service Requirements;
(8) Table 9 -Interest and Sinking Fund Budget Projection;
(9) Table 10 -General Fund Revenues and Expenditure History;
(9) Table 11 -Municipal Sales Tax History; and
(10) Appendix B
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described
in the notes to the financial statements referred to in paragraph 1 above.
B-1
OFFICIAL BID FORM
Honorable Mayor and City Council
City of Georgetown, Texas
101 East 7th Street
Georgetown, Texas 78627
Members of the City Council:
April 14, 2010
Reference is made to your Official Statement and Notice of Sale and Bidding Instructions, dated April 15, 2010, of $6,575,000
CITY OF GEORGETOWN, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES
2010, both of which constitute a part hereof.
For your legally issued Certificates, as described in said Notice of Sale and Bidding Instructions and Official Statement, we will
pay you par and accrued interest from date of issue to date of delivery to us for Certificates maturing and bearing interest as
follows:
Maturity
(August 15)
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
Principal
Amount
$ 335000
435,000.
450,000
4659000
495,000
510,000
530,000
560,000
575,000
1859000
Interest
Rate
%
%
%
. %
cao W, %
a2.�%-
C:2, rf %
ta.go %
f Q %
%
Maturity
(August 15)
2021
2022
2023
2024
2025
2026
2027
2028
2029
Principal
Amount
$ 190,000
195,000
210,000
2155000
2259000
230,000
245,000
260,000
2659000
Interest
Rate
A, 4
Sor7
3. r7o %
2 CA %
�1. tj►� Rio
us %
44.(15 %
Of the principal maturities set forth in the table above, term certificates have been created as indicated in the following table
(which may include multiple term certificates, one term certificate or no term certificate if none is indicated). For those years
which have been combined into a term certificate, the principal amount shown in the table above shall be the mandatory sinking
fund redemption amounts in such years except that the amount shown in the year of the term certificate maturity date shall
mature in such year. The term certificates created are as follows:
Term Certificate
Maturing
August 15
rx
r7
Imo.
Year of
First Mandatory
Redemption
�aQPAJO
�c>�
Principal
Amount
Our calculation (which is not a part of this bid) of the interest cost from the above is:
TRUE INTEREST COST
425
Interest
Rate
We are having the Certificates of the following maturities insured by, at a
premium of $ ,said premium to be paid by the Certificate Purchaser. Any fees to be paid to the
rating agencies as .a result of said insurance will be paid by the City*
The Initial Certificates shall be registered in the name of ,which will, upon payment for the
C rt'f t b cancelled b the Pa in A ent/Re istrar The Certificates will then be registered in the name of Cede & Co.
e i ica
(DTC's partnership nominee), under the book -entry -only system.
A bank cashier's check or certified check of the Bank, , in the amount of
$131,500, which represents our Good Faith ]deposit (is attached hereto) or (has been made available to you prior to the opening
of this bid), and is submitted in accordance with the terms as set forth in the Official Statement and Notice of Sale and Bidding
Instructions.
We agree to accept delivery of the Certificates utilizing the book -entry -only system through DTC and make payment for the
Initial Certificate in immediately available funds in the Corporate Trust Division, The Bank of New York Mellon Trust
Company, National Association, Dallas, Texas, not later than 9:30 AM, CDT, on May 20, 2010, or thereafter on
Certificates are tendered for delivery, pursuant to the terms set forth in the Notice of Sale and Bidding Instructions.
obligation of the purchaser of the Certificates to complete the DTC Eligibility Questionnaire,
the date the
It will be the
The undersigned agrees to complete, execute, and deliver to the City, not later than the close of business on the business day
following the award of the sale of the Certificates, a certificate relating to the "issue price" of the Certificates in the form and to
the effect accompanying the Notice of Sale and Bidding Instructions, with such changes thereto as may be acceptable to the City.
We agree to provide in writing the initial reoffering prices and other terms, if any, to the Financial Advisor by the close of
the next business day after the award.
Respectfully submitted,
FTN Financial Ca
ital Markets
Name of Certificate Purchaser or Manager
Mason McWilliams
Authorized Representative
800.456.5460, x8006
Phone Number ZZ
ignature
ACCEPTANCE CLAUSE
Syndicate Members:
The above and foregoing bid is hereby in all things accepted by City of Georgetown, Texas, this the 27 h day of April, 2010.
ATTEST:
I
iviayor v
City of Georgetown, Texas