HomeMy WebLinkAboutORD 2010-09 - 2010 Gen Obligation BondsCERTIFICATE FOR ORDINANCE NO. (90100r09
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
CITY OF GEORGETOWN
We, the undersigned officers and members of the City of Georgetown, Texas (the "City"),
hereby certify as follows
1 The City Council of the City convened in REGULAR MEETING ON THE 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 1
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
GENERAL OBLIGATION BONDS, SERIES 2010; LEVYING AN AD VALOREM TAX
IN SUPPORT OF THE BONDS; APPROVING A PAYING AGENT/REGISTRAR
AGREEMENT, AN OFFICIAL STATEMENT AND OTHER RELATED DOCUMENTS;
AND AUTHORIZING OTHER MATTERS RELATING TO THE BONDS
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 Ivote:
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
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
GTO WN\GO\2010: OrdCert
TABLE OF CONTENTS
P
Preamble ....... .. .. ... 1
RECITALS, AMOUNT AND PURPOSE OF THE BONDS S AND
Section 1.
VISION STATEMENT sesessesseve to *geese 06648006*66 @a 02
Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS AND
MATURITIES OF BONDS passage*2
S ection 3 . INTERE S T geese* a an 000600006 885406666*03
S ection 4. CHARACTERISTICS TERI S TICS OF THE B OND S .. .. . . . 3
Section 5 . F ORM OF B OND . *fees* 00698664869006 7
Section 6, TAX LEVY ... a 0 a 0 . . .a 0 a a a a 0 0 a 0 a a. . .a a
... . .a wages sesosesed 0 0 a a 14
EFEASANCE OF BONDS S .. .. .... 15
Section 7. D
Section 8. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED B OND S 17
Section 9. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS;
BOND COUNSEL'S OPINION; CJSIP NUMBERS AND
ROVISION, IF OBTAINED . . . . 17
CONTINGENT INSURANCE P
Section 10. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THE B OND S mosseessesse sposeon geese a a as 18
S ection 1 l . SALE OF B OND S ..9606400604 as eggs so sees 0 0 of .. . . . . . geese a on 0921
S ection 12. APPROVAL OF OFFICIAL STATEMENT a 9 a a .
Section 13. APPROVAL OF A PAYING AGENT/REGISTRAR AGREEMENT .. 0 . .0 a a. 21
Section 14. CONTINUING DISCLOSURE UNDERTAKING l . .4 0 a. 21
Section 15, AMENDMENT OF ORDINANCE 9 a 6 0 a a . 0 ......... a 64006004 see 6890024
Section 16. DEFAULT A►ND REMEDIES............. games ...................
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Section 17. NO RECOURSE AGAINST CITY OFFICIALS 0 . . . .0 . . . .. a . .0 0 a. .0 a a 027
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TABLE OF CONTENTS
Preamble .. 1
Section 1. RECITALS, AMOUNT AND PURPOSE OF THE B OND S AND
VISION STATEMENT 00 00 bases of as 0000 swesood a 2
Section 2. DESIGNATION, DATE, DENOMINATIONS,NUMBERS AND
MATURITIES OF B OND S a a a 0 a 0 a 0 a 0 4 . .a 0 a 0 a 0 a a 0 a a a 0 0 a.. a 0 L 0 a a a a 2
`Section 3. INTEREST 0 . .a a 0 a 0 a a a a a a 0 0 a 0 9 a 0 a 0 a a. _ . 0 0 a 0 a 9 . .0 a 0 a 4 0 a a 0 a. . . . ... 3
Section 4. CHARACTERISTICS OF THE BONDS
Section5b FORM OF BOND assesses a .. .. 0 a a a 0 a 0 a 0 a a 7
Section 6. TAX LEVY gooffies an a seem as so @*Sao.. a a 14
Section 7 . DEFEASANCE OF B OND S ..me . .. .
Section 8. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED B OND S . . . . . 17
Section 9. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS;
BOND COUNSEL'S OPINION; CUSIP NUMBERS AND
CONTINGENT INSURANCE PRO VI S ION, IF OBTAINED 0 a a a 0 ... 0 0 a a 17
Section 10. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THE B ONDS ..... . gas 8eggs sees.. . . . . . . .....' . . so . . e gas 18
Section 1 l . SALE OF B OND S .. .
Section 12. APPROVAL OF OFFICIAL STATEMENT a 0 . .0 0 a a a a 0 4 0 0 a 9 0. 0 geneses 0021
Section 13. APPROVAL OF A PAYING AGENT/REGISTRAR AGREEMENT Romeoso0021
Section 14. CONTINUING DISCLOSURE UNDERTAKING. . . . .
Section 15 . AMENDMENT OF ORDINANCE .. 24
Section 16, DEFAULT AND REMEDIES a a a eggs does so . .a 0 a. .0 a a moosemea 0 a. .a a a a2 5
Section 17. NO RECOURSE AGAINST CITY OFFICIALS a..: . .a 0 a. .0 a a me 0 0 a. .a a 0 a27
1
ORDINANCE NO, 2010-
ORDINANCE AUTHORIZING` THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS
GENERAL OBLIGATION BONDS, SERIES 2010; LEVYING AN AD VALOREM TAX
IN SUPPORT OF THE BONDS; APPROVING A PAYING AGENT/REGISTRAR
AGREEMENT AND OTHER RELATED DOCUMENTS; AND AUTHORIZING OTHER
MATTERS RELATING TO THE BONDS
THE STATE OF TEXAS
COUNTIES OF WILLIAMSON AND TRAVIS
CITY OF GEORGETOWN §
WHEREAS, at an election held within the City of Georgetown, Texas (the "City") on
November 4 2008 the voters of the City authorized the City Council of the City to issue in one or
more series the bonds set forth in the proposition set forth below which aggregate $46,000,000 in
aggregate principal amount:
Proposition No. l
Shall the City Council of the City of Georgetown, Texas, be authorized to issue the
bonds of the City, in one or more series or issues, in the aggregate principal amount
of $46,000,000 with the bonds of each such series or issues, respectively, to mature
serially within not to exceed forty years from their date, and to be sold at such prices
and bear interest at such rates, as shall be determined within the discretion of the City
Council, in accordance with law at the time of issuance, for the purpose of
constructing, improving, extending, expanding, upgrading and/or developing streets,
roads, bridges and intersections, to wit: FM 971, Southeast Arterial 1, Northwest
Inner Loop/DB Wood Road, FM 1460 and Berry Creek Drive and a routing study for
SH 29, and related utility relocation, sidewalks, traffic safety and operational
improvements., purchase of any necessary rights-of-way, drainage and other related
costs; and shall said City Council be authorized to levy and cause to be assessed and
collected annual ad valorem taxes on all taxable property in the City in an amount
sufficient to pay the annual interest on said bonds and provide a sinking fund to pay
the bonds at maturity?
WHEREAS, the City Council has previously issued its General Obligation Bonds, Series
2009 in the aggregate principal amount of$1,175,000 to construct, improve, extend, expand, upgrade
and/or develop City streets, roads, bridges and intersections and paying the costs associated with the
issuance of the Bonds; and
GTOWN\GO\2010: Ordinance
WHEREAS, the City Council deems it to be in the best interest of the City to issue an
additional $1,365,000 of the Proposition No. 1 authorization, reserving the right to issue the
remaining $43,460,000 of bonds authorized but unissued from Proposition No. 1; and
WHEREAS, it is hereby officially found and determined that the meeting at which this
Ordinance was passed was open to the public, and public notice of the time, place and purpose of the
meeting was given, all as required by Chapter 551, Texas Government Code,
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF
GEORGETOWN, TEXAS:
Section 1. RECITALS, AMOUNT AND PURPOSE OF THE BONDS AND VISION
STATEMENT. (a) Recitals, Amount and Purpose. The recitals set forth in the preamble hereof
are incorporated herein and shall have the same force and effect as if set forth in this section) The
bond or bonds of the City are hereby authorized to be issued pursuant to Chapter 1331 Texas
Government Code, as amended and delivered in the aggregate principal amount of $1)3651000) to
(A) construct, improve, extend, expand, upgrade and/or develop City streets, roads, bridges and
intersections and (B) pay the costs associated with the issuance of the Bonds as further set forth in
the preamble to this Ordinance.
(b) Vision Statement. The City Council hereby finds that the enactment of this Ordinance
and issuance of the Bonds complies with the Vision Statement of the City.
Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS AND
MATURITIES OF BONDS. Each bond issued pursuant to this Ordinance shall be designated:
"CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION BONDS, SERIES 2010"
and initially there shall be issued, sold, and delivered hereunder fully registered bonds, without interest
coupons, dated April 15, 2010, in the respective denominations and principal amounts hereinafter
stated., numbered consecutively from R-1 upward (except the Initial Bond submitted to the Attorney
General of the State of Texas which will be numbered T-1), payable to the respective initial registered
owners thereof (as designated in Section 12 hereof), or to the registered assignee or assignees of the
Bonds or any portion or portions thereof (in each case, the "Registered Owner"), and the Bonds 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:
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YEARS AMOUNTS YEARS AMOUNTS
2011 $ 30,000 2021 $ 751000
2012 501000 2022 80,000
2013 5 0, 000 2023 80, 000
2014 551000 2024 85.1000
2015 551000 2025 905000
2016 60, 000 2026 95, 000
2017 60, 000 2027 95.1000
2018 65,000 2028 1001000
2019 701000 2029 105, 000
2020 701000
The term "Bonds" as used in this Ordinance shall mean and include collectively the bonds initially
issued and delivered pursuant to this Ordinance and all substitute bonds exchanged therefor, as well
as all other substitute bonds and replacement bonds issued pursuant hereto, and the term "Bond" shall
mean any of the Bonds.
Section 3. INTEREST. The Bonds scheduled to mature during the years, respectively, set
forth below shall bear interest from the dates specified in the FORM OF BOND set forth in this
Ordinance to their respective dates of maturity at the following rates per annum:
YEARS RATES YEARS RATES
2011 _ 3.000% 2021 38500%
2012 3.500 12022 3.625
2013 3 500 2023 3.750
2014 3.500 2024 3.850
2015 3.500 2025 3.900
2016 3.500 2026 4.000
2017 3.500 2027 4.100
2018 3.000 2028 4.200
2019 3.125 2029 4.250
2020 3.250
Interest shall be payable in the manner provided and on the dates stated in the FORM OF BOND set
forth in this Ordinance.
Section 4. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer1
Conversion and Exchange; Authentication. The City shall keep or cause to be kept at The Bank of
New York Mellon Trust Company, National Association in Dallas, Texas (the "Paying
Agent/Registrar") books or records for the registration of the transfer, 'conversion and exchange of
the Bonds (the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar as
its registrar and transfer agent to keep such books or records and make such registrations of transfers,
conversions and exchanges under such reasonable regulations as the City and Paying Agent/Registrar
may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions
GTOWN\GO\2010: Ordinance 3
and exchanges as herein provided within three days of presentation in due and proper form. The
Paying Agent/Registrar shall obtain and record in the Registration Books the address of the
Registered Owner of each Bond to which payments with respect to the Bonds shall be mailed, as
herein provided; but it shall be the duty of each Registered Owner to notify the Paying
Agent/Registrar in writing of the address to which payments shall be mailed, and such interest
payments shall not be mailed unless such notice has been given. The City shall have the right to
inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but
otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless
otherwise required by law, shall not permit their inspection by any other entity. The Paying
Agent/Re9istrar shall make a copy of the Registration Books available in the State of Texas. The
City shall pay the Paying Agent/Registrar I s standard or customary fees and charges for making such
registration, transfer, conversion, exchange and delivery of a substitute Bond or Bonds. Registration
of assignments, transfers, conversions and exchanges of Bonds shall be made in the manner provided
and with the effect stated in the FORM OF BOND set forth in this Ordinance. Each substitute Bond
shall bear a letter and/or number to `distinguish it from each other Bond.
Except as provided in Section 4(c) hereof, an authorized representative of the Paying
Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the Bond, and
no such Bond shall be deemed to be issued or outstanding unless such Bond is so executed. The
Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for conversion
and exchange. No additional orders, orders, or resolutions need be passed or adopted by the govern-
ing body of the City or any other body or person so as to accomplish the foregoing conversion and
exchange of any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the
printing, execution, and delivery of the substitute Bonds in the manner prescribed herein, and the
Bonds shall be of type composition printed on paper with lithographed or steel engraved borders of
customary weight and strength. Pursuant to Chapter 1206, Texas Government Code, as amended,
and particularly `Subchapter B thereof, the duty of conversion and exchange of Bonds as aforesaid
is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the Bond, the
converted and exchanged Bond shall be valid, incontestable, and enforceable in the same manner and
with the same effect as the Bonds which initially were issued and delivered pursuant to this
Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts
(b) Payment of Bonds and Interest. The City hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, all
as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments
made by the City and the Paying Agent/Re 9istrar with respect to the Bonds, and of all conversions
and exchanges of Bonds, and all replacements of Bonds, as provided in this Ordinance. However,
in the event of a nonpayment of interest on a scheduled payment date, and for thirty (3 0) days thereaf-
ter, a new record date for such interest payment (a "Special Record Date") will be established by the
Paying Agent/Registrar, if and when funds for the payment of such interest have been received from
the City. Notice of the Special Record Date and of the scheduled payment date of the past due
interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business
days prior to the Special Record Date by United States mail, - first-class postage prepaid, to the
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address of each Registered Owner appearing on the Registration Books at the close of business on
the last business day next preceding the date of mailing of such notice.
(c) In General. The Bonds (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Bonds to be payable only to the Registered
Owners thereof, (ii) maybe transferred and assigned, (iii) maybe converted and exchanged for other
Bonds, (iv) shall have the characteristics, (v) shall be signed, sealed, executed and authenticated, (vi)
the principal of and interest on the Bonds shall be payable, and (vii) shall be administered and the
gent/Registrar and the City shall have certain duties and responsibilities with r
Paying Aespect to the
Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF
BOND set forth in this Ordinance. The Bonds initially issued and delivered pursuant to this
Ordinance are not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but
on each substitute Bond issued in conversion of and exchange for any Bond or Bonds issued under
this Ordinance the Paying Agent/ Registrar shall execute the PAYING AGENT%REGISTRAR'S
AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF BOND.
(d) Substitute Pam Agent/Registrar. The City covenants with the Registered Owners of
the Bonds that at all times while the Bonds are outstanding the City will provide a competent and
legally qualified bank, trust company, financial institution, or other agency to act as andp erform the
services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying
Agent/Registrar will be one entity. The City reserves the right to, and may, at its option, change the
Paying Agentaegistrar upon not less than 3 0 days written notice to the Paying Agent/Registrar., to
be effective at such time which will not disrupt or delay payment on the next principal or interest
payment date after such notice. In the event that the entity at any time acting as Paying
Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise
cease to act as such, the City covenants that promptly it will appoint a competent and legally qualified
bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this
Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar
promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other
pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated and
appointed by the City. Upon any change in the Paying Agent/Registrar, the City promptly will cause
a written notice thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of
the Bonds, by United States mail, first-class postage prepaid, which notice also shall give the address
of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying
g
Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified
copy of this Ordinance shall be delivered to each Paying Agent/Registrar.
(e) Book -Entry -Only S,, stem. The Bonds issued in exchange for the Bonds initially issued
as provided in Section 4(h) shall be issued in the form of a separate single fully registered Bond for
each of the maturities thereof registered in the name of Cede & Co., as nominee of The Depository
p ry
Trust Company of New York ("DTC") and except as provided in subsection (f) hereof, all of the
outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC.
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With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the City
and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and
dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf
DTC was created to hold securities to facilitate the clearance and settlement of securities transactions
among DTC participants (the "DTC Participant") or to any person on behalf of whom such a DTC
Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the
City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the
accuracy of the records of DTC Cede & Co. or any DTC Participant with respect to any ownership
interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a
Registered Owner, as shown on the Registration Books, of any notice with respect to the Bonds, or
(iii) the payment to any DTC Participant or any person, other than a Registered Owner, as shown on
the Registration Books of any amount with respect to principal of or interest on the Bonds.
Notwithstanding any other provision of this Ordinance to 'the` contrary, but to the extent permitted
by law, the City and the Paying Agent/Registrar shall be entitled to treat and consider the person in
whose name each Bond is registered in the Registration Books as the absolute owner of such Bond
for the purpose of payment of principal of and interest, with respect to such Bond, for the purposes
of registering transfers with respect to such Bond, and for all other purposes of registering transfers
with respect to such Bonds, and for all other purposes whatsoever. The Paying Agent/Registrar shall
pay all principal of and interest on the Bonds only to or upon the order of the respective Registered
Owners, as shown in the Registration Books as provided in this Ordinance, or their respective
attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy
and discharge the City's obligations with respect to payment of principal of and interest on the Bonds
to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in the
Registration Books, shall receive a Bond evidencing the obligation of the City to make payments of
principal, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying
Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee
in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks
being mailed to the registered owner at the close of business on the Record Date the word "Cede
Co." in this Ordinance shall refer to such new nominee of DTC.
(f) Successor Securities Depositor; Transfer OutsideBook-Entry�Only System, Inthe event
that the City determines to discontinue the book -entry system through DTC or a successor or DTC
determines to discontinue providing its services with respect to the Bond, the City shall either (i)
appoint a successor securities depository, qualified to act as such under Section 17(a) of the
Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the
appointment of such successor securities depository and transfer one or more separate Bonds to such
successor securities depository or (ii) notify DTC and DTC Participants of the availability through
DTC of Bonds and transfer one or more separate Bonds to TC Participants having Bonds credited
to their, DTC accounts. In such event, the Bonds shall no -longer be restricted to being registered in
the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the
name of the successor securities depository, or its nominee, or in whatever name or names the
Registered Owner transferring or exchanging Bond shall designate, in accordance with the provisions
of this Ordinance.
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6
(g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the
contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of, and interest on such Bond and all notices with respect to such
Bond shall be made and given, respectively, in the manner provided in the Letter of Representations
of the City to DTC.
(h) DTC Blanket Letter of Representations. The City confirms execution of a Blanket Issuer
Letter of Representations with DTC establishing the Book -Entry -Only System which will be utilized
with respect to the Bonds.
(i) Cancellation of Initial Bond. On the closing date, one Initial Bond representing the entire
principal amount of the Bonds, payable in stated installments to the order of the purchaser of the
Bonds or its designee set forth in Section 12 of this Ordinance, executed by manual or facsimile
signature of the Mayor or Mayor Pro -tem and City Secretary, approved by the Attorney General of
Texas, and registered and manually signed by the Comptroller of Public Accounts of the State of
Texas, will be delivered to such Underwriters set forth in Section 12 of this Ordinance or its designee.
Upon payment for the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond and
deliver to DTC on behalf of such Underwriters one registered definitive Bond for each year of
maturity of the Bonds, in the aggregate principal amount of all the Bonds for such maturity.
Section `5. FORM OF BOND. The form of the Bond, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment, the form of initial Bond and
the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to
be attached to the Bonds initially issued and delivered pursuant to this Ordinance, shall be, respec-
tively, substantially as follows, with such appropriate variations, omissions, or insertions as are
permitted or required by this Ordinance including any reproduction of an opinion of counsel and
information regarding the issuance of any bond insurance policy.
FORM OF BOND
NO. R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
WILLIAMSON COUNTY
CITY OF GEORGETOWN, TEXAS
GENERAL OBLIGATION BOND,
[`I T T1 TT1 el A A 4 A
PRINCIPAL AMOUNT: DOLLARS
ON THE MATURITY DATE specified above, GEORGETOWN, TEXAS (the "City
being a political subdivision of the State of Texas, hereby promises to pay to the Registered Owner
set forth above, or registered assigns (hereinafter called the "Registered Owner") the principal amount
set forth above, and to pay interest thereon from April 15, 2010, on February 15, 2011 and
semiannually thereafter on each February 15 and August 15 to the maturity date specified above, or
the date of redemption prior to maturity, at the interest rate per annum specified above calculated on
the basis of a 360 -day year of twelve 30 -day months; except that if this Bond is required to be
authenticated and the date of its authentication is later than the first Record Date (hereinafter
defined), such principal amount shall bear interest from the interest payment date next preceding the
date of authentication, unless such date of authentication is after any Record Date but on or before
the next following interest payment date, in which case such principal amount shall bear interest from
such next following interest payment date; provided, however, that if on the date of authentication
hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged or converted
from is due but has not been paid, then this Bond shall bear interest from the date to which such
interest has been paid in full. Notwithstanding the foregoing, during any period in which ownership
ofthe Bonds is determined only by a book entry at a securities depository for the Bonds, any payment
to the securities depository, or its nominee or registered assigns, shall be made` in accordance with
existing arrangements between the City and the securities depository.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the
United States of America, without exchange orcollectioncharges. The principal of this Bond shall
be paid to the Registered Owner hereof upon presentation and surrender of this Bond at maturity or
upon the date fixed for its redemption prior to maturity, at The Bank of New York Mellon Trust
Company, N.A., (the "Paying Agent/Registrar") at their ofice for payment in Dallas, Texas (the
"Designated Payment/Transfer Office"). The payment of interest on this Bond shall be made by the
Paying Agent/Registrar to the Registered Owner hereof on each interest payment date by check or
draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable
solely from, funds of the City required by the ordinance authorizing the issuance of this Bond (the
"Bond Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter
provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail,
first-class postage prepaid, on each such interest payment date, to the Registered Owner hereof, at
its address as it appeared on the close of business on the last day of the month next preceding each
such date (the "Record Date") on the registration books kept by the Paying Agent/Registrar (the
"Registration Books"). In addition, interest may be paid by such other method, acceptable to the
Paying Agent/Registrar, requested by, and at the risk and expense of, the Registered Owner. In the
event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new
record date for such interest payment (a "Special Record Date") will be established by the Paying
Agent/Registrar, if and when funds for the payment of such interest have been received from the City.
Notice of the Special Record Date and of the scheduled payment date of the past due interest (which
shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the
Special Record Date by United States mail, first-class postage prepaid, to the address of each owner
GTOWN\GO\2010: Ordinance 8
of a Bond appearing on the Registration Books at the close of business on the last business day next
preceding the date of mailing of such notice.
DURING ANY PERIOD in which ownership of the Bonds is determined only by a book
entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and
bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and bearing
such interest rate shall be selected in accordance with the arrangements between the City and the
securities depository.
ANY ACCRUED INTEREST due at maturity as provided herein shall be paid to the
Registered Owner upon presentation and surrender of this Bond for payment at the Designated
Payment/Transfer Office of the Paying Agent/Registrar. The City covenants with the Registered
Owner of this Bond that on or before each payment date for this Bond it will make available to the
Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Bond Ordinance, the
amounts required to provide for the payment, in immediately available funds, of all principal of and
interest on the Bonds, when due.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where the
principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which is not
such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close;
and payment on such date shall have the same force and effect as if made on the original date payment
was due.
THIS BOND is one of a series ofBonds dated April 15, 2010, authorized in accordance with
the Constitution and laws of the State of Texas in the principal amount of $1,365,000, FOR THE
PURPOSE (A) CONSTRUCT, IMPROVE, EXTEND, EXPAND, UPGRADE AND/OR
DEVELOP CITY STREETS, ROADS, BRIDGES AND INTERSECTIONS AND (B) PAY
THE COSTS ASSOCIATED WITH THE ISSUANCE OF THE BONDS AS FURTHER SET
FORTH IN THE PREAMBLE TO THIS ORDINANCE,
WITH RESPECT TO any optional redemption of the Bonds, unless certain prerequisites
to such redemption required by the Bond Order have been met and moneys sufficient to pay the
principal of and premium, if any, and interest on the Bonds to be redeemed shall have been received
by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state
that said redemption may, at the option of the City, be conditional upon the satisfaction of such
prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed
for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional
notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not
received, such notice shall be of no force and effect, the District shall not redeem such Bonds and the
Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given,
to the effect that the Bonds have not been redeemed.
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ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Bond
Ordinance, this Bond, or any unredeemed portion hereof, may, at the request of the Registered
Owner or the assignee or assignees hereof, be assigned, transferred, converted into and exchanged
for a like aggregate principal amount of fully registered Bonds, without interest coupons, payable to
the appropriate Registered Owner, assignee or assignees, as the case may be, having the same
denomination or denominations in any integral multiple of $5,000 as requested in writing by the
appropriate Registered Owner, assignee or assignees, as the case maybe, upon surrender ofthis Bond
to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set
forth in the Bond Ordinance. Among other requirements for such assignment and transfer, this Bond
must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments
of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar,
evidencing assignment of this Bond or any portion or portions hereof in any integral multiple of
$5,000 to the assignee or assignees in whose name or names this Bond or any such portion or
portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Bond
may be executed by the Registered Owner to evidence the assignment hereof, but such method is not
exclusive., and other instruments of assignment satisfactory to the Paying Agent/Registrar may be
used to evidence the assignment of this Bond or any portion or portions hereof from time to time by
the Registered Owner. The Paying Agent/Registrar's reasonable standard or customary fees and ,
charges for assigning, transferring, converting and exchanging any Bond or portion thereof will be
paid by the City. In any circumstance, any taxes or governmental charges required to be paid with
respect thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange,
as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be
required to make any such transfer, conversion, or exchange during the period commencing on the
close of business on any Record Date and ending with the opening of business on the next following
principal or interest payment date.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring
this Bond shall be modified to require the appropriate person or entity to meet the requirements of
the securities depository as to registering or transferring the book entry to produce the same effect.
0 THE EVENT any Paying Agent/Registrar for the Bonds is changed by the City, resigns,
or otherwise ceases to act as 'such, the City has covenanted in the Bond Ordinance that it promptly
will appoint a competent and legally qualified substitute therefor, and cause written notice Ithereof to
be mailed to the Registered Owners of the Bonds.
IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly
authorized, issued, and delivered; that all acts, conditions, and things required or proper to be
performed, exist, and be done precedent to or in the authorization, issuance, and delivery ofthis Bond
have been performed, existed, and been done in accordance with law; and that ad valorem taxes
sufficient to provide for the payment of the interest on and principal of this Bond, as such interest
comes due, and as such principal matures, have been levied and ordered to be levied against all
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taxable property in the City, and have been pledged for such payment, within the limitrescribed b
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law.
BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby
acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound b such
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terms and provisions acknowledges that the Bond Ordinance is duly recorded and available for
inspection in the official minutes and records of the governing body of the City, and agrees that the
terms and provisions of this Bond and the Bond Ordinance constitute a contract between each
Registered Owner hereof and the City.
IN WITNESS WHEREOF, the City has caused this Band to be signed with the manual or
facsimile signature of the Mayor of the City and countersigned with the manual or facsimile signature
I f the City Secretary and has caused the official seal of the City to be duly impressed, or placed in
facsimile, on this Bond.
N ALA44 9 a 4c��
Secretary. Mayor
[CITY SEAL]
FORM. OF PAYING AGENT/REGISTRAR' S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under thep rovisions of the Bond
Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or
replacement of, or in exchange for, a Bond, Bonds, or a portion of a Bond or Bonds of a Series which
GTOWN\GO\2010: Ordinance 11
originally Was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas.
Dated THE BANK OF NEW YORK
MELLON TRUST COMPANY,
NATIONAL ASSOCIATION
Paying Agent/Registrar
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)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney, to register the transfer ofthe within
Bond on the books kept` for registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
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NOTICE Signature(s) must be NOTICE: The signature above
guaranteed by a member firm of must correspond with the name
the New York Stock Exchange or of the Registered Owner as it
a commercial bank or trust company. appears upon the front of this
Bond in every particular, with-
out alteration or enlargement
or any change whatsoever.
FORM OF REGISTRATION CERTIFICATE OF
THE COMPTROLLER OF PUBLIC ACCOUNTS FOR THE INITIAL BOND ONLY:
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity, and approved by
the Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller
of Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts
of the State of Texas
[COMPTROLLER'S SEAL]
INSERTIONS FOR THE INITIAL BOND
The Initial Band shall be in the form set forth in this Section, except that:
A. immediately under the name of the Bond, the headings "INTEREST RATE" and
"MATURITY DATE" shall both be completed with the words "As shown below" and
"CUSIP NO." shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"ON THE MATURITY DATE SPECIFIED BELOW, the City of Georgetown, Texas (the
"City"), being a political subdivision, hereby promises to pay to the Registered Owner specified
above, 'or registered assigns (hereinafter called the "Registered Owner"), on August 15 in each of the
years, in the principal installments and bearing interest at the per annum rates set forth in the
following schedule:
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Years Amounts Rates
(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 3 60 -day year of twelve 30 -day months) from April 15, 2010 at the respective Interest Ratep er
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 Bond is required to be authenticated and the date of its authentication is later than
the first Record Date (hereinafter defined), such principal amount shall bear interest from the interest
payment date next preceding the date of authentication, unless such date of authentication is after any
Record Date but on or before the next following interest payment date, in which case such 'rinci al
p p
amount shall bear interest from such next following interest payment date; provided, however, that
if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Band
is being exchanged is due but has not been paid, then this Bond shall bear interest from the date to
which such interest has been paid in full."
C The initial Bond shall be numbered "T -P'
Section 6. TAX LEVY. (a) Payment of the Bonds. A special Interest and Sinking Fund the
"Interest and Sinking Fund") is hereby created solely for the benefit of the Bonds, and the Interest
and Sinking Fund shall be established and maintained by the City at an official depository bank of the
p rY
City. The Interest and Sinking Fund shall be kept separate and apart from all other funds and
accounts of the City, and shall be used only for paying the interest on and principal of the Bonds. All
ad valorem taxes levied and collected for and on account of the Bonds shall be deposited, as
collected, to the credit of the Interest and Sinking Fund. During each year while any of the Bonds
or interest thereon are outstanding and unpaid, the governing body of the City p shall compute and
ascertain a rate and amount of ad valorem tax which will be sufficient to raise androduce the money
Y
required to pay the interest on the Bonds as such interest comes due, and top rovide and maintain a
sinking fund adequate to pay the principal of the Bonds as such principal matures but never less than
2% of the original principal amount of the Bonds as a sinking fund each year); and the tax shall be
based on the latest approved tax rolls of the City, with full allowance being made for tax
delinquencies and the cost of tax collection. The rate and amount of ad valorem tax is hereby levied,
and is hereby ordered to be levied, against all taxable property in the City for eachear while an of
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the Bonds or interest thereon are outstanding and unpaid; and the tax shall be assessed and collected
each such year and deposited to the credit of the Interest and Sinking Fund. The ad valorem taxes
sufficient to provide for the payment of the interest on and principal of the Bonds, as such interest
comes due and such principal matures, are hereby pledged for such payment, within the limit
prescribed by law. Accrued interest on the Bonds shall be deposited in the Interest and Sinking Fund.
(b) Perfection. Chapter 1208, Texas Government Code, applies to the issuance of the Bonds
and the pledge of the ad valorem taxes granted by the City under this Section, and is therefore valid,
effective, and perfected. If Texas law is amended at any time while the Bonds are outstanding and
GTOWN\GO\2010: Ordinance 14
unpaid such that the pledge of the ad valorem taxes granted by the City under this Section is to be
subject to the filing requirements of Chapter 9, Business & Commerce Code, then in order to preserve
to the Owners of the Bonds the perfection of the security interest in said pledge, the City agrees to
take such measures as it determines are reasonable and necessary under Texas law to comply with
the applicable provisions of Chapter 9, Business & Commerce Code and enable a filing to perfect the
security interest in said pledge to occur.
Section 7. DEFEASANCE OF BONDS (a) Any Bond and the interest thereon shall be
deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of this
Ordinance, except to the extent provided in subsections (c) and (e) of this Section, when payment of
the principal of such Bond, plus interest thereon to the due date or dates (whether such due date or
dates be by reason of maturity, upon redemption, or otherwise) either (i) shall have been made or
caused to be made in accordance with the terms thereof (including the giving of any required notice
of redemption or the establishment of irrevokable provisions for the giving of such notice) or (ii) shall
have been provided for on or before such due date by irrevocably depositing with or making available
to the Paying Agent/Registrar or an eligible trust company or commercial bank for such `payment (1)
lawful money of the United States of America sufficient to make such payment, (2) Defeasance
Securities, certified by an independent public accounting firm of national reputation to mature as to
principal and interest in such amounts and at such times as will ensure the availability, without
reinvestment, of sufficient money to provide for such payment and when proper arrangements have
been made by the City with the Paying Agent/Registrar or an eligible trust company or commercial
bank for the payment of its services until all Defeased Bonds shall have become due and payable or
(3) any combination of (1) and (2). At such time as a Bond shall be deemed to be a Defeased Bond
hereunder, as aforesaid, such Bond and the interest thereon shall no longer be secured by, payable
from, or entitled to the benefits of, the ad valorem taxes herein levied as provided in this Ordinance,
and such principal and interest shall be payable solely from such money or Defeasance Securities.
(b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of a Bond as
aforesaid when proper notice of redemption of such Bonds shall have been given or upon the
establishment of irrevokable provisions for the giving of such notice, in accordance with this
Ordinance. Any money so deposited with the Paying Agent/Registrar or an eligible trust company
or commercial bank as provided in this Section may at the discretion of the City also be invested in
Defeasance Securities, maturing in ( the amounts and at the times as hereinbefore set forth, and all
income from all Defeasance Securities in possession of the Paying Agent/Registrar or an eligible trust
company or commercial bank pursuant to this Section which is not required for the payment of such
Bond and premium, if any, and interest thereon with respect to which such money has been so
deposited, shall be remitted to the City.
(c) Notwithstanding any provision of any other Section of this Ordinance which may be
contrary to the provisions of this Section, all money or Defeasance Securities set aside and held in
trust pursuant to the provisions of this Section for the payment of principal of the Bonds and
premium, if any, and interest thereon, shall be applied to and used solely for the payment of the
particular Bonds and premium, if any, and interest thereon, with respect to which such money or
Defeasance Securities have been so set aside in trust. Until all Defeased Bonds shall have become
GTOWN\GO\2010: Ordinance 15
due and payable, the Paying Agent/Registrar shall perform the services ofPaying Agent/Registrar for
such Defeased Bonds the same as if they had not been defeased, and the City shall make proper
arrangements Ito provide and pay for such services as required by this Ordinance.
(d) Notwithstanding anything elsewhere in this Ordinance, if money or Defeasance Securities
have been deposited or set aside with the Paying Agent/Registrar or an eligible trust company or
commercial bank pursuant to this Section for the payment of Bonds and such Bonds shall not have
in fact been actually paid in full, no amendment of the provisions of this Section shall be made without
the consent of the registered owner of each Bond affected thereby.
(e) Notwithstanding the provisions of subsection (a) immediately above, to the extent that,
upon the defeasance of any Defeased Bond to be paid at its maturity, the City retains the right under
Texas law to later call that Defeased Bond for redemption in accordance with the provisions of this
Ordinance, the City may call such Defeased Bond for redemption upon complying with the provisions
of Texas law and upon the satisfaction of the provisions of subsection (a) immediately above with
respect to such Defeased Bond as though it was being defeased at the time of the exercise of the
option to redeem the Defeased Bond and the effect of the redemption is taken into account in
determining the sufficiency of the provisions made for the payment of the Defeased Bond.
As used herein, "Defeasance Securities" means (i) Federal Securities, (ii) noncallable
obligations of an agency or instrumentality of the United States of America, including obligations that
are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the
City adopts or approves proceedings authorizing the issuance of refunding bonds or otherwise
provide for the funding of an escrow to effect the defeasance of the Bonds are rated as to investment
quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent, (iii)
noncallable obligations of a state or an agency or a county, municipality, or other political subdivision
of a state that have been refunded and that, on the date the City adopts or approves proceedings
authorizing the issuance of refunding bonds or otherwise provide for the funding of an escrow to
effect the defeasance of the Bonds, are rated as to investment quality by a nationally recognized
investment rating firm no less than "AAA" or its equivalent and (iv) any other then authorized
securities or obligations under applicable State law that may be used to defease obligations such as
the Bonds.
"Federal Securities" as used herein means direct, noncallable obligations of the United States
of America, including obligations that are unconditionally guaranteed by the United States of America
(including Interest Strips of the Resolution Funding Corporation),
Section 8. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS.
(a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen, or
destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new Bond
of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or
destroyed Bond, in replacement for such Bond in the manner hereinafter provided.
GTOWN\GO\2010: Ordinance 16
(b) Application for Replacement Bonds. Application for replacement of damaged, mutilated,
dost, stolen, or destroyed Bonds shall be made by the Registered Owner thereof to the Paying
Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the Registered Owner
applying for a replacement bond shall furnish to the City and to the Paying Agent/Registrar such
security or indemnity as may be required by them to save each of them harmless from any loss or
damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond, the
Registered Owner shall furnish .to the City and to the Paying Agent/Registrar evidence to their
satisfaction of the loss, theft, or destruction of such Bond, as the case may be. In every case of
damage or mutilation of a Bond, the Registered Owner shall surrender to the Paying Agent/Registrar
for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the
event any such Bond shall have matured, and no default has occurred which is then continuing in the
payment of the principal of, redemption premium, if any, or interest on the Bond, the City may
authorize the payment of the same (without surrender thereof except in the case of a damaged or
mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished
as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement Bond,
the Paying Agent/Registrar shall charge the Registered Owner of such Bond with all legal, printing,
and other expenses in connection therewith. Every replacement Bond issued pursuant to the
provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall
constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed Bond shall
be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this
Ordinance equally and proportionately with any and all other Bonds duly issued under this Ordinance.
(e) Authority for Issuing Replacement Bonds. In accordance with Subchapter B of Texas
Government Code, Chapter 1206, this Section of this Ordinance shall constitute authority for the
issuance of any such replacement Bond without necessity of further action by the governing body of
the City or any other body or person, and the duty of the replacement of such Bonds is hereby
authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall
authenticate and deliver such Bonds in the form and manner and with the effect, as provided in
Section 4(a) of this Ordinance for Bonds issued in conversion and exchange for other Bonds.
Section 9. CUSTODY, APPROVAL, AND, REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION, CUS11P NUMBERS AND CONTINGENT INSURANCE
PROVISION, IF OBTAINED. The Mayor of the City is hereby authorized to have control of the
Bonds initially issued and delivered hereunder and all necessary records and proceedings pertaining
to the Bonds pending their delivery and their investigation, examination, and approval by the Attorney
General of the State of Texas, and their registration by the Comptroller of Public Accounts of the
State of Texas. Upon registration of the Bonds the Comptroller of Public Accounts (or a deputy
designated in
'writing to act for the Comptroller) 'shall manually sign the Comptroller's Registration
Certificate attached to such Bonds, and the seal of the Comptroller shall be impressed, or placed in
facsimile, on such Certificate. The approving legal opinion of the City's Bond. Counsel and the
GTOWMGO\2010: Ordinance 17
assigned CUSIP numbers may, at the option of the City, be printed on the Bonds issued and delivered
under this Ordinance, but neither shall have any legal effect, and shall be solely for the convenience
and information of the Registered Owners of the Bonds. In addition, if bond insurance or other credit
enhancement is obtained, the Bonds may bear an appropriate legend.
Section 10 COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THE BONDS. (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 Bonds as obligations described
in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which
is not includable in the "gross income" of the holder for purposes of federal income taxation. In
furtherance thereof, the City covenants as follows:
(1) to take any action to assure that no more than 10 percent of the proceeds of the
Bonds or the Refunded Obligations or the projects financed or refinanced therewith (less
amounts deposited to a reserve fund, if any) are used for any ''private business use,'' as
defined in section 141(b)(6) of the Code or if more than 10 percent of the proceeds of the
Bonds or the Refunded Obligations or the projects financed or refinanced therewith are so
used, such amounts, whether or not received by the City, with respect to such private business
use, do not, under the terms of this Ordinance or any underlying arrangement, directly or
indirectly, secure or provide for the payment of more than 10 percent of the debt service on
the Bonds, in contravention of section 141(b)(2) of the Code;
(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 Bonds or the
Refunded Obligations or the projects financed or refinanced therewith (less amounts
deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a
if private business use which is related and not disproportionate, within the meaning of
section 141(b)(3) of the Code, to the governmental use;
(3) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve
fund, if any) is directly or indirectly used to finance loans to persons, other than state or local
governmental units, in contravention of section 141(c) of the Code;
(4) to refrain from taking any action which would otherwise result in the Bonds being
treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(5) to refrain from taking any action that would result in the Bonds being "federally
guaranteed" within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion of the proceeds of the Bonds., directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) ofthe Code) which produces a materially
higher yield over the term of the Bonds, other than investment property acquired with --
GTOVNN\GO\2010: Ordinance 18
(A) proceeds of the Bonds invested for a reasonable temporary period of 3
years or less or, in the case of a refunding bond, for a period of 90 days,
(B) amounts invested in a bona fide debt service fund, within the meaning of
section 1.148-1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or replacement fund
to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds;
(7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as
proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene
the requirements of section 148 of the Code (relating to arbitrage) and, to the extent
applicable, section 149(d) of the Code (relating to advance refundings); and
(8) to pay to the United States of America at least once during each five-year period
(beginniniz on the date of delivery of the Bonds) an amount that is at least equal to 90 percent
of the "Excess Earnings,'' within the meaning of section 148(0 of the Code and to pay to the
United States of America, not later than 60 days after the Bonds have been paid in full, 100
percent of the amount then required to be paid as a result of Excess Earnings under section
148(f) of the Code; and
(9) to assure that the proceeds ofthe Bonds 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 subject to the claim of any other person, including without limitation the
bondholders. The Rebate Fund is established for the additional purpose of compliance with section
148 of the Code.
(c) Proceeds. The City understands that the term "proceeds" includes "disposition proceeds"
as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if
any) and proceeds of the refunded bonds expended prior to the date of issuance of the Bonds. It i
the understanding of the City that the covenants contained herein are intended to assure compliance
with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury
pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or
expand provisions of the Code, as applicable to the Bonds, the City will not be required to comply
with any covenant contained herein to the extent that such failure to comply, in the opinion of
nationally recognized bond counsel, will not adversely affect the exemption from federal income
taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or
rulings are hereafter promulgated which impose additional requirements which are applicable to the
Bonds, the City agrees to comply with the additional requirements to the extent necessary, in the
opinion of nationally recognized bond counsel, to preserve the exemption from federal income
taxation of interest on the Bonds under section 103 of the Code. In furtherance of such intention,
the City hereby authorizes and directs the 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
Bonds. 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 Pro ect. The City covenants to
account for the expenditure of sale proceeds and investment earnings to be used for the purposes
described in Section l of this Ordinance (the "Project") on its books and records in accordance with
the requirements of the Internal Revenue 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 Internal Revenue 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 Bonds, or (2) the
date the Bonds 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 Bonds. For purposes hereof, the City shall not be
h this covenant if it obtains an opinion that such failure to comply will not
obligated to comply wit
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 projects
financed or refinanced with the proceeds of the Bonds will not be sold or otherwise disposed in a
transaction resulting in the receipt by the City of cash or other compensation, unless the City obtains
an opinion of nationally-recognized bond counsel that such sale or other disposition will not adversely
affect the tax-exempt status of the Bonds. For purposes of the foregoing, the portion of the property
comprising personal property and disposed in the ordinary course shall not be treated as a transaction
resulting in the receipt of cash or other compensation. For purposes hereof, the City shall not be
obligated to comply with this covenant if it obtains an opinion that such failure to comply will not
adversely affect the excludability for federal income tax purposes from gross income of the interest.
(f)Desianation,as Qualified Tax-Exempt Obligations. The City hereby designates the Bonds
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 Bonds are issued, the City (including any subordinate entities) has not designated
nor will designate bonds, which when aggregated with the Bonds, will result in more than
$101000,000 ($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 Bonds are
issued, by the City (or any 'subordinate entities) will not exceed $10,000,000 ($3 0, 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 particularly 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.
GTOWN\GO\2010: Ordinance 20
Section 11. SALE OF BONDS. The Bonds 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 Wells Fargo Advisors (the "Purchaser") at a price of $1,374,912.30
(representing the par amount of the Bonds of $1,370,000 plus accrued interest of $4,912.40). The
Bonds shall initially be registered in the name of Cede & Co.
Section 112. APPROVAL OF OFFICIAL STATEMENT. The City hereby approves the
form and content of the Notice of Sale and Preliminary Official Statement and Official Statement
relating to the Bonds and any addenda, supplement or amendment thereto, and approves the
distribution of such Official Statement in the reoffering of the Bonds 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
confirmed, approved and ratified. The City Council hereby finds and determines that the Preliminary
Official Statement and final Official Statement were "deemed final" (as that term is defined in 17 CFR
Section 240.1542)-12) as of their respective dates.
Section 13. APPROVAL OF PAYMGAGENUREGISTRARAGREEMENT. Attached
hereto as Exhibit "C" is a substantially final form of Paying Agent/Registrar Agreement. The Mayor
or Mayor ProAem is hereby authorized to amend, complete or modify such agreement as necessary
and are further authorized to execute such agreement and the City Secretary is hereby authorized to
attest such agreement.
Section 14 CONTINUING DISCLOSURE UNDERTAKING. (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 with respect to
- the City of the general type included in the final Official Statement authorized by Section 13 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 be 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
GTOWN\GO\2010: Ordinance 21
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
Bonds, if such event is material within the meaning of the federal securities laws:
A. Principal and interest payment delinquencies;
Be Non-payment related defaults;
C. Unscheduled draws on debt service reserves reflecting financial difficulties;
D. Unscheduled draws on credit enhancements reflecting financial difficulties;
E. Substitution of credit or liquidity providers, or their failure to perform;
F. Adverse tax opinions or events affecting the tax-exempt status of the Bonds;
G. Modifications to rights of holders of the Bonds;
H. Certificate calls;
I. Defeasances;
J. Release, substitution, or sale ofproperty securing repayment ofthe Bonds; 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 long as, the City
remains an "obligated per on'' with respect to the Bonds within the meaning of the Rule, except hat
the City in any event will give notice of any deposit made in accordance with Section 8 of this
Ordinance that causes the Certificates no longer to be outstanding.
The provisions of this Section are for the sole benefit of the holders and beneficial owners of
the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or
GTOWN\GO\2010: Ordinance 22
equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only
the financial information., operating data, financial statements, and notices which it has expressly
agreed to provide pursuant to this Section and does not hereby undertake to provide any other
information that may be relevant or material to a complete presentation of the City's financial results,
condition, or prospects or hereby undertake to update any information provided in accordance with
this Section or otherwise, except "as expressly provided herein. The City does not make any
representation or warranty concerning such information or its usefulness to a decision to invest in or
sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT
OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY
SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH
SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
comprise a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Should the Rule be amended to obligate the City to make filings with or provide notices to
entities other than the MSRB, the City hereby agrees to undertake such obligation with respect to the
Bonds in accordance with the Rule as amended.
Nothing'in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties
of the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or a change
in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the
primary offering of the Bonds in compliance with the Rule, taking into account any amendments or
interpretations of the Rule since such offering as well as such changed circumstances and (2) either
(a) the holders of a majority in aggregate principal amount (or any greater amount required by any
other provision of this Ordinance that authorizes such an amendment) of the outstanding Bonds
consents to such amendment or (b) a person that is unaffiliated with the City (such as nationally
recognized bond counsel) determines that such amendment will not materially impair the interest of
the holders and beneficial owners of the Bonds. If the City so amends the provisions of this Section,
it shall include with any amended financial information or operating data next provided in accordance
with paragraph (a) of this Section an explanation, in narrative form, of the reason for the amendment
and of the impact of any change in the type of financial information or operating data so provided.
The City may also amend or repeal the provisions of this continuing disclosure agreement if the SEC
amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment
that suchp rovisions of the Rule are invalid, but only if and to the extent that the provisions of this
sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the primary
offering of the Bonds.
(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 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
Section 15. AMENDMENT OF ORDINANCE. The City hereby reserves the right to
amend this Ordinance subject to the following terms and conditions, to -wit
(a) The City Y ma from time to time, without the consent of any holder, except as otherwise
by re uired b paragraph below,amend or supplement this Ordinance in order to (i) cure any
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ambiguity, defect or omission in this Ordinance that does not materially adversely affect the interests
of the holders(11) rant additional rights or security for the benefit of the holders, (iii) add events of
Og g
default as shall not be inconsistent with the provisions of this Ordinance and that shall not materially
adversely affect the interests of the holders, (iv) qualify this Ordinance under the Trust Indenture Act
of 1939, as amended, or corresponding provisions of federal laws from time to time in effect, (v)
obtain insurance or ratings on the Bonds, (vi) obtain the approval of the Attorney General of the State
Texas or(vii)make such other rovisions in regard to matters or questions arising under this
p
Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall not in the
opinion of the City's Bond Counsel materially adversely affect the interests of the holders.
p Y
(b) Except as provided in paragraph (a) above, the holders of Bonds aggregating in
pp aggregate principal principal amount 51% of the a re ate rinci al amount of then outstanding Bonds that are the
_
subject of a proposed amendment shall have the right from time to time to approve any amendment
J p p
hereto that may be deemed necessary or desirable by the City; provided, however, that without the
Y �Y
consent of 100% of the holders in aggregate p re ate rincip al amount of the then outstanding Bonds, nothing
_
herein contained shall ermit or be construed to permit amendment of the terms and conditions of this
p
Ordinance or in any of the Bonds so as to
(1) YMake an change in the maturity of any of the outstanding Bonds;
(2) Reduce the rate of interest borne by any of the outstanding Bonds;
Reduce the amount of the rincipal of, or redemption premium, if any, payable
(3) p
on any outstanding Bonds
GTOWN\GO\2010: Ordinance 24
(4) Modify the terms of payment of principal or of interest or redemption premium
on outstanding Bonds or any of them or impose any condition with respect to such
payment; or
(5) Change the minimum percentage of the principal amount of any series of
Bonds necessary for consent to such amendment.
(c) If at any time the City shall desire to amend this Ordinance under this Section, the City
shall send by U. S. mail to each registered owner of the affected Bonds a copy of the proposed
amendment and cause notice of the proposed amendment to be published at least once in a financial
publication published in The City of New York, New York or in the State of Texas. Such published
notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof
is on file at the office of the City for inspection by all holders of such Bonds.
(d) Whenever at any time within one year from the date of publication of such notice the
City shall receive an instrument or instruments executed by the holders of at least 51% o in aggregate
principal amount of all of the Bonds then outstanding that are required for the amendment, which
instrument or instruments shall refer to the proposed amendment and that shall specifically consent
to and approve such amendment, the City may adopt the amendment in substantially the same form.
(e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be modified and amended in accordance with such
amendatory Ordinance, and the respective rights, duties, and obligations of the City and all holders
of such affected Bonds shall thereafter be determined, exercised, and enforced, subject in all respects
to such amendment.
(f) Any consent given by the holder of a Bond pursuant to the provisions of this Section
shall be irrevocable for a period of six months from the date of the publication of the notice provided
for in this Section, and shall be conclusive and binding upon all future holders of the same Bond
during such period. Such consent may be revoked at any time after six months from the date of the
publication of said notice by the holder who gave such consent, or by a successor in title, by filing
notice with the City, but such revocation shall not be effective if the holders of 51 % in aggregate
principal amount of the affected Bonds then outstanding, have, prior to the attempted revocation,
consented to and approved the amendment.
Section 16. DEFAULT AND REMEDIES. (a) Events of Default. Each of the following
occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the Bonds
when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the City, the failure to perform which materially, adversely affects the rights of
the Registered Owners of the Bonds, including, but not limited to, their prospect or ability to
GTOWN\GO\2010: Ordinance 25
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 Oficial capacity, for the purpose of protecting and enforcing the rights of the
Registered Owners under this Ordinance, by mandamus or other suit, action or special
proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted
by law, including the .specific performance of any covenant or agreement contained herein,
or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the
Registered Owners hereunder or any combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all Registered Owners of Bonds then outstanding.
(c) Remedies Not Exclusive.
(1) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall
be in addition to every other remedy given hereunder or under the Bonds or now or hereafter
existing at law or in equity; provided, however, that notwithstanding any other provision of
this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available
as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
(111) By accepting the delivery of a Bond authorized under this Ordinance, such
Registered Owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to
a personal or pecuniary liability or charge against the officers, employees or trustees of the
City or the City Council.
(iv) None of the members of the City Council, nor any other official or officer, agent,
or employee of the City, shall -be charged personally by the Registered Owners with any
liability, or be held personally liable to the Registered Owners under any term or provision of
this Ordinance, or because of any Event of Default or alleged Event of Default under this
Ordinance.
GTOWN\GO\2010: Ordinance 26
Section 17. NO RECOURSE AGAINST CITY OFFICIALS. No recourse shall be had
for the payment of principal of or interest on the Bonds or for any claim based thereon or on this
Ordinance against any Official of the City or any person executing any Bonds.
Section 18. ADDITIONAL BOND INSURANCE PROVISIONS. Bond Counsel is
authorized to insert any necessary provisions required by the bond insurer and agreed to by the City
and the City Attorney.
Section 19. FURTHER ACTIONS. The officers and employees of the City are hereby
authorized, empowered and directed from time to time and at any time to do and perform all such
acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and
on behalf of the City all such instruments, whether or not herein mentioned, as may necessary or
desirable in order to carry out the terms and provisions of this Ordinance, the Bonds, the initial sale
and delivery ofthe Bonds, the Paying Agent/Registrar Agreement, the Bond Purchase Agreement and
the Official Statement. In addition, prior to the initial delivery of the Bonds, the Mayor, is hereby
authorized and directed to approve any changes or corrections to this Ordinance or to any of the
instruments authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity
or mistake orp roperiy or more completely document the transactions contemplated and approved
by this Ordinance and as described in the Official Statement or (ii) obtain the approval of the Bonds
by the Texas Attorney General's office.
In case any officer ofthe City whose signature shall appear on any Bond shall cease to be such
officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for
all purposes the same as if such officer had remained in office until such delivery.
Section 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 ofthe articles and sections of this Ordinance have been inserted for convenience of reference
only and are not to be considered a part hereof and shall not in any way modify or restrict any of the
terms orp rovisions hereof. This Ordinance and all the terms and provisions hereof shall be liberally
_
construed to effectuate the purposes set forth herein and to sustain the validity of the Bonds and the
validity of the lien on and pledge to secure the payment of the Bonds
Section 21. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions, or
parts thereof, which are in conflict or inconsistent with any provisions 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 Bonds, any
g right, remedy or claim under or by reason of this
Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises
GTOWN\GO\2010: Ordinance 27
and agreements in this Ordinance contained by and on behalf of the City shall be for the sole and
exclusive benefit of the City and the registered owners of the Bonds.
Section 23. SEVERABILITY. The provisions of this Ordinance are severable; and in case
any ` one or more of the provisions of this Ordinance or the application thereof to any person or
circumstance should be held to be invalid, unconstitutional, or ineffective as to any person or
circumstance the remainder of this Ordinance nevertheless shall be valid, and the application of any
such invalid
rovision to persons or circumstances other than those as to which it is held invalid shall
p
not be affected thereby.
Section 24. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby authorizes
the disbursement of a fee equal to the lesser of (i) one-tenth of one percent of the principal amount
of the Bonds or(ii) $9,500, provided that such fee shall not be less than $750, to the Attorney
General of Texas Public Finance Division for payment of the examination fee charged by the State
of Texas for the Attorney General's review and approval of public securities and credit agreements,
as required 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 Cit funds for such payment from proceeds of the Bonds.
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EXHIBIT B
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 14 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 I 1 - 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 the paragraph above.
GT0WN\G0\2010: Ordinance B' 1
I
OFFICIAL DTIC FORM
Honoroble Mayor and City CpuncU
City of Georgetown.. Tcxos
Georgotown, Texas 75627 ,
liemle of the City Council(
J
April 14, 2010
made to your ci l Stat rn t and 2�lotice of Sale and H Lng lnstructioris, date ApriR 15, 2010, of 51,371,000
Rcfcrcr Y
t:IT`Y OF' EORGETOWN, � S GENERAL OBLIGATION IDS, SEWES 2010, -both of which Wn6,fitute a part h o€:
For our lc ti issued and a d sc bed xn said Noti= ' f Sale aad Bidding Irwauction3 M4 O c' I St nenir ive will pay
S' Y
yo, par and _ cc�n�e t rest ' d t
of issue delivery to US fort nd r� turin and t ao�-ing 1"t resi as folio ;
lvliaurity Frin6pai interest lviaturity principal Intac t
mount Rate Au USt 1 Amount ltat�_
2011 � 3 �l,t M . 70 2021 $ 'I�; ��� ,� %
20
12 0,c _ 11'0 2022 �'� .(Q?tG �'�°�
2013 L Si,00,% 20 $} i°�
2014 552 .� �'� �
$ irrnees,rn�
2015 55040 % 2025 907Yb
2016 60}00-0 6 20,26951P000 LLL
2(11.74;0L 20427_955. t� %
2018 65,000 .0 % 202 10�� 0L.
�Jf�
20l9 70,400
202
2020 70,000
following table (which
Of die pnirt>ci�pal �aa��ncics sit forth its the tyle above, tcFmbonds have bocca cro��d as ��did�lac� the,•
msy includc multiple term ; nds one term bond -or no ternn bond if none is indiostp l�. For tb��s �°cis which havet�ccn
comb'nod into a tenn bond, tht; ,pt'inelpal amount ;whovm 1A the table above shall bo tht; MOMOLO* sinidng fund redemption
amounts in tl
such years excaot that the amount shown in e yem of tho tear► b�oMd maturity date shall mature in sueb year The
toram bonds crcalcd iWe M follows,
Term 190nft ti, Year of
Iia# rit -1M9 First MandW neipal Tante (
Au t t � Redemptior: Amount Rote
------ %
fie
%
i
Oarfc-ulwlon (which is nov a part of thils bid) of the intemst cost from t c. above is:
TRUE INTEREST COSH"
i
1
_ ark hAin the fonds of � f llcnw�
wing mat�ritics � a�s� by ,, � at a
pr miurn ofyI uid premium to be mrd my tat mono Purchaser, Amy fees to Uo PAN to Vie ratirtE
g nci s as ki result of saidmsurAncd wif be pad' by the City.
The Initial RQnds shall be �gist�rcd in the name of _ ?which �ri1i, � n payment fc�r the �+ond�,
cmiccllcd by th>t Paying Agent/Rogistrar. The Bands will then be rcgisteted in the name of Ccdc & CO. (DTC:'s pwmcrshlla
norr�incc ,under the boolk-ehuywanly syAcm.
i
A hank ou hier's check, oricortificd check of the _ Bank, in the mnount of
527.300, which ropresents `uf Good Fai$ Depmt (is attached hemto) or (huz been made aNlailable to yet# prior ai ihe opening of
this�i
bid and is submitted pn acuordonce with rhe terms as set forth in the Offioial Statement and Notioe of Scale and SidIng
dl
Ins luctiof ss 1 r
TOTAL P.02
1
i
1
'
1
,
1
,
TOTAL P.02
, 1
,
and make Psymont for tete Iinit'al 1
Wo agrcc to aeeQpt delivery of the Bands utilizing the book-erAry-oniy system through � � �ialtl�s
Bond ire irnnaeciiate y avt it 1e tho arpomte Trust Div sionr 'rhe Bank of New YO �i��iori Tri �am� �,
'i'e css. sok ltxter.th n 9, 4 p► , CDT, on May
,,2010, -or thore r on Lho date the BO we Goa red for d�liv ' P
�]t°
the letrn s+�t t r M the Nkica of le and Biddi n.st otic hSM it will b the ` bli sti of a gut h�. r of + lends to
complete the DTC Eligibility, QUOstiotMre.
to l t , xeeute, and deliver t the pity, not
that the eloso of business on
the �tu�is�css day
undersigned ub=tees ,
foilowlin the award of the soo of the Bonds, o ce tifseate Tel�t�tig to the "Issue pri " of �e nd� a� the �� �� � e ��`fe�t
accom 1n in the Notice otgale and Bidding Xn c�cions, with � ch,chagw thereto os May be acceptable to the �tty.
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provide qtr write initial r ring price and other terms, 1f �royg to the �engoeial Advisor by the 910-10 Vit'
Wg agree to p g
the next business day sir khe award.
spc #'ull Su it d, Syndicate Membewo
, r
f
lasso— of Saw Pur ch .rc�r _-ager
Ant ri c epresent atiy
'Phope umber
s
-
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Ii
all things
.�
0C Lary
r Ge� • town,S
s
1
ACI
r
Awepted , City of Georgetown,
Mayor
City of
this the 27' day of April. 20106.
f
1