HomeMy WebLinkAboutORD 2010-40 - 2010A General Obligation BondsTHE STATE OF TEXAS
COUNTY OF
CITY OF !' !
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 12TH
DAY OF OCTOBER, 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
Patty Eason, Councilmember District 1
Gabe Sansing, Councilmember District 2
Danny Meigs, Councilmember District 3
Bill Sattler, Mayor Pro Tem, Councilmember District 4
Pat Berryman, Councilmember District 5
Dale Ross, Mayor Pro Tem, Councilmember District 6
TooAmy GorZOLJCZ, , Councilmember District 7
and all of the persons were present, except the following absentees: rj [ c , , thus constituting
a quorum. Whereupon, among other business, the following was transacted at the Meeting: a written
. ! • ! • r31 • [4 81Wok 19Lem 9 1 n Sol ! J0I' ..
was duly introduced for the consideration of the City Council_ It was then duly moved and seconded
that the Ordinance be passed on first reading; and, after due discussion, said motion carrying with it
the passage of the Ordinance, prevailed and carried by the following vote:
AYES: NOES:
2. A true, full and correct copy of the Ordinance passed at the Meeting described in the
above and foregoing paragraphs is attached to and follows this Certificate; that the Ordinance has
been duly recorded in the City Council's minutes of the Meeting; that the above and foregoing
paragraphs are a true, full and correct excerpt from the City Council's minutes of the Meeting
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 WMGO12010A: OrdCert
notified officially and personally, in advance, of the time, place and purpose of the Meeting, and that
the Ordinance would be introduced and considered for passage at the Meeting, and each of the
officers and members consented, in advance, to the holding of the Meetings for such purpose, and
that the Meeting was open to the public and public notice of the time, place and purpose of the
meeting was given, all as required by Chapter 551, Texas Government Code.
3. The Mayor of the City has approved and hereby approves the Ordinance; that the
Mayor and the City Secretary of the City have duly signed the Ordinance; and that the Mayor and the
City Secretary of the City hereby declare that their signing of this Certificate shall constitute the
signing of the attached and following copy of the Ordinance for all purposes.
GTOWN\GO\20I Ok OrdCer[
SIGNED AND SEALED the 12th day of October, 2010.
[CITY SEAL]
Mayor
i''11 i• 1 is i• i ,
•' i i i i i 1 • � j. 1 i� ,
•1eLmsmalMILAMINIM ii 1 r,9, WIN
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t
i3 1110110' i
Paye
Preamble..................................................................I
Section 1. RECITALS, AMOUNT AND PURPOSE OF THE BONDS AND
VISION STATEMENT ........................................... 2
Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS AND
MATURITIES OF BONDS ........................................ 3
Section 3. INTEREST....................................................... 3
Section 4. CHARACTERISTICS OF THE BONDS ................................. 4
Section 5. FORM OF BOND .................................................. 7
Section 6. TAX LEVY ...................................................... 15
Section 7. DEFEASANCE OF BONDS ......................................... 16
Section 8. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS ..... 17
Section 9. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS;
BOND COUNSEL'S OPINION; CUSIP NUMBERS AND
CONTINGENT INSURANCE PROVISION, IF OBTAINED ............. 18
Section 10. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THE BONDS..................................................19
Section 11. SALE OF BONDS ................................................ 22
Section 12. APPROVAL OF OFFICIAL STATEMENT ............................ 22
Section 13. APPROVAL OF A PAYING AGENT/REGISTRAR AGREEMENT ......... 22
Section 14. CONTINUING DISCLOSURE UNDERTAKING ........................ 22
Section 15. AMENDMENT OF ORDINANCE ................................... 25
Section 16. DEFAULT AND REMEDIES ....................................... 26
Section 17. NO RECOURSE AGAINST CITY OFFICIALS ......................... 28
I
Section 18. ADDITIONAL BOND INSURANCE PROVISIONS ...................... 28
Section 19. FURTHER ACTIONS ............................................. 28
Section 20. INTERPRETATIONS ............................................. 28
Section 21. INCONSISTENT PROVISIONS ..................................... 28
Section 22. INTERESTED PARTIES .......................................... 28
Section 23. SEVERABILITY ................................................. 29
Section 24. PAYMENT OF ATTORNEY GENERAL FEE .......................... 29
EXHIBIT
A
PAYING AGENT/REGISTRAR AGREEMENT .......................
A-1
EXHIBIT
B
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION ............
B-1
ii
THE OF TEXAS §
COUNTIES OF WILLIAMSON AND TRAVIS §
CITY OF i' !
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 propositions set forth below:
Proposition No. 1
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?
Proposition No. 2
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 $35,500,000 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
GTO W N\GO\ I OA: Ordinance
constructing, acquiring, improving, renovating, developing and/or equipping, land,
buildings and facilities for park and recreational purposes, to wit: acquisition of
parkland and open space/preserve land, constructing pedestrian and bike trail
improvements, improvements to Garey Park, renovations to San Gabriel Park
including an amphitheater and related infrastructure and other costs; and shall said
City Council be authorized to levy and cause to be assessed and collected annual ad
valorem taxes on all taxable property in the City in an amount sufficient to pay the
annual interest on said bonds and provide a sinking fund to pay the bonds at maturity?
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
WHEREAS, the City Council has previously issued its General Obligation Bonds, Series
2010 in the aggregate principal amount of $1,370,000 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
WHEREAS, the City Council deems it to be in the best interest of the City to issue an
additional $9,430,000 of the Proposition No. 1 authorization, reserving the right to issue the
remaining $34,025,000 of bonds authorized but unissued from Proposition No. 1; and
WHEREAS, the City Council deems it to be in the best interest of the City to issue
$2,500,000 of the Proposition No. 2 authorization, reserving the right to issue the remaining
$33,000,000 of bonds authorized but unissued from Proposition No. 2, 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.
THEREFORE,ORDAINED BY THE CITY COUNCILOF
GEORGETOWN,
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 $11,930,000
which is comprised of (A) $9,430,000 to construct, improve, extend, expand, upgrade and/or
develop City streets, roads, bridges and intersections in accordance with Proposition No. 1, (B)
$2,500,000 to construct, acquire, improve, renovate, develop and/or equip, land, buildings and
GT0WN\G0\10A: Ordinance 2
facilities for park and recreational purposes in
accordance with Proposition No.
2 and
(C) 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 2010AP1
and initially there shall be issued, sold, and delivered hereunder fully registered bonds, without interest
coupons, dated October 1, 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 11 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:
YEARS
AMOUNTS
YEARS
AMOUNTS
2012
$ 1157000
2022
$ 655,000
2013
480,000
2023
680,000
2014
500,000
2024
7051000
2015
5157000
2025
7307000
2016
535,000
2026
755,000
2017
5557000
2027
780,000
2018
5757000
2028
810,000
2019
595,000
2029
835,000
2020
6151000
2030
860,000
2021
635,000
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:
GTOWN\GOUDA: Ordinance 3
YEARS
RATES
YEARS
RATES
2012
2.000%
2022
3.000%
2013
2.000
2023
3.000
2014
2.000
2024
3.125
2015
2.000
2025
3.375
2016
2.000
2026
3.500
2017
2.250
2027
3.500
2018
2.250
2028
3.500
2019
2.500
2029
3.500
2020
2.500
2030
3.500
2021
3.000
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, Transfer,
Conversion and Exchange, Authentication. The City shall keep or cause to be kept at The Bank of
New York Mellon Trust Company, National Association 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
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/Registrar shall make a copy of the Registration Books available in the State of Texas. The
City shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such
registration, transfer, conversion, exchange and delivery of a substitute Bond or Bonds. Registration
of assignments, transfers, conversions and exchanges of Bonds shall be made in the manner provided
and with the effect stated in the FORM OF BOND set forth in this Ordinance. Each substitute Bond
shall bear a letter and/or number to distinguish it from each other Bond.
Except as provided in Section 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-
GTOWN\GO\I OA: Ordinance 4
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/Registrar with respect to the Bonds, and of all conversions
and exchanges of Bonds, and all replacements of Bonds, as provided in this Ordinance. However,
in the event of a nonpayment of interest on a scheduled payment date, and for thirty (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
address of each Registered Owner appearing on the Registration Books at the close of business on
the last business day next preceding the date of mailing of such notice.
(c) In General. The Bonds (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Bonds to be payable only to the Registered
Owners thereof, (ii) may be transferred and assigned, (iii) may be converted and exchanged for other
Bonds, (iv) shall have the characteristics, (v) shall be signed, sealed, executed and authenticated, (vi)
the principal of and interest on the Bonds shall be payable, and (vii) shall be administered and the
Paying Agent/Registrar and the City shall have certain duties and responsibilities with respect to the
Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF
BOND set forth in this Ordinance. The Bonds initially issued and delivered pursuant to this
Ordinance are not required to be, and shall not be, 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 Paving_ Agent/Registrar. The City covenants with the Registered Owners of
the Bonds that at all times while the Bonds are outstanding the City will provide a competent and
legally qualified bank, trust company, financial institution, or other agency to act as and perform the
services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying
Agent/Registrar will be one entity. The City reserves the right to, and may, at its option, change the
Paying Agent/Registrar upon not less than 30 days written notice to the Paying Agent/Registrar, to
GTOWN\GOUDA: Ordinance 5
be effective at such time which will not disrupt or delay payment on the next principal or interest
payment date after such notice. In the event that the entity at any time acting as Paying
Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise
cease to act as such, the City covenants that promptly it will appoint a competent and legally qualified
bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this
Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar
promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other
pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated and
appointed by the City. Upon any change in the Paying Agent/Registrar, the City promptly will cause
a written notice thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of
the Bonds, by United States mail, first-class postage prepaid, which notice also shall give the address
of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying
Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified
copy of this Ordinance shall be delivered to each Paying Agent/Registrar.
(e) Book -Entry -Only System. The Bonds issued in exchange for the Bonds initially issued
as provided in Section 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
Trust Company of New York ("DTC") and except as provided in subsection (f) hereof, all of the
outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the City
and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and
dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf
DTC was created to hold securities to facilitate the clearance and settlement of securities transactions
among DTC participants (the "DTC Participant") or to any person on behalf of whom such a DTC
Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the
City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the
accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership
interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a
Registered Owner, as shown on the Registration 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
GT0RN\G0\10A: Ordinance 6
Registration Books, shall receive a Bond evidencing the obligation of the City to make payments of
principal, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying
Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee
in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks
being mailed to the registered owner at the close of business on the Record Date the word "Cede &
Co." in this Ordinance shall refer to such new nominee of DTC.
(f) Successor Securities Depository; Transfer Outside Book -Entry -Only System. In the event
that the City determines to discontinue the book -entry system through DTC or a successor or DTC
determines to discontinue providing its services with respect to the Bond, the City shall either (i)
appoint a successor securities depository, qualified to act as such under Section 17(a) of the
Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the
appointment of such successor securities depository and transfer one or more separate Bonds to such
successor securities depository or (ii) notify DTC and DTC Participants of the availability through
DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited
to their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in
the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the
name of the successor securities depository, or its nominee, or in whatever name or names the
Registered Owner transferring or exchanging Bond shall designate, in accordance with the provisions
of this Ordinance.
(g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the
contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of, and interest on such Bond and all notices with respect to such
Bond shall be made and given, respectively, in the manner provided in the Letter of Representations
of the City to DTC.
(h) DTC Blanket Letter of Representations. The City confirms execution of a Blanket Issuer
Letter of Representations with DTC establishing the Book -Entry -Only System which will be utilized
with respect to the Bonds.
(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 11 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 purchaser set forth in Section 11 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 purchaser one registered definitive Bond for each year of maturity
of the Bonds, in the aggregate principal amount of all the Bonds for such maturity.
Section 5. FORM OF BOAT. 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
GT0WN\G0\10A: Ordinance 7
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.
NO. R2 UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
WILLIAlMSON COUNT' $
11121131 .tLl;
r -
L" 010101 'r !:
October 1, 2010
ON THE MATURITY DATE specified above, GEORGETOWN, TEXAS (the "city 1%
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 October 1, 2010, on February 15, 2012 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
hereofthe interest on the Bond or Bonds, if any, for which this Bond is being exchanged or converted
from is due but has not been paid, then this Bond shall bear interest from the date to which such
interest has been paid in full. Notwithstanding the foregoing, during any period in which ownership
of the Bonds is determined only by a book entry at a securities depository for the Bonds, any payment
to the securities depository, or its nominee or registered assigns, shall be made in accordance with
existing arrangements between the City and the securities depository.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Bond shall
GT0WN\G0\10A: Ordinance g
be paid to the Registered Owner hereof upon presentation and surrender of this Bond at maturity or
upon the date fixed for its redemption prior to maturity, at The Bank of New York Mellon Trust
Company, N.A., (the "Paying Agent/Registrar") at their office for payment in Dallas, Texas (the
"Designated Payment/Transfer Office"). The payment of interest on this Bond shall be 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
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.
GTOWN\GO\1 OA: Ordinance 9
THIS BOND is one of a series of Bonds dated October 1. 2010, authorized in accordance
WIT
! • • ! '• • •. • ! '' 1 1t1
• !•1• �•!�! ! !, l ; ! ! i
TO THIS ORDINANCE.
ON AUGUST 15, 2019, or on any date thereafter, the Bonds of this Series maturing on and
after August 15, 2020 may be redeemed prior to their scheduled maturities, at the option of the City,
with funds derived from any available and lawful source, at par plus accrued interest to the date fixed
for redemption as a whole, or from time to time in part, and, if in part, the particular maturities to be
redeemed shall be selected and designated by the City and if less than all of a maturity is to be
redeemed, the Paying Agent/Registrar shall determine by lot the Bonds, or a portion thereof, within
such maturity to be redeemed (provided that a portion of a Bond may be redeemed only in an integral
multiple of $5,000).
NO LESS THAN 30 days prior to the date fixed for any such redemption, the City shall
cause the Paying Agent/Registrar to send notice by United States mail, first-class postage prepaid to
the Registered Owner of each Bond to be redeemed at its address as it appeared on the Registration
Books of the Paying Agent/Registrar at the close of business on the 45th day prior to the redemption
date and to major securities depositories, national bond rating agencies and bond information services,
provided, however, that the failure to send, mail or receive such notice, or any defect therein or in
the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the
redemption of any Bonds. By the date fixed for any such redemption due provision shall be made
with the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or
portions thereof which are to be so redeemed. If due provision for such payment is made, all as
provided above, the Bonds or portions thereof which are to be so redeemed thereby automatically
shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after
the date fixed for redemption, and they shall not be regarded as being outstanding except for the right
of the Registered Owner to receive the redemption price from the Paying Agent/Registrar out of the
funds provided for such payment. If a portion of any Bonds shall be redeemed a substitute Bonds or
Bonds having the same maturity date, bearing interest at the same rate, in any denomination or
denominations in any integral multiple of $5,000, at the written request of the Registered Owner, and
in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the
Registered Owner upon the surrender thereof for cancellation, at the expense of the City, all as
provided in the Bond Ordinance.
GTOWN\GO\I OA: Ordinance 10
WITH RESPECT TO any optional redemption of the Bonds, unless certain prerequisites
to such redemption required by the Bond Ordinance have been met and moneys sufficient to pay the
principal of and premium, if any, and interest on the Bonds to be redeemed shall have been received
by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state
that said redemption may, at the option of the City, be conditional upon the satisfaction of such
prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed
for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional
notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not
received, such notice shall be of no force and effect, the City shall not redeem such Bonds and the
Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given,
to the effect that the Bonds have not been redeemed.
ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in the 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 may be, 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.
GTOWN\GO\tOA: Ordinance 11
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the City, resigns,
or otherwise ceases to act as such, the City has covenanted in the Bond Ordinance that it promptly
will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to
be mailed to the Registered Owners of the Bonds.
IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly
authorized, issued, and delivered; that all acts, conditions, and things required or proper to be
performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this Bond
have been performed, existed, and been done in accordance with law, and that ad valorem taxes
sufficient to provide for the payment of the interest on and principal of this Bond, as such interest
comes due, and as such principal matures, have been levied and ordered to be levied against all
taxable property in the City, and have been pledged for such payment, within the limit prescribed by
law.
BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby
acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such
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 Bond to be signed with the manual or
facsimile signature of the Mayor of the City and countersigned with the manual or facsimile signature
of the City Secretary and has caused the official seal of the City to be duly impressed, or placed in
facsimile, on this Bond.
[CITY SEAL]
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 the provisions 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
GT0V✓N\G0\10A:Ordinance 12
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 BALK OF NEW YORK
MELLON
NATIONAL!; . !
Paying Agent/Registrar
By
Authorized Representative
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer
Identification Number of Transferee
(Please print or typewrite name and address,
including zip code, of Transferee)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer ofthe within
Bond on the books kept for registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
GT0WN\G0\10A: Ordinance 13
NOTICE: Signature(s) must be
guaranteed by a member firm of
the New York Stock Exchange or
a commercial bank or trust company.
NOTICE: The signature above
must correspond with the name
of the Registered Owner as it
appears upon the front of this
Bond in every particular, with-
out alteration or enlargement
or any change whatsoever.
! . ! ! !,
Intl INampik
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
The Initial Bond shall be in the form set forth in this Section, except that:
A. immediately under the name of the Bond, the headings "INTEREST RATE" and
"MATURITY DATE" shall both be completed with the words "As shown below" and
"CUSIP NO." shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"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:
GTO4Wi \GO\I OA: Ordinance 14
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 360 -day year of twelve 30 -day months) from October 1, 2010 at the respective Interest Rate per
annum specified above. Interest is payable on February 15, 2012 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 principal
amount shall bear interest from such next following interest payment date; provided, however, that
if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond
is being exchanged is due but has not been paid, then this Bond shall bear interest from the date to
which such interest has been paid in full."
C. The initial Bond shall be numbered "T -l."
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
City. The Interest and Sinking Fund shall be kept separate and apart from all other funds and
accounts of the City, and shall be used only for paying the interest on and principal of the Bonds. All
ad valorem taxes levied and collected for and on account of the Bonds shall be deposited, as
collected, to the credit of the Interest and Sinking Fund. During each year while any of the Bonds
or interest thereon are outstanding and unpaid, the governing body of the City shall compute and
ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the money
required to pay the interest on the Bonds as such interest comes due, and to provide and maintain a
sinking fund adequate to pay the principal of the Bonds as such principal matures (but never less than
2% of the original principal amount of the Bonds as a sinking fund each year); and the tax shall be
based on the latest approved tax rolls of the City, with full allowance being made for tax
delinquencies and the cost of tax collection. The rate and amount of ad valorem tax is hereby levied,
and is hereby ordered to be levied, against all taxable property in the City for each year while any of
the Bonds or interest thereon are outstanding and unpaid; and the tax shall be assessed and collected
each such year and deposited to the credit of the Interest and Sinking Fund. The ad valorem taxes
sufficient to provide for the payment of the interest on and principal of the Bonds, as such interest
comes due and such principal matures, are hereby pledged for such payment, within the limit
prescribed bylaw. 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\1OA: Ordinance 15
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\10A: Ordinance 16
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 to provide and pay for such services as required by this Ordinance.
(d) Notwithstanding anything elsewhere in this Ordinance, if money or Defeasance Securities
have been deposited or set aside with the Paying Agent/Registrar or an eligible trust company or
commercial bank pursuant to this Section for the payment of Bonds and such Bonds shall not have
in fact been actually paid in full, no amendment of the provisions ofthis 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).
(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\10A: Ordinance 17
(b) Application for Replacement Bonds. Application for replacement of damaged, mutilated,
lost, stolen, or destroyed Bonds shall be made by the Registered Owner thereof to the Paying
Agent/Registrar, In every case of loss, theft, or destruction of a Bond, the Registered Owner
applying for a replacement bond shall furnish to the City and to the Paying Agent/Registrar such
security or indemnity as may be required by them to save each of them harmless from any 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• CUSIP 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
GT0WN\G0\10A: Ordinance 18
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 BONUS. (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
"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 --
GTOWNT \GO\IOA: Ordinance 19
(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(4) of the Code (relating to advance refundings); and
(8) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent
of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the
United States of America, not later than 60 days after the Bonds have been paid in full, 100
percent of the amount then required to be paid as a result of Excess Earnings under section
148(f) of the Code; and
(9) to assure that the proceeds of the 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 is
the understanding of the City that the covenants contained herein are intended to assure compliance
with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury
pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or
expand provisions of the Code, as applicable to the Bonds, the City will not be required to comply
with any covenant contained herein to the extent that such failure to comply, in the opinion of
nationally recognized bond counsel, will not adversely affect the exemption from federal income
taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or
rulings are hereafter promulgated which impose additional requirements which are applicable to the
Bonds, the City agrees to comply with the additional requirements to the extent necessary, in the
opinion of nationally recognized bond counsel, to preserve the exemption from federal income
taxation of interest on the Bonds under section 103 of the Code. In furtherance of such intention,
the City hereby authorizes and directs the City Manager or Chief Financial Officer to execute any
GTOWN\GOU OA: Ordinance 20
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 Project. The City covenants to
account for the expenditure of sale proceeds and investment earnings to be used for the purposes
described in Section 1 of this Ordinance (the "Project") on its books and records in accordance with
the requirements of the 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
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.
(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) Designation 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
$10,000,000 ($30,000,000 for taxable years beginning after December 31, 2008 and ending prior to
January 1, 2011) of "qualified tax-exempt bonds" being issued; (b) that the City reasonably anticipates
that the amount of tax-exempt obligations issued, during the calendar year in which the Bonds are
issued, by the City (or any subordinate entities) will not exceed $10,000,000 ($30,000,000 for taxable
years beginning after December 31, 2008 and ending prior to January 1, 2011); and (c) that the City
will take such action or refrain from such action as necessary, and as more 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\I OA: Ordinance 21
Section 11. SALE OF BONDS. The Bonds are hereby awarded and sold to the bidder
whose bid produced the lowest true interest cost, pursuant to the taking of public bids therefor, on
this date, and shall be delivered to Raymond James & Associates, Inc. (the "Purchaser") at a price
of $11,956,999.68 (representing the par amount of the Bonds of $11,930,000 plus a premium of
$1,068.90 and plus accrued interest of $25,930.78). The Bonds shall initially be registered in the
name of Cede & Co.
Section 12. 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 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 September 27, 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
240.15c(2)-12) as of their respective dates.
Section 13. APPROVAL OF PAYING AGENT/REGISTRARAGREEMENT.Attached
hereto as Exhibit "A" is a substantially final form of Paying Agent/Registrar Agreement. The Mayor
or Mayor Pro -tem 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\10A: Ordinance 22
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;
B. 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 of property 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 person" with respect to the Bonds within the meaning of the Rule, except that
the City in any event will give notice of any deposit made in accordance with Section 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\I OA: Ordinance 23
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.
UNDERNO 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
GTOWNi \GOUOA:Ordinance 24
that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this
sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the primary
offering of the Bonds.
(d) Definitions. As used in this Section, the following terms have the meanings ascribed
to such terms below:
WSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
Section 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 may from time to time, without the consent of any holder, except as otherwise
required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any
ambiguity, defect or omission in this Ordinance that does not materially adversely affect the interests
of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events of
default as shall not be inconsistent with the provisions of this Ordinance and that shall not materially
adversely affect the interests of the holders, (iv) qualify this Ordinance under the Trust Indenture Act
of 1939, as amended, or corresponding provisions of federal laws from time to time in effect, (v)
obtain insurance or ratings on the Bonds, (vi) obtain the approval of the Attorney General of the State
Texas, or (vii) make such other provisions in regard to matters or questions arising under this
Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall not in the
opinion of the City's Bond Counsel materially adversely affect the interests of the holders.
(b) Except as provided in paragraph (a) above, the holders of Bonds aggregating in
principal amount 51% of the aggregate principal amount of then outstanding Bonds that are the
subject of a proposed amendment shall have the right from time to time to approve any amendment
hereto that may be deemed necessary or desirable by the City; provided, however, that without the
consent of 100% of the holders in aggregate principal amount of the then outstanding Bonds, nothing
herein contained shall permit or be construed to permit amendment of the terms and conditions of this
Ordinance or in any of the Bonds so as to:
(1) Make any change in the maturity of any of the outstanding Bonds;
(2) Reduce the rate of interest borne by any of the outstanding Bonds;
(3) Reduce the amount of the principal of, or redemption premium, if any, payable
on any outstanding Bonds;
GTOWMGO\10A: Ordinance 25
(4) Modify the terms of payment of principal or of interest or redemption premium
on outstanding Bonds or any of them or impose any condition with respect to such
payment; or
(5) Change the minimum percentage of the principal amount of any series of
Bonds necessary for consent to such amendment.
(c) If at any time the City shall desire to amend this Ordinance under this Section, the City
shall send by U.S. mail to each registered owner of the affected Bonds a copy of the proposed
amendment and cause notice of the proposed amendment to be published at least once in a financial
publication published in The City of New York, New York or in the State of Texas. Such published
notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof
is on file at the office of the City for inspection by all holders of such Bonds.
(d) Whenever at any time within one year from the date of publication of such notice the
City shall receive an instrument or instruments executed by the holders of at least 51% in aggregate
principal amount of all of the Bonds then outstanding that are required for the amendment, which
instrument or instruments shall refer to the proposed amendment and that shall specifically consent
to and approve such amendment, the City may adopt the amendment in substantially the same form.
(e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be modified and amended in accordance with such
amendatory Ordinance, and the respective rights, duties, and obligations of the City and all holders
of such affected Bonds shall thereafter be determined, exercised, and enforced, subject in all respects
to such amendment.
(f) Any consent given by the holder of a Bond pursuant to the provisions of this Section
shall be irrevocable for a period of six months from the date of the publication of the notice provided
for in this Section, and shall be conclusive and binding upon all future holders of the same Bond
during such period. Such consent may be revoked at any time after six months from the date of the
publication of said notice by the holder who gave such consent, or by a successor in title, by filing
notice with the City, but such revocation shall not be effective if the holders of 51% in aggregate
principal amount of the affected Bonds then outstanding, have, prior to the attempted revocation,
consented to and approved the amendment.
Section 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\I OA: Ordinance 26
be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60
days after notice of such default is given by any Registered Owner to the City.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any Registered
Owner or an authorized representative thereof, including, but not limited to, a trustee or
trustees therefor, may proceed against the City, or any official, officer or employee of the City
in their official capacity, for the purpose of protecting and enforcing the rights of the
Registered Owners under this Ordinance, by mandamus or other suit, action or special
proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted
by law, including the specific performance of any covenant or agreement contained herein,
or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the
Registered Owners hereunder or any combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all Registered Owners of Bonds then outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall
be in addition to every other remedy given hereunder or under the Bonds or now or hereafter
existing at law or in equity; provided, however, that notwithstanding any other provision of
this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available
as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Ordinance, such
Registered Owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to
a personal or pecuniary liability or charge against the officers, employees or trustees of the
City or the City Council.
(iv) None of the members of the City Council, nor any other official or officer, agent,
or employee of the City, shall be charged personally by the Registered Owners with any
liability, or be held personally liable to the Registered Owners under any term or provision of
this Ordinance, or because of any Event of Default or alleged Event of Default under this
Ordinance.
GT0WNMG0\10A: Ordinance 27
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 BONA 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 be 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 or properly or more completely document the transactions contemplated and approved
by this Ordinance and as described in the Official Statement or (ii) obtain the approval of the Bonds
by the Texas Attorney General's office.
In case any officer of the City whose signature shall appear on any Bond shall cease to be such
officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for
all purposes the same as if such officer had remained in office until such delivery.
Section 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 or provisions hereof This Ordinance and all the terms and provisions hereof shall be liberally
construed to effectuate the purposes set forth herein and to sustain the validity of the Bonds and the
validity of the lien on and pledge to secure the payment of the Bonds.
Section 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 right, remedy or claim under or by reason of this
Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises
GT0WN\G0\10A: Ordinance 28
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 provision to persons or circumstances other than those as to which it is held invalid shall
not be affected thereby.
Section 24. PAYMENT GE ATTORNEY GENERAL FEE. The City hereby authorizes
the disbursement of a fee equal to the lesser of (i) one-tenth of one percent of the principal amount
of the Bonds or (ii) $9,500, provided that such fee shall not be less than $750, to the Attorney
General of Texas Public Finance Division for payment of the examination fee charged by the State
of Texas for the Attorney General's review and approval of public securities and credit agreements,
as required by Section 1202.004 of the Texas Government Code. The appropriate member of the
City's staff is hereby instructed to take the necessary measures to make this payment. The City is also
authorized to reimburse the appropriate City funds for such payment from proceeds of the Bonds.
GTOWN\GO\I OA: Ordinance 29
GTOWN\GO\IOA: Ordinance A-1
ko & 1111"11, 1111
THIS AGREEMENT entered into as of October 1, 2010 (this "Agreement"), by and
between the City of Georgetown, Texas (the "Issuer"), and The Bank of New York Mellon Trust
Company, N.A. of Dallas, Texas, a banking corporation duly organized and existing under the laws
of the United States of America (the 'Bank").
WHEREAS, the Issuer has duly authorized and provided for the issuance of its General
Obligation Bonds, Series 2010A in the aggregate principal amount of $11,935,000, (collectively, the
"Securities"), such Securities to be issued in fully registered form only as to the payment of principal
and interest thereon; and
WHEREAS, the Securities are scheduled to be delivered to the initial purchasers thereof on
or about October 28, 2010: and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on the Securities and
with respect to the registration, transfer and exchange thereof by the registered owners thereof, and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer
and has full power and authority to perform and serve as Paying Agent/Registrar for the Securities;
NOW, THEREFORE, it is mutually agreed as follows:
III
The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Securities.
As Paying Agent for the Securities, the Bank shall be responsible for paying on behalf of the Issuer
the principal, premium (if any), and interest on the Securities as the same become due and payable
to the registered owners thereof, all in accordance with this Agreement and the "Ordinance"
(hereinafter defined).
The Issuer hereby appoints the Bank as Registrar with respect to the Securities. As Registrar
for the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records
as to the ownership of said Securities and with respect to the transfer and exchange thereof as
provided herein and in the "Ordinance."
GTOW\TGO\CO\GO\UWSysRev\2010: PARA
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.
ioil 1. , I
As compensation for the Bank's services as Paying Agent/Registrar, the Issuer hereby agrees
to pay the Bank the fees and amounts set forth in Schedule A attached hereto for the first year of this
Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in
effect for services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer
on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon
the first day of the following Fiscal Year.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any of the
provisions hereof (including the reasonable compensation and the expenses and disbursements of its
agents and counsel).
Section 2.01. Definitions.
For all purposes of this Agreement, except as otherwise expressly provided or unless the
context otherwise requires:
"Bank Office" means the designated office of the Bank as indicated on the signature page
hereof, except that the payment and registration duties of the Bank will be performed from the Bank's
designated office located in Dallas, Texas. The Bank will notify the Issuer in writing of any change
in location of the Bank Office.
"Fiscal Year" means the fiscal year of the Issuer, ending September 30.
"Legal Holiday" means a day on which the Bank is required or authorized to be closed.
"Person" means any individual, corporation, partnership, joint venture, association, joint stock
company, trust, unincorporated organization or government or any agency or political subdivision
of a government.
"Predecessor Securities" of any particular Security means every previous Security evidencing
all or a portion of the same obligation as that evidenced by such particular Security (and, for the
purposes of this definition, any mutilated, lost, destroyed, or stolen Security for which a replacement
Security has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the
Ordinances).
GT0WNG0\C0\G0\Ud1SysRev\2010: PARA 2
"Redemption Date" when used with respect to any Bond to be redeemed means the date fixed
for such redemption pursuant to the terms of the Ordinances.
"Registered Owner" each means the Person in whose name a Security is registered in the
Security Register.
"Ordinance" means the order, ordinance or resolution of the governing body of the Issuer
pursuant to which the Securities are issued, certified by the City Secretary of the Issuer or any other
officer of the Issuer and delivered to the Bank.
"Responsible Officer" when used with respect to the Bank means the Chairman or Vice -
Chairman of the Board of Directors, the Chairman or Vice-chairman of the Executive Committee of
the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant
Trust Officer, or any other officer of the Bank customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred because of his knowledge
of and familiarity with the particular subject.
"Security Register" means a register maintained by the Bank on behalf of the Issuer providing
for the registration and transfer of the Securities.
"Stated Maturity" means the date specified in the Ordinances on which the principal of a
Security is scheduled to be due and payable.
Section 2.02. Other Definitions.
The terms 'Bank," Issuer," and Securities (Security)" have the meanings assigned to them in
the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and
functions of this Agreement.
M 11
1 0
As Paying Agent, the Bank shall, provided adequate collected funds have been provided to
it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of each
Security at its Stated Maturity or Redemption Date, to the Registered Owner upon surrender of the
Security to the Bank at the Bank Office.
GT0M1\TG0\=G0\UtUSysRev\2010: PARA 3
As Paying Agent, the Bank shall, provided adequate collected funds have been provided to
it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each
Security when due, by computing the amount of interest to be paid each Registered Owner and
preparing and sending checks by United States Mail, first class postage prepaid, on each payment
date, to the Registered Owners of the Securities (or their Predecessor Securities) on the respective
Record Date, to the address appearing on the Security Register or by such other method, acceptable
to the Bank, requested in writing by the Registered Ower at the Registered Owner's risk and
expense.
The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities on
the dates specified in the Ordinance.
The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office
books and records (herein sometimes referred to as the "Security Register") for recording the names
and addresses of the Registered Owners of the Securities, the transfer, exchange and replacement of
the Securities and the payment of the principal of and interest on the Securities to the Registered
Owners and containing such other information as may be reasonably required by the Issuer and
subject to such reasonable regulations as the Issuer and the Bank may prescribe. All transfers,
exchanges and replacement of Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied
by a written instrument of transfer, the signature on which has been guaranteed by an officer of a
federal or state bank or a member of the Financial Industry Regulatory Authority, in form satisfactory
to the Bank, duly executed by the Registered Owner thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a re -
registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in relation
to an exchange or transfer of Securities, the exchange or transfer by the Registered Owners thereof
will be completed and new Securities delivered to the Registered Owner or the assignee of the
Registered Owner in not more than three (3) business days after the receipt of the Securities to be
canceled in an exchange or transfer and the written instrument of transfer or request for exchange
duly executed by the Registered Owner, or his duly authorized agent, in form and manner satisfactory
to the Paying Agent/Registrar.
GT0WNG0\C0\G0\Uti1SysRevM10: PARA 4
The Issuer shall provide an adequate inventory of printed Securities to facilitate transfers or
exchanges thereof. The Bank covenants that the inventory of printed Securities will be kept in
safekeeping pending their use, and reasonable care will be exercised by the Bank in maintaining such
Securities in safekeeping, which shall be not less than the care maintained by the Bank for debt
securities of other political subdivisions or corporations for which it serves as registrar, or that is
maintained for its own securities.
The Bank, as Registrar, will maintain the Security Register relating to the registration,
payment, transfer and exchange of the Securities in accordance with the Bank's general practices and
procedures in effect from time to time. The Bank shall not be obligated to maintain such Security
Register in any form other than those which the Bank has currently available and currently utilizes
at the time.
The Security Register may be maintained in written form or in any other form capable of being
converted into written form within a reasonable time.
The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the
required fee, a copy of the information contained in the Security Register. The Issuer may also
inspect the information contained in the Security Register at any time the Bank is customarily open
for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or
to convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any person other
than to, or at the written request of, an authorized officer or employee of the Issuer, except upon
receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to
the release or disclosure of the contents of the Security Register, the Bank will notify the Issuer so
that the Issuer may contest the court order or such release or disclosure of the contents of the
Security Register.
Section 4.05. Return of Canceled Certificates.
The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Securities
in lieu of which or in exchange for which other Securities have been issued, or which have been paid.
G'rOW V GO\CO\GO\Ut ISysRev\2010: PARA 5
!�M orm 1=A r
The Issuer hereby instructs the Bank, subject to the applicable provisions of the Ordinance,
to deliver and issue Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securi-
ties as long as the same does not result in an overissuance.
In case any Security shall be mutilated, or destroyed, lost or stolen, the Bank, in its discretion,
may execute and deliver a replacement Security of like form and tenor, and in the same denomination
and bearing a number not contemporaneously outstanding, in exchange and substitution for such
mutilated Security, or in lieu of and in substitution for such destroyed lost or stolen Security, only
after (i) the filing by the Registered Owner thereof with the Bank of evidence satisfactory to the Bank
of the destruction, loss or theft of such Security, and of the authenticity of the ownership thereof and
(ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer and the
Bank harmless. All expenses and charges associated with such indemnity and with the preparation,
execution and delivery of a replacement Security shall be borne by the Registered Owner of the
Security mutilated, or destroyed, lost or stolen.
Section 4.07. Transaction Information to Issuer.
The Bank will, within a reasonable time after receipt of written request from the Issuer,
furnish the Issuer information as to the Securities it has paid pursuant to Section 3.01, Securities it
has delivered upon the transfer or exchange of any Securities pursuant to Section 4.01, and Securities
I
t has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant
to Section 4.06.
Section 5.01. Duties of Bank.
The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care
in the performance thereof.
(a) The Bank may conclusively rely, as to the truth of the statements and correctness of
the opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent
facts.
GTOWA'GO\CO\GO\UtilSysRev\2010: PARA 6
(c) No provisions of this Agreement shall require the Bank to expend or risk its own funds
or otherwise incur any financial liability for performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment
of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to
it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, note, security, or other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties. Without limiting the generality of the foregoing
statement, the Bank need not examine the ownership of any Securities, but is protected in acting upon
receipt of Securities containing an endorsement or instruction of transfer or power of transfer which
appears on its face to be signed by the Registered Owner or an agent of the Registered Owner. The
Bank shall not be bound to make any investigation into the facts or matters stated in a resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond,
note, security or other paper or document supplied by Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or any opinion
of counsel shall be full and complete authorization and protection with respect to any action taken,
suffered, or omitted by it hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties hereunder
either directly or by or through agents or attorneys of the Bank.
(g) The Bank shall maintain a copy of the Bond Register within the State of Texas.
Section 5.03. Recitals of Issuer.
The recitals contained herein with respect to the Issuer and in the Securities shall be taken as
the statements of the Issuer, and the Bank assumes no responsibility for their correctness.
The Bank shall
in no event
be liable to the Issuer,
any Registered Owner or
Registered
Owners of any Security,
or any other
Person for any amount
due on any Security from its
own funds.
Section 5.04. May Hold Securities.
The Bank, in its individual or any other capacity, may become the owner or pledgee of
Securities and may otherwise deal with the Issuer with the same rights it would have if it were not
the Paying Agent/Registrar, or any other agent.
GT0WNG0\C0\G0\Uti1SysRev\2010: PARA 7
The Bank shall deposit any moneys received from the Issuer into a trust account to be held
in a fiduciary capacity for the payment of the Securities, with such moneys in the account that exceed
the deposit insurance available to the Issuer by the Federal Deposit Insurance Corporation, to be fully
collateralized with securities or obligations that are eligible under the laws of the State of Texas and
the laws of the United States of America to secure and be pledged as collateral for trust accounts until
the principal and interest on such securities have been presented for payment and paid to the owner
thereof. Payments made from such trust account shall be made by check drawn on such trust account
unless the owner of such Securities shall, at its own expense and risk, request such other medium of
payment.
Subject to the Unclaimed Property Law of the State of Texas, any money deposited with the
Bank for the payment of the principal, premium (if any), or interest on any Security and remaining
unclaimed for three years after the final maturity of the Security has become due and payable will be
paid by the Bank to the Issuer if the Issuer so elects, and the Registered Owner of such Security shall
hereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to such
monies shall thereupon cease. If the Issuer does not elect, the Bank is directed to report and dispose
of the funds in compliance with Title Six of the Texas Property Code, as amended.
Section 5.06. Indemnification.
To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it
harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part,
arising out of or in connection with its acceptance or administration of its duties hereunder, including
the cost and expense against any claim or liability in connection with the exercise or performance of
any of its powers or duties under this Agreement.
1 I 1 i I a 1'•,/•
The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim,
demand, or controversy over its person as well as funds on deposit, in either a Federal or State Court
located in the State of Texas and County where either the Bank Office or the administrative offices
of the Issuer is located, and agree that service of process by certified or registered mail, return receipt
requested, to the address referred to in Section 6.03 of this Agreement shall constitute adequate
service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader
in any court of competent jurisdiction in the State of Texas to determine the rights of any Person
claiming any interest herein.
It is hereby
represented
and warranted that, in the
event the Securities are otherwise qualified
and
accepted
for "Depository
Trust Company" services
or equivalent depository trust services by
GT0W14G0\C0\G0WtflSysRev\2010: PARA 8
other organizations, the Bank has the capability and, to the extent within its control, will comply with
the "Operational Arrangements," effective August 1, 1987, which establishes requirements for
securities to be eligible for such type depository trust services, including, but not limited to,
requirements for the timeliness of payments and funds availability, transfer turnaround time, and
notification of redemptions and calls.
Attached hereto is a copy of the Blanket Letter of Representations with The Depository Trust
Company.
hereto.
other.
Section6.01.
This Agreement may be amended only by an agreement in writing signed by both of the parties
Section 6.02. Assignment.
This Agreement may not be assigned by either party without the prior written consent of the
Section 6.03. Notices.
Any request, demand, authorization, direction, notice, consent, waiver, or other document
provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or
delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of this
Agreement.
s
The Article and Section headings herein are for convenience only and shall not affect the
construction hereof.
All covenants and agreements herein by the Issuer shall bind its successors and assigns,
whether so expressed or not.
In case any provision herein shall be
invalid, illegal, or unenforceable,
the validity,
legality, and
enforceability of the remaining provisions
shall not in any way be affected
or impaired
thereby.
GT0WNG0\C0\G0\UtiJSysRev\2010: PARA 9
Nothing
herein, express
or implied,
shall give to
any Person, other than the
parties
hereto and
their successors
hereunder, any
benefit or
any legal or
equitable right, remedy, or claim
hereunder.
This Agreement and the Ordinance constitute the entire agreement between the parties hereto
relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this
Agreement and the Ordinance, the Ordinance shall govern.
a of 1 1' 1 1 • 1.
This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original and all of which shall constitute one and the same Agreement.
Section 6.10. Termination.
This Agreement will terminate (i) on the date of final payment of the principal of and interest
on the Securities to the Registered Owners thereof or (ii) may be earlier terminated by either party
upon thirty (30) days written notice; provided, however, an early termination of this Agreement by
either party shall not be effective until (a) a successor Paying Agent/Registrar has been appointed
by the Issuer and such appointment accepted and (b) notice has been given to the Registered Owners
of the Securities of the appointment of a successor Paying Agent/Registrar. Furthermore, the Bank
and Issuer mutually agree that the effective date of an early termination of this Agreement shall not
occur at any time which would disrupt, delay or otherwise adversely affect the payment of the
Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver
the Security Register (or a copy thereof), together with other pertinent books and records relating
to the Securities, to the successor Paying Agent/Registrar designated and appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force and
effect following the termination of this Agreement.
This Agreement shall be construed in accordance with and governed by the laws of the State
of Texas.
GT0WNG0\C0\G0\UWSysRev\2010: PARA 10
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
Title
Attest:
PE
Title
GT0WNTG0\C0\G0\UfiISysRev\2010: PARA
113 East 8th Street, Georgetown, Texas 78626
GTOWNGO\CO\GO\UWSysRev\2010: PARA
GTOWNGO\CO\GO\Uti1SysRev\2010: PARA
N
City of Georgetown, Texas General Obligation Bonds, Series 2010A I
A one-time charge covering the Bank Officer's review of governing documents, communication with members
of the closing party, including representatives of the issuer, investment banker(s) and attorney(s), establishment
of procedures and controls, set-up of trust accounts and tickler suspense items and the receipt and
disbursement/investment of bond proceeds. This fee is payable on the closing date.
An annual charge covering the normal paying agent duties related to account administration and bondholder
services. Our pricing is based on the assumption that the bonds are DTC-eligible/book-entry only. If the bonds
are certificated or physical, then we will have to charge an additional $1000 per year as a paying agent. This
fee is payable annually, in advance.
The charges for performing extraordinary or other services not contemplated at the time of the execution of the
transaction or not specifically covered elsewhere in this schedule will be commensurate with the service to be
provided and may be charged in BNY Mellon's sole discretion. If it is contemplated that the Trustee hold
and/or value collateral or enter into any investment contract, forward purchase or similar or other agreement,
additional acceptance, administration and counsel review fees will be applicable to the agreement governing
such services. If the bonds are converted to certificated form, additional annual fees will be charged for any
applicable tender agent and/or registrar/paying agent services. Additional information will be provided at such
time. Should this transaction terminate prior to closing, all out-of-pocket expenses incurred, including legal
fees, will be billed at cost. If all outstanding bonds of a series are defeased or called in full prior to their
maturity, a termination fee may be assessed at that time.
These extraordinary services may include, but are not limited to, supplemental agreements, consent operations,
unusual releases, tender processing, sinking fund redemptions, failed remarketing processing, the preparation
of special or interim reports, custody of collateral, a one-time fee to be charged upon termination of an
engagement. Counsel, accountants, special agents and others will be charged at the actual amount of fees and
expenses billed, UCC filing fees, money market sweep fees, auditor confirmation fees, wire transfer fees,
transaction fees to settle third -party trades and reconcilement fees to balance trust account balances to third -
party investment provider statements
Annual fees include one standard audit confirmation per year without charge. Standard audit confirmations
include the final maturity date, principal paid, principal outstanding, interest cycle, interest paid, cash and asset
information, interest rate, and asset statement information. Non-standard audit confirmation requests may be
assessed an additional fee. Periodic tenders, sinking fund, optional or extraordinary call redemptions will be
assessed at $300 per event. FDIC or other governmental charges will be passed along to you as incurred.
2001 Bryan — 11'" Floor Dallas, TX 75201
CORPORATE TRUST
Terms of Proposal
Final acceptance of the appointment under the Indenture is subject to approval of authorized officers of BNYM
and full review and execution of all documentation related hereto. Please note that if this transaction does not
close, you will be responsible for paying any expenses incurred, including Counsel Fees. We reserve the right
to terminate this offer if we do not enter into final written documents within three months from the date this
document is first transmitted to you. Fees may be subject to adjustment during the life of the engagement.
Customer Notice Required by the USA Patriot Act
To help the US government fight the funding of terrorism and money laundering activities, US Federal law
requires all financial institutions to obtain, verify, and record information that identifies each person (whether
an individual or organization) for which a relationship is established.
What this means to you: When you establish a relationship with BNYM, we will ask you to provide certain
information (and documents) that will help us to identify you. We will ask for your organization's name,
physical address, tax identification or other government registration number and other information that will
help us to identify you. We may also ask for a Certificate of Incorporation or similar document or other
pertinent identifying documentation for your type of organization.
We thank you for your assistance.
2001 Bryan — I lb Floor Dallas, TX 75201
1041 is I 1 093 N 8 0
The following information is referred to in Section 14 of this Ordinance.
The financial information and operating data with respect to the City to be provided annually
in accordance with such Section are as specified (and included in the Appendix or under the headings
of the Official Statement referred to) below:
(1)
Table 1 -
Valuation, Exemptions and General Obligation Debt;
(2)
Table
2 -
Taxable Assessed Valuations by Category;
(3)
Table
3 -
Valuation and General Obligation Debt History;
(4)
Table
4 -
Tax Rate, Levy and Collection History;
(5)
Table
5 -
Ten Largest Taxpayers;
(6)
Table
6 -
Tax Adequacy;
(7)
Table
8 -
Pro-Froma General Obligation Debt Service Requirements;
(8)
Table
9 -
Interest and Sinking Fund Budget Projection;
(9)
Table
10
- General Fund Revenues and Expenditure History;
(9)
Table
11
- Municipal Sales Tax History; and
(10)
Appendix B
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described
in the notes to the financial statements referred to in the paragraph above.
GT0NN\GO\10A: Ordinance B-1
ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and
approved on the first and final reading on the 12' day of October, 2010.
George rver, Mayor
City of Georgetown, Texas
Secretary
Mark Sokolow, City Attorney
GTOWMGO\10A: Ordinance ExecutionPgOrdinance
1" 3191 N 111ALAI W0301 1
THE OF TEXAS is
COUNTY, . O
CITY OF GEORGETOWN
We, the undersigned officers of the City, hereby certify as follows:
1. This certificate is executed for and on behalf ofthe City, for the benefit ofthe Attorney
General of the State of Texas and for the benefit of the Purchasers in connection with the issuance
of the Obligations. The words and terms used herein shall have the meanings whenever they are used
given in Exhibit "A" attached hereto.
2. Any certificate signed by an official of the City delivered to the Purchasers or the
Attorney General of the State of Texas shall be deemed a representation and warranty by the City as
to the statement made therein. The Public Finance Division of the Office of the Attorney General of
the State of Texas is hereby authorized to date this certificate as of the date of approval of the
Obligations and is entitled to rely upon the accuracy of the information contained herein unless
notified by telephone or fax to the contrary. The Comptroller of Public Accounts is further
authorized to register the Obligations upon receipt of the Attorney General approval. After
registration, the Obligations, opinions and registration papers shall be delivered to C. D. Polumbo at
McCall, Parkhurst & Horton L.L.P.
3. A true and correct copy of the winning bid for the Obligations submitted to and
accepted by the City Council of the City is attached hereto as Exhibit "B".
4. The City is a duly incorporated home rule city, operating and existing under the Texas
Constitution and laws of the State of Texas, including its Charter which has not been amended since
the issuance by the City of its last series of obligations.
5. No litigation of any nature has ever been filed pertaining to, affecting or contesting:
(a) the Ordinances (b) the issuance, delivery, payment, security or validity of the Obligations; (c) the
authority of the governing body and the officers of the City to issue, execute and deliver the
Obligations; (d) the validity of the corporate existence ofthe City; (e) the current tax rolls of the City;
and that no litigation is pending pertaining to, affecting, questioning or contesting the current
boundaries of the City.
Gtown\G0\12010A: GenNoLaCw
6. Neither the corporate existence nor boundaries of the City is being contested, no
litigation has been filed or is now pending which would affect the authority of the officers of the City
to issue, execute, sign and deliver the Obligations, and that no authority or proceedings for the
issuance of the Obligations have been repealed, revoked or rescinded.
7. We officially executed and signed the Obligations with our manual signatures or by
causing facsimiles of our manual signatures to be imprinted or copied on each ofthe Obligations, and,
if appropriate, we hereby adopt such facsimile signatures as our own, respectively, and declare that
such facsimile signatures constitute our signatures the same as if we had manually signed each of the
Obligations.
8. The Obligations are substantially in the form, and have been duly executed and signed
in the manner, prescribed in the Ordinance.
9. At the time we so executed and signed the Obligations we were, and at the time of
executing this certificate we are, the duly chosen, qualified and acting officers indicated therein, and
authorized to execute the same.
10. We have caused the official seal of the City to be impressed, or printed, or copied on
the Obligations and such seal on the Obligations has been duly adopted as, and is hereby declared to
be, the official seal of the City.
11. The City is not in default in connection with any of the covenants, conditions or
obligations contained in the ordinance authorizing the issuance ofthe obligations listed in Exhibit "C",
and that the Interest and Sinking Funds for the outstanding obligations contain the amount now
required to be on deposit therein.
12. The currently outstanding tax debt of the City and the proposed Obligations are set
forth in Exhibit "C" hereto.
13. The currently effective ad valorem Tax Rolls of said City are those for the year 2010,
being the most recently approved Tax Rolls of the City; that the taxable property in the City has been
assessed as required by law; that the Tax Assessor of the City has duly verified the aforesaid Tax
Rolls; and that the assessed value of taxable property in the City upon which the annual ad valorem
tax ofthe City has been levied (after deducting the amount of all exemptions, if any, taken or required
to be given under the Constitution and laws of the State of Texas), according to the aforesaid Tax
Rolls for the year, as delivered to the City Secretary, and finally approved and recorded by the City
Council of the City, is $4,055,948,951.
14. To our best knowledge and belief:
GtowrlGM\2010A: GmNoLACa 2
(a) the descriptions and statements of or pertaining to the City contained in its Official Notice
of Sale, Bid Form and Preliminary Official Statement dated September 27, 2010, the final Official
Statement dated October 12, 2010 and any addenda, supplement or amendment thereto, for the
Obligations, on the date of such Preliminary Official Statement, on the date of sale of the Obligations,
and the acceptance of the best bid therefor, and on the date of the delivery, were and are true and
correct in all material respects;
(b) insofar as the City and its affairs, including its financial affairs, are concerned, such
Official Statement did not and does not contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading;
(c) insofar as the descriptions and statements, including financial data, of or pertaining to
entities other than the City and their activities contained in such Official Statement are concerned,
such statements and data have been obtained from sources which the City believes to be reliable and
that the City has no reason to believe that such information contains any untrue statement of a
material fact or omits to state any material fact necessary to make the statements therein made in light
of the circumstances under which they are made not misleading; and
(d) there has been no material adverse change in the financial condition of the City since the
date of the last audited financial statement of the City appearing in the Official Statement.
Gtow \G0\\2010A: GenNDLitCat 3
SIGNED this
City Manager
Mayor
Before me, on this day personally appeared the foregoing individuals, known to me to be the
officers whose true and genuine signatures were subscribed to the foregoing instrument in my
presence.
Given under my hand and seal of office this
SHIRLEY J. RINN
Notary Public, State of Texas
My Commission Expires
Jude 26, 2013
(Notary Seal)
Gown\GO\\2010A: GmNoLACW
Notary Public
City - City of Georgetown, Texas.
City Council - The City Council of the City.
Closing - October 28, 2010 or at such other time agreed upon between the City
and the Purchaser.
Obligations - City of Georgetown, Texas General Obligation Bonds, Series 2010
dated October 1, 2010 in the aggregate principal amount of
$111930,000.
Official Statement - The Preliminary Official Statement dated September 27, 2010 and the
Official Statement dated October 12, 2010 relating to the issuance of
the Obligations.
Ordinance - The Ordinance Authorizing the Issuance of City of Georgetown,
Texas General Obligation Bonds, Series 2010A; 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
approved by the City Council on October 12, 2010.
Purchasers - Raymond James & Associates, Inc.
Gtow \CTM\2010A: GalloLi[Ce A-1
13 v 2
Gtory \GO\\2010A: GmNoUCe B-1
OFFICIAL BID FORM
Honorable Mayor and City Council
City of Georgetown, Texas
101 East 7`r` Street
Georgetown, Texas 78627
Members of the City Council:
October 12, 2010
Reference is made to your Official Statement and Notice of Sale and Bidding Instructions; dated October 1, 2010, of $11:93%000
CTTY OF GEORGETOWN, TEXAS GENERAL OBLIGATION BONDS, SERIES 2010A, both of which constitute a part
hereof.
For your legally issued Bonds, in the aggregate principal amount of $11,930,000, we will pay you a price of
$ E$, g31,Q9_, representing jt)0.LCq% of the par value, plus accrued interest to the date of delivery to us. Such
Bonds mature August 15, in each of the years and in the amounts and interest rates shown below:
Maturity
(August 15)
2012
2013
2014
2015
2016
2017
201 s
2019
2020
2021
Principal
Amount
$ 115,000
480,000
500;000
515.000
535.000
555.000
575.000
595,000
615.000
635,000
Interest
Rate
01.00%
02. (DC7 %
r9, 00 %
eQ;00 %
.off? %
.
95 %
a. aS %
?04j0 %
C9. isO %
3.00 %
Maturity
(August 15)
2022
2023
2024
2025
2026
2027
2028
2029
2030
Principal
Amount
$ 655,000
680,000
705,000
730,000
755,000
780,000
810,000
835,00��0
860,000
Interest
Rate
S400 %
r00 %
3. 1 %
8. x'75%
3✓�r5d %
c7 s �9) %
3,`0%
3450% �}'��+
c3e,mo
i/ %
Of the principal maturities set forth in the table above, term bonds have been created as indicated in the following table (which
may include multiple term bonds, one tern bond or no term bond if none is indicated). For those years wluch have been
combined into a term bonds, the principal amount shown in the table above shall be the mandatory sinking fund redemption
amounts in such years except that the amount shown in the year of the term bond maturity date shall mature in such year. The
tern bonds created are as follows:
Tern Bonds
Maturing
August 15
Year of
First Mandatory
Redemption
Principal
Amount.
Interest
Rate
$
$
%
$
Our calculation (which is not a part of this bid) of the interest cost from the above is:
TRUE INTEREST COST
.3J04331 %
The Initial Bonds shall be registered in the name of which will, upon payment for the Bonds, be
cancelled by the Paying Agent/Registrar. The Bonds will then be registered in the name of Cede & Co. (DTC's partnership
nominee), under the book -entry -only system.
A bank cashier's check or certified check of the Bank, , in the amount of
$238,600, which represents our Good Faith Deposit (is attached hereto) or (has been made available to you prior to the opening
of this bid), and is submitted in accordance with the terms as set forth in the Official Statement and Notice of Sale and Bidding
Instructions.
We agree to accept delivery of the Bonds utilizing the book -entry -only system through DTC and make payment for the Initial
Bond in immediately available funds in the Corporate Trust Division, The Bank of New York Mellon Trust Company, Dallas,
Texas, not later than 9:30 AM, CDT, on October 28, 20I0, or thereafter on the date the Bonds are tendered for delivery, pursuant
to the terms set forth in the Notice of Sale and Bidding Instructions, It will be the obligation of the purchaser of the Bonds to
complete the DTC Eligibility Questionnaire.
The undersigned agrees to complete, execute, and deliver to the City, not later than the close of business on the business day
following the award of the sale of the Bonds, a certificate relating to the "issue price" of the Bonds in the form and to the effect
accompanying the Notice of Sale and Bidding Instructions, with such changes thereto as may be acceptable to the City.
We agree to provide in writing the initial reoffering prices and other terms, if any, to the Financial Advisor by the close of
the next business day after the award,
Respectfully submitted,
141
Name oTPurehaser or Manager
Authoriz d Representative
Syndicate Members:
ACCEPTANCE CLAUSE
The above and foregoing bid is hereby in all things accepted by City of Georgetown, Texas, this the Ila' day of October, 2010.
ATTEST:
City Secretary
City of Georgetown, Texas
Mayor
City of Georgetown, Texas
rtllu 1 i DILL rU1111
Upcoming CalendarOverview f Resuit � �E
Raymond • • h • hal °''
Georgetown
$11,935,000 General Obligation Bonds,SeriesOa:
For the aggregate principal amount of $11,935,000.00, we will pay you $11,936,068.90, plus accrued interest
from the date of issue to the date of delivery. The Bonds are to bear interest at the following rate(s):
Maturity Date
Amount $
Coupon %
08/15/2012
08/15/2013
115M
480M
2.0000
2.0000
08/15/2014
500M
2.0000
08/15/2015
515M
2.0000
08/15/2016
535M
2.0000
08/15/2017
555M
2.2500
08/15/2018
575M
2.2500
08/1512019
595M
2.5000
08/15/2020
615M
2.5000
08/15/2021
635M
3.0000
08/1512022
655M
3.0000
08/15/2023
680M
3.0000
08/15/2024
705M
3.1250
08/15/2025
730M
3.3750
08/15/2026
08/15/2027
755M
780M
3.5000
3.5000
08/15/2028
810M
3.5000
08/15/2029
835M
3.5000
08/15/2030
86f M
3.5000
Total Interest Cost:
Premium:
Net Interest Cost:
TIC:
$4,5691961.77
$1,068.90
$4t568,892,87
3.104331
Time Last Bid Received On:10/12/2010 9:10:36 CDST
This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale,
and the Preliminary Official Statement, all of which are made a part hereof.
Bidder: Raymond James & Associates, Inc., Memphis , TN
Contact: Tony Marcone
Title: Municipal Underwrite
Telephone: 901-752-6109
Fax: 901-752-8200
4 .. FF I 1 0 1. I ._--- !71__._i_/____/..__•.__.........�F..........—.......+..,-.+S%rv�neto—v�nryicr 1r1/1O/7)i i1
FAIU l Y KeoTrermg 1 - -
;Result -1
Raymond James & Associates, Inc.'s 'Reoffering Scale RIO
Georgetown ••...A•
$11,935,000 General Obligation Bonds, Series 2010A
Maturity Date
Amount $
Coupon %
Yield 0f9
Dollar Price
Call Date
08/15/2012
115M
2.0000
0.7500
102.226
08/15/2013
480M
2.0000
0.9500
102,891
08/15/2014
08/15/2015
500M
515M
2.0000
2.0000
1.1500
1.4000
103.148
102.773
08/15/2016
535M
2.0000
1,7000
101.648
08/15/2017
555M
2.2500
2.0000
101.580
08/15/2018
08/15/2019
575M
595M
2.2500
2.5000
2.1500
2.3500
100.712
101.184
08/15/2020
615M
2.5000
2.5500
99.567
08/1512021
635M
3.0000
2.8000
101..547
08/15/2019
08/1512022
08115/2023
655M
680M
3.0000
3.0000
2.9500
3.0500
100.382
99.470
08/15/2019
08/15/2024
705M
3.1250
3.1500
99.719
08/15/2025
730M
3.3750
3.2500
100.946
08/15/2019
08/15/2026
755M
3.5000.
3.3500
101.131
08/15/2019
08/15/2027
780M
3.5000
3.4000
100.751
08/15/2019
08/15/2028
08/15/2029
810M
835M
3.5000
3.50003.5500
3.5000
100.000
99.314
08/1512030
865M
3.5000
3.6500
97.894
C 1981-2002 i -Deal LLC. All rights reserved, Trademarks
Combination Tax and Utility System Limited Revenue
Certificates of Obligation, Series 2001 $ 755,000
Combination Tax and Utility System Limited Revenue
Certificates of Obligation, Series 2002 $ 2,235,000
Combination Tax and Utility System Limited Revenue
Certificates of Obligation, Series 2003 $ 1,505,000
Limited Tax Notes, Series 2004 $ 65,000
Combination Tax and Utility System Limited Revenue
Certificates of Obligation, Series 2005 $ 6,000,000
General Obligation and Refunding Bonds,
Series 2005 $ 12,590,000
General Obligation Bonds, Series 2005A $ 6,020,000
Combination Tax and Utility System Limited Revenue
Certificates of Obligation, Series 2006 $ 3,760,000
Limited Tax Refunding Bonds, Series 2006 $ 7,830,000
Combination Tax and Revenue
Certificates of Obligation, Series 2007 $ 6,6001000
General Obligation and Refunding Bonds,
Series 2007 $ 12,550,000
Combination Tax and Revenue
Certificates of Obligation, Series 2008 $ 4,425,000
Combination Tax and Revenue
Certificates of Obligation, Series 2009 $ 5,275,000
General Obligation Bonds, Series 2009 $ 11130,000
General Obligation Refunding Bonds, Series 2009 $ 2,02500
Gtown\GO\\2010At GenNoLitCa C-1
Limited Tax litotes, Series 2009
Combination Tax and Revenue
Certificates of Obligation, Series 2010
General Obligation Bonds, Series 2010
General Obligation Bonds, Series 2010A In the Process of Issuance
Gtow \M\2010A: GmNoUtCat C-2
$ 5,950,000
$ 61240,000
$ 1,340,000
$11,930,000
SIGNED this
t
City Manager
Mayor
1 M % it 1 U- �-
Before me, on this day personally appeared the foregoing individuals, known to me to be the
officers whose true and genuine signatures were subscribed to the foregoing instrument in my
presence.
Given under my hand and seal of office this
RINN
State of Texas
<, u
tv"E
X}Fres Notary
(Notary Seal)
Gtov \GO\\2010A: GwNobtCe t
01
City Manager
Before me, on this day personally appeared the foregoing individuals, known to me to be the
officers whose true and genuine signatures were subscribed to the foregoing instrument in my
presence.
Given under m hand and seal of office this
Y r
SHIRLEY J, RINK
;Esi€r expires
June 26, 3
_
(Notary Seal)
Gtow \GM2010A: GenNOUCe
SIGNET) this
City Manager
officers
Before me, on this day personally appeared the foregoing individuals, known to me to be the
whose true and genuine signatures were subscribed to the foregoing instrument in my
presence.
Given under my hand and seal of office this
SHIRLEY Jo RINN
MY ,' Expires
June ' j
13
(Notary Seal)
Gtown\GO\\2010A: GenNoUtCe t
0
SIGNER this
City Manager
Before me, on this day personally appeared the foregoing individuals, known to me to be the
officers whose true and genuine signatures were subscribed to the foregoing instrument in my
presence.
Given under my hand and seal of office this
fi
Camrnission Expires
JUnO r ?t
,2013
(Notary Seal)
Gtow \GG\\2010A: GenNoLkCe
SIGNER this
City Manager
Mayor
Before me, on this day personally appeared the foregoing individuals, known to me to be the
officers whose true and genuine signatures were subscribed to the foregoing instrument in my
presence.
Given under my hand and seal of office this
SHIRLEY J, RINN
_,
f Texas
My Commission Expires
juno 26,2013
(Notary Seal)
Gtov \GO\\2010A: GalloLitCe
City Manager
Before me, on this day personally appeared the foregoing individuals, known to me to be the
officers whose true and genuine signatures were subscribed to the foregoing instrument in my
presence.
Given under my hand and seal of office this
r
(Notary Seal)
Gtow \GO\\2010A: GuNoLitCat
OFFICIAL BID FORM
Honorable Mayor and City Council
City of Georgetown, Texas
101 East 7`h Street
Georgetown, Texas 78627
Members of the City Council:
October 12. 2010
Reference is made to your Official Statement and Notice of Sale and Bidding Instructions; dated October 1, 2010, of $11,930,000
CITY OF GEORGETOWN; TEXAS GENERAL OBLIGATION BONDS, SERIES 2010A, both of which constitute a part
hereof.
For your legally issued
Bonds, in the
aggregate principal
amount of
$11,930,000, we
will pay you a price of
$ It, 9,3j, 0(A#q
0
relxesenting Jf}U.
% of the par
value, plus accrued interest to the
date of delivery to us. Such
$
each of the years
and in the amounts and interest rates shown below:
Bonds mature August 15, in
Maturity
Principal
Interest
Maturity
Principal
Interest
(August 15)
Amount
Rate
(August 15)
Amount
Rate
2012
$ 115,000
(2,00%
2022
$ 655,000
3,00 %
2013
4807000
2023
6805000
3r 60 %
x, C)o %
2014
500,000
.9,tn %
2024
705,000
3, 12.S %
2015
515,000
O() °f°
2025
730,000
c3<375%
2016
535,000
.00A %
2026
755,000
3r.50 %
2017
555;000
4oq5 %
2027
780,000
Z30 60 %
2018
575,000
0Z. 9S %
2028
810,000
-3050%
2019
595,000
2029
83500
3450%
0�, 050 %
2020
615,000
c9t 1 -Ci %
2030
860;000
3.6P %
2021
635,000
3,00%
Of the principal maturities set forth in the table above, term bonds have been created as indicated in the following table (which
may include multiple term bonds, one term bond or no term bond if none is indicated). For those years which have been
combined into a term bonds; the principal amount shown in the table above shall be the mandatory sinking fund redemption
amounts in such years except that the amount shown in the year of the term bond maturity date shall mature in such year. The
teen bonds created are as follows:
Term Bonds
Maturing
August 15
Year of
First Mandatory
Redemption
Principal
Interest
Amount.
Rate
$238,600, which represents our Good Faith
Deposit
(is attached hereto) or (has been made available to you
prior to the opening
$
with the
$
of Sale and Bidding
$
Our calculation (which is not a part of this bid) of the interest cost fi•orn the above is:
TRUE INTEREST COST
3P )073.3 / %
The Initial Bonds shall be registered in the name of which will, upon payment for the Bonds, be
cancelled by the Paying Agent/Registrar. The Bonds will then be registered in the name of Cede & Co. (DTC's partnership
nominee), under the book -entry -only system.
A bank cashier's check or certified check
of the
Bank,
, in the amount of
$238,600, which represents our Good Faith
Deposit
(is attached hereto) or (has been made available to you
prior to the opening
of this bid), and is submitted in accordance
with the
terns as set forth in the Official Statement and Notice
of Sale and Bidding
Instructions.
We agree to accept delivery of the Bonds utilizing the book -entry -only system through DTC and make payment for the Initial
Bond in immediately available funds in the Corporate Trust Division, The Bank of New York Mellon Trust Company, Dallas,
Texas, not later than 9:30 AM, CDT, on October 28, 2010, or thereafter on the date the Bonds are tendered for delivery, pursuant
to the terms set forth in the Notice of Sale and Bidding Instructions, it will be the obligation of the purchaser of the Bonds to
complete the DTC Eligibility Questionnaire.
The undersigned agrees to complete, execute, and deliver to the City, not later than the close of business on the business day
following the award of the sale of the Bonds, a certificate relating to the "issue price" of the Bonds in the form and to the effect
accompanying the Notice of Sale and Bidding Instructions, with such changes thereto as may be acceptable to the City.
We
agree to provide in writing
the initial reoffering prices and other terms, if any, to the Financial Advisor by the close of
the
next
business day
after the
award.
Respectfully submitted,
C1
Name oiPurchaser or Manager
To>tt�t a
Authoriiz d Representative
Syndicate Members;
ACCEPTANCE CLAUSE
The above and foregoing bid is hereby in all things accepted by City of Georgetown, Texas, this the 12a' day of October, 2010.
of Georgetown,
f Atct i Y i5ia r orzn
Upcoming Calendar J1 Overview Result i Excel
Raymond James & Associates, Inc. w Memphis , TN's Bid
Georgetown
$11,935,000 General Obligation Bonds, Series 2.010A
For the aggregate principal amount of $11,935,000.00, we will pay you $11,936,068.90, plus accrued interest
from the date of issue to the date of de at the following rates):
livery. The Bonds are to bear interest
Maturity Date Amount $ Coupon %
08/15/2012 115M 2.0000
08/15/2013 480M 2.0000
08/15/2014 500M 2.0000
08/15/2015 515M 2.0000
08/15/2016 535M 2.0000
08/15/2017 555M 2.2500
08/1512018 575M 2.2500
08/15/2019 595M 2.5000
08/15/2020 615M 2.5000
08/15/2021 635M 3.0000
08/15/2022 655M 3.0000
08/15/2023 680M 3.0000
08/15/2024 705M 3.1250
08/15/2025 730M 3.3750
08/15/2026 [!810M
55M 3.5000
08/15/2027 80M 3.5000
08/1512028 3.5000
08/15/2029 835M 3.5000
08/15/203086 M 3.5000
Total Interest Cost:
Premium:
Net Interest Cost:
TIC:
t $4,5691961.77
$1,068.90
$4,568,892.87
3.104331
Time Last Bid Received On: 10/12/2010 9:10:36 CDST
This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale,
and the Preliminary Official Statement, all of which are made a part hereof.
Bidder: Raymond James & Associates, Inc., Memphis, TN
Contact: Tony Marcone
Title: Municipal Underwrite
Telephone: 901-752-6109
Fax: 901-752-8200
Total Interest Cost:
Premium:
Net Interest Cost:
TIC:
t $4,5691961.77
$1,068.90
$4,568,892.87
3.104331
Time Last Bid Received On: 10/12/2010 9:10:36 CDST
This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale,
and the Preliminary Official Statement, all of which are made a part hereof.
Bidder: Raymond James & Associates, Inc., Memphis, TN
Contact: Tony Marcone
Title: Municipal Underwrite
Telephone: 901-752-6109
Fax: 901-752-8200
PAI 11 Y Keoltering
Result .
[fe l
Raymond James & Associates, Inc.'s Reoffering Sca[-ix
• •i
retown
$11,936,y00 General Obligation Bonds, Series 2010A
Maturity Date
Amount $
Coupon %
Yield %
Dollar Price
Call Date
08/15/2012
115M
2.0000
0.7500
102.226
08/15/2013
08/15/2014
480M
500M
2.0000
2,0000
0.9500
1,1500
102.891
103.148
08/15/2015
515M
2.0000
1.4000
102.773
08/15/2016
535M
2.0000
1,7000
101,648
08/15/2017
555M
2.2500
2,0000
101.580
08/15/2018
575M
2.2500
2.1500
100.712
08/15/2019
595M
2.5000
2.3500
101.184
08/15/2020
615M
2.5000
2.5500
99.567
08/15/2021
635M
3.0000
2.8000
101..547
08/15/2019
08/15/2022
655M
3,0000
2,9500
100.382
08/15/2019
08/15/2023
680M
3.0000
3.0500
99,470
08/15/2024
705M
3.1250
3.1500.
99.719
08/15/2025
730M
3.3750
3.2500
100,946
08/1512019
08/1512026
755M
3.5000
3.3500
101.131
08115/2019
08/15/2027
08/15/2028
780M
810M
3.5000
3,5000
3.4000
3.5000
100.751
100.000
08/15/2019
08/15/2029
835M
3.5000
3.5500
99.314
08/15/2030
865M
3.5000
3.6500
97.894
G 1981-2002 i -Deal LLC. All rights reserved, Trademarks
31
Enter
Information Return for TaxwExempt Governmental Obligations
remaining weighted average maturity of the
Form8038=0
0- Under Internal Revenue Code section 149(e)
32
OMB No. 1545-0720
(Rev.
May 2010)
F See separate instructions.
years
33
Department of the Treasury
Internal Revenue Service
Caution: If the issue price is under $100,000, use Form 8038-GC.
last date on which the refunded bonds will
•
Re orcin
Authority
If Amended Return, check here ❑
1
Issuer's name
2 Issuer's employer identification number (EIN)
GEORGETOWN, TEXAS (CITY OF)
No. 63773S Form 8038-0 (Rev. 5-2010)
74' 6000974
3
Number and street (or P.O. box if mail is not delivered to street address)
Room/suite
4 Report number (For IRS Use Only)
193
EAST 8TH STREET
151,
5
City, town, or post office, state, and ZIP code
6 Date of issue
GEORGETOWN, TEXAS 78627
10/28/2010
7
Name of issue
8 CUSIP number
RIE 2010A
GENERALOBLIGATIONNDS, SERIES
373028ZP$
9
Name and title of officer of the issuer or other person whom the IRS may call for more information
10 Telephone number of officer or other person
ICi
I RUNDELL, CHIEF FINANCIAL OFFICER.
( 512 ) 930®3676
J=
Type of Issue
(enter the issue price)
See instructions and attach schedule
11
Education
11
12
. . . . . . . . . . . . . . . . . . . . . . . . .
Health and hospital . . . . . . . . . . . . . . . . . . . . . .
.
.12
13
13
Transportation . . . . . . . . . . . . . . . . . . . . . . . .
. .
14
14
Public safety 2k. . . . . . . . . . . . . . . . .
.
15
15
Environment (including sewage bonds). . . . . . . . . . . . . . . .
. .
16
16
Housing . . . . . . . . . . . . . . . . . . . 0w
.
17
17 Utilities
18
. . . . . . . . . . . . . . . . . . . . . . . .
Other. Describe VARIOUS MUNICIPAL PROJECTS
. .
18
12,0861723
19
If obligations are TANS or RANs, check only box 19a. . . . . . . . . .
. . ❑
If obligations are BANS, check only box 19b . .
❑
20
If obligations are in the form of a lease or installment sale, check box
t� ❑
• .
Description of Obligations. Complete for the entire issue for which
this form is bei n filed.
(a) Final maturity date
(b) Issue price
(c) Stated redemption
price at maturity
(d) Weighted
average maturity
(e) Yield
21
08/15/2636
$ 1206123
$ 11,930.100
12.666 years
3.0414 %
•
Uses of Proceeds of Bond Issue(including
underwriters' discount)
22
Proceeds used for accrued interest
22
25,931
23
. . . . . . . . . . . . . . . . .
Issue price of entire issue (enter amount from line 21, column (b)) .
.
23
125006,723
24 Proceeds used for bond issuance costs (including underwriters' discount) 24
25
Proceeds used for credit enhancement 25
� m
26
Proceeds allocated to reasonably required reserve or replacement fund . 26
woa
27
Proceeds used to currently refund prior issues . 27
®0"
28
Proceeds used to advance refund prior issues . . . . . . . . . 28
-0m
29
Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . .
. . . .
29
30
Nonrefunding proceeds of the issue subtract line 29 from line 23 and enter amount here
30
•
Description of Refunded Bonds (Complete this part only for refunding bonds.)NOT
APPLICABLE
31
Enter
the
remaining weighted average maturity of the
bonds to be currently refunded .
years
32
Enter
the
remaining weighted average maturity of the
bonds to be advance refunded .
years
33
Enter
the
last date on which the refunded bonds will
be called (MM/DD/YYYY)
34
Enter
the
date{s) the refunded bonds were issued (MM/DD/YYYY)
For
Privacy Act and Paperwork Reduction Act Notice, see separate instructions. Cat.
No. 63773S Form 8038-0 (Rev. 5-2010)
GEORGETOWN, TEXAS (CITY E) EiN; 74 - 3000974
Form 8038-G (Rev. 5-2010) Page 2
miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . 35 .0$
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC) (see instructions) . . . . . . . . . . . . . . . . . . . . . . . . . 36a .a
b Enter the final maturity date of the GIC
Do -
37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other
governmental units . . . . . . . . . . . . . �M<, 37a .0M
b If this issue is a loan made from the proceeds of another tax ssue, check box Eland enter the name of the
issuer 10*A e date of the issue N/A
38 If the issuer has designated the issue under section 265(b)(3)(B all issuer exception), check box
39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,ck box . i° ❑
40 If the issuer has identified a hedge, check box . . . . . . 7`-= . . . . . . . . . . . . . . . ❑
Under penalties of perjury, I declare that 1 have examined this return and
Signature and belief, they are true, correct, nd complete. I further declare that I cc
and to process is return, to the p on that I have authorized above.
representative
Date
anying schedules and statements,
and to
the best of my
knowledge
the IRS's disclosure of the issuer's
return
information, as
necessary
��; Preparer's I Date
signature
-•-- --) Firm's name (or CALL, PARKHURST HORTON L.L.P.Use 9I,- yours if self-employed),
address. and ZIP code 717 N. HARWOOD, SUITE 900, DALLAS, Tx 75201
Check if Preparer's SSN or PTIN
self-emoloved ❑ 1 P01067358
75: 0799392
214 ) 754-9200
Form 8038mG (Rev. 5-2010)
FEDERAL TAX CERTIFICATE
1. In General.
1.1. The undersigned is the Chief Financial Officer of the City of Georgetown, Texas (the
"Issuer").
1.2. This Federal Tax Certificate is executed for the purpose of establishing the reasonable
expectations of the Issuer as to future events regarding the Issuer's General Obligation Bonds, Series
2010A (the "Bonds"). The Bonds are being issued pursuant to an ordinance of the Issuer (the
"Ordinance") adopted on the date of sale of the Bonds. The Ordinance is incorporated herein by
reference.
1.3. To the best of the undersigned's knowledge, information and belief, the expectations
contained in this Federal Tax Certificate are reasonable.
1.4. The undersigned is an officer of the Issuer delegated with the responsibility of issuing
and delivering the Bonds.
1.5. The undersigned is not aware of any facts or circumstances that would cause him to
question the accuracy of the representations made by Specialized Public Finance, Inc. (the "Financial
Advisor") of the Schedules attached hereto as Exhibit "D."
2. The Purpose of the Bonds and Useful Lives of Projects.
2.1. The Bonds are being issued pursuant to the Ordinance (a) to provide for the payment of
costs of issuing the Bonds, and (b) for constructing, acquisition and rehabilitation of road and park
projects (the "Projects").
2.2. The Issuer expects that the aggregate useful lives of the Projects exceed 20 years from the
later of the date the Projects are placed in service or the date on which the Bonds are issued.
2.3. All earnings, such as interest and dividends, received from the investment of the proceeds
of the Bonds during the period of acquisition and construction of the Projects and not used to pay interest
on the Bonds, will be used to pay the costs of the Projects, unless required to be rebated and paid to the
United States in accordance with section 148(f) of the Internal Revenue Code of 1986 (the "Code"). The
proceeds of the Bonds, together with any investment earnings thereon, are expected not to exceed the
amount necessary for the governmental purpose of the Bonds. The Issuer expects that no disposition
proceeds will arise in connection with the Projects or the Bonds.
3. Expenditure of Bond Proceeds and Use of Projects.
3.1. The Issuer will incur, within six months after the date of issue of the Bonds, a binding
obligation to commence the Projects, either by entering into contracts for the construction of the Projects
or by entering into contracts for architectural or engineering services for such Projects, or contracts for the
development, purchase of construction materials, or purchase of equipment, for the Projects, with the
amount to be paid under such contracts to be in excess of five percent of the proceeds which are estimated
to be used for the cost of the Projects.
3.2. After entering into binding obligations, work on such Projects will proceed promptly with
due diligence to completion.
3.3. All original proceeds derived from the sale of the Bonds to be applied to the Projects and
all investment earnings thereon (other than any amounts required to be rebated to the United States
pursuant to section 148(f) of the Code) will be expended for the Projects no later than a date which is
three years after the date of issue of the Bonds.
3.4. The Ordinance provides that allocations of proceeds to expenditures for the Projects are
expected not to be later than 18 months after the later of the date of the expenditure or the date that the
Projects are placed in service, but, in any event, not longer than 60 days after the earlier of five years of
the date hereof or the date the Bonds are retired.
3.5. Moreover, only Project costs paid or incurred by the Issuer within 60 days prior to the
date the Issuer approved the funding of the Project (the "60 -day period") through its declaration of official
intent ("Qualified Costs") will be paid or reimbursed with Bond proceeds. For this purpose Qualified
Costs also include preliminary expenditures, incurred prior to the 60 -day period before the approval of the
Issuer through its declaration of official intent, up to an amount not in excess of 20 percent of the
aggregate amount of the Bonds. No Qualified Cost represents the cost of property or land acquired from
a related party.
3.6. The Issuer will not invest the proceeds prior to such expenditure in any guaranteed
investment contract or other non -purpose investment with a substantially guaranteed yield for a period
equal to or greater than four years.
3.7. Other than members of the general public, the Issuer expects that throughout the lesser of
the term of the Bonds, or the useful lives of the Projects, the only user of the Projects will be the Issuer or
the Issuer's employees and agents. The Issuer will be the manager of the Projects. The Issuer does not
expect to enter into long-term sales of output from the Projects and sales of output will be made on the
basis of generally -applicable and uniformly applied rates. The Issuer may apply different rates for
different classes of customers, including volume purchasers, which are reasonable and customary.
3.8. Except as stated below, the Issuer expects not to sell or otherwise dispose of property
constituting the Projects prior to the earlier of the end of such property's useful life or the final maturity of
the Bonds. The Ordinance provides that the Issuer will not sell or otherwise dispose of the Projects unless
the Issuer receives an opinion of nationally -recognized bond counsel that such sale or other disposition
will not adversely affect the tax-exempt status of the Bonds.
3.9. For purposes of Subsection 3.8 hereof, the Issuer has not included the portion of the
Projects comprised of personal property that is disposed in the ordinary course at a price that is expected
to be less than 25 percent of the original purchase price. The Issuer, upon any disposition of such
property, will transfer the receipts from the disposition of such property to the general operating fund and
expend such receipts within six months for other governmental programs.
4. Interest and Sinking Fund.
4.1. A separate and
special Interest and Sinking Fund has
been created
and established, other
than as described herein, solely
to pay the principal of and interest on the Bonds
(the "Bona Fide Debt
Service Portion"). The Bona
Fide Debt Service Portion constitutes
a fund that
is used primarily to
achieve a proper matching of revenues and debt service within each
bond year.
Such portion will be
completely depleted at least once each year except for an amount not
in excess of the greater of (a) one -
2
twelfth of the debt service on the Bonds for the previous year, or (b) the previous year's earnings on such
portion of the Interest and Sinking Fund. Amounts deposited in the Interest and Sinking Fund
constituting the Bona Fide Debt Service Portion will be spent within a thirteen -month period beginning
on the date of deposit, and any amount received from the investment of money held in the Interest and
Sinking Fund will be spent within a one-year period beginning on the date of receipt.
4.2. Any money deposited in the Interest and Sinking Fund and any amounts received from
the investment thereof that accumulate and remain on hand therein after thirteen months from the date of
deposit of any such money or one year after the receipt of any such amounts from the investment thereof
shall constitute a separate portion of the Interest and Sinking Fund. The yield on any investments
allocable to the portion of the Interest and Sinking Fund exceeding the sum of (a) the Bona Fide Debt
Service Portion and (b) an amount equal to the lesser of five percent of the sale and investment proceeds
of the Bonds or $100,000 will be restricted to a yield that does not exceed the yield on the Bonds.
5. Invested Sinking Fund Proceeds. Replacement Proceeds.
5.1. The Issuer has, in addition to the moneys received from the sale of the Bonds, certain
other revenues that are invested in various funds which are pledged for various purposes. These other
funds are not available to accomplish the purposes described in Section 2 of this Certificate.
5.2. Other than the Interest and Sinking Fund, there are, and will be, no other funds or
accounts established, or to be established, by or on behalf of the Issuer (a) which are reasonably expected
to be used, or to generate earnings to be used, to pay debt service on the Bonds, or (b) which are reserved
or pledged as collateral for payment of debt service on the Bonds and for which there is reasonable
assurance that amounts therein will be available to pay such debt service if the Issuer encounters financial
difficulties. Accordingly, there are no other amounts constituting "gross proceeds" of the Bonds, within
the meaning of section 148 of the Code.
6. Other Obligations.
There are no other obligations of the Issuer that (a) are sold at substantially the same time as the
Bonds, i.e., within 15 days of the date of sale of the Bonds, (b) are sold pursuant to a common plan of
financing with the Bonds, and (c) will be payable from the same source of funds as the Bonds.
7. Federal Tax Audit Responsibilities.
The Issuer acknowledges that in the event of an examination by the Internal Revenue Service (the
"Service") to determine compliance of the Bonds with the provisions of the Code as they relate to tax-
exempt obligations, the Issuer will respond, and will direct its agents and assigns to respond, in a
commercially reasonable manner to any inquiries from the Service in connection with such an
examination. The Issuer understands and agrees that the examination may be subject to public disclosure
under applicable Texas law.
8. Record Retention.
The Issuer has covenanted in the Ordinance that it will comply with the requirements of the Code
relating to the exclusion of the interest on the Bonds under section 103 of the Code. The Service has
determined that certain materials, records and information should be retained by the issuers of tax-exempt
obligations for the purpose of enabling the Service to confirm the exclusion of the interest on such
obligations under section 103 of the Code. ACCORDINGLY, THE ISSUER SHALL TAKE STEPS
TO ENSURE THAT ALL MATERIALS, RECORDS AND INFORMATION NECESSARY TO
3
CONFIRM THE EXCLUSION OF THE INTEREST ON THE BONDS UNDER SECTION 103 OF
THE CODE ARE RETAINED FOR THE PERIOD BEGINNING ON THE ISSUE DATE OF THE
BONDS AND ENDING THREE YEARS AFTER THE DATE THE BONDS ARE RETIRED. The
Issuer acknowledges receipt of the letter attached hereto as Exhibit "B" which, in part, discusses specific
guidance by the Service with respect to the retention of records relating to tax-exempt bond transactions.
The Issuer also acknowledges that the letter does not constitute an opinion of Bond Counsel as to the
proper record retention policy applicable to any specific transaction.
9. Rebate to United States.
The Issuer has covenanted in the Ordinance that it will comply with the requirements of the Code,
including section 148(f) of the Code, relating to the required rebate to the United States. Specifically, the
Issuer will take steps to ensure that all earnings on gross proceeds of the Bonds in excess of the yield on
the Bonds required to be rebated to the United States will be timely paid to the United States, The Issuer
acknowledges receipt of the memorandum attached hereto as Exhibit "A" which discusses regulations
promulgated pursuant to section 148(f) of the Code. This memorandum does not constitute an opinion of
Bond Counsel as to the proper federal tax or accounting treatment of any specific transaction.
4
DATED as of October 28, 2010.
CITY OF GEORGETOWN, TEXAS
Mzcki Rundell
Chief Financial Officer
City of Georgetown, General Obligation Bonds, Series 2010A
The undersigned represents that, to the best of the undersigned's knowledge, information and
belief, the representations contained in schedules attached hereto as Exhibit "D" to this Federal Tax
Certificate are, as of October 28, 2010, accurate and complete.
SPECIALIZED PUBLIC FINANCE, INC.
City of Georgetown, General Obligation Bonds, Series 2010A
t • "
LAW OFFICES
M°CALL, PARKHURST & HORTON L.L.P
600 CONGRESS AVENUE 717 NORTH HARWOOD
SUITE 1800 SUITE 900
AUSTIN, TEXAS 78701-3248 DALLAS, TEXAS 75201-6587
TELEPHONE: 512 478-3805 TELEPHONE: 214 754-9200
FACSIMILE: 512 472-0871 FACSIMILE: 214 754-9250
January 1, 2006
700 N. ST. MARY'S STREET
SUITE 1525
SAN ANTONIO, TEXAS 78205-3503
TELEPHONE: 210225-2800
FACSIMILE: 210 225-2984
The arbitrage rebate requirements set forth in section 148(f) of the Internal Revenue
Code of 1986 (the "Code") generally provide that in order for interest on any issue of
bonds' to be excluded from gross income (i.e., tax-exempt) the issuer must rebate to the
United States the sum of, (1) the excess of the amount earned on all "nonpurpose
investments" acquired with "gross proceeds" of the issue over the amount which would
have been earned if such investments had been invested at a yield equal to the yield on
the issue, and (2) the earnings on such excess earnings.
On June 18,1993, the U.S. Treasury Department promulgated regulations relating
to the computation of arbitrage rebate and the rebate exceptions. These regulations, which
replace the previously -published regulations promulgated on May 15,1989, and on May
181 1992, are effective for bonds issued after June 30, 1993. This memorandum was
prepared by McCall, Parkhurst & Horton L. L. P. and provides a general discussion of these
arbitrage rebate regulations. This memorandum does not otherwise discuss the general
arbitrage regulations, other than as they may incidentally relate to rebate. This
memorandum also does not attempt to provide an exhaustive discussion of the arbitrage
rebate regulations and should not be considered advice with respect to the arbitrage
rebate requirements as applied to any individual or governmental unit or any specific
transaction. Any tax advice contained in this memorandum is of a general nature and is
not intended to be used, and should not be used, by any person to avoid penalties under
the Code.
McCall, Parkhurst & Horton L.L.P. remains available to provide legal advice to
issuers with respect to the provisions of these tax regulations but recommends that issuers
I In this memorandum the word "bond" is defined to include any bond, note,
certificate, financing lease or other obligation of an issuer.
Copvriciht 2006 bv Harold T. Flanaaan,• • k •, •i
seek competent financial and accounting assistance in calculating the amount of such
issuer's rebate liability under section 148(f) of the Code and in making elections to apply
the rebate exceptions.
The regulations promulgated on June 18, 1993, generally apply to bonds delivered
after June 30, 1993, although they do permit an issuer to elect to apply the rules to bonds
issued prior to that date. The temporary regulations adopted by the U.S. Treasury
Department in 1989 and 1992 incorporated the same effective dates which generally apply
for purposes of section 148(f) of the Code. As such, the previous versions of the rebate
regulations generally applied to bonds issued between August 1986 and June 30, 1993
(or, with an election, to bonds issued prior to August 15, 1993). The statutory provisions
of section 148(f) of the Code, other than the exception for construction issues, apply to all
bonds issued after August 15, 1986, (for private activity bonds) and August 31, 1986, (for
governmental public purpose bonds). The statutory exception to rebate applicable for
construction issues generally applies if such issue is delivered after December 19, 1989.
The regulations provide numerous transitional rules for bonds sold prior to July 1,
1993. Moreover, since, under prior law, rules were previously published with respect to
industrial development bonds and mortgage revenue bonds, the transitional rules
contained in these regulations permit an issuer to elect to apply certain of these rules for
computing rebate on pre1986 bonds. The regulations provide for numerous elections
which would permit an issuer to apply the rules (other than 18 -month spending exception)
to bonds which were issued prior to July 1, 1993 and remain outstanding on June 30,
1993. Due to the complexity of the regulations, it is impossible to discuss in this
memorandum all circumstances for which specific elections are provided. If an issuer
prefers to use these final version of rebate regulations in lieu of the computational method
stated under prior law (e.g., due to prior redemption) or the regulations, please contact
McCall, Parkhurst & Horton L.L.P. for advice as to the availability of such options.
The regulations employ an actuarial method for computing the rebate amount based
on the future value of the investment receipts (i.e., earnings) and payments. The rebate
method employs a two-step computation to determine the amount of the rebate payment.
First, the issuer determines the bond yield. Second, the issuer determines the arbitrage
rebate amount. The regulations require that the computations be made at the end of each
five-year period and upon final maturity of the issue (the "computation dates"). THE FINAL
MATURITY DATE WILL ACCELERATE IN CIRCUMSTANCES IN WHICH THE BONDS
ARE OPTIONALLY REDEEMED PRIOR TO MATURITY. AS SUCH, IF BONDS ARE
REFUNDED OR OTHERWISE REDEEMED, THE REBATE MAYBE DUE EARLIER THAN
e jj�?!1111111111110!111111 1111 1111111111114311• • '.s-
INITIALLY PROJECTED. In orderto accommodate accurate record-keeping and to assure
that sufficient amounts will be available for the payment of arbitrage rebate liability,
however, we recommend that the computations be performed at least annually. Please
refer to other materials provided by McCall, Parkhurst &Horton L.L.P. relating to federal
tax rules regarding record retention.
Under the future value method, the amount of rebate is determined by compounding
the aggregate earnings on all the investments from the date of receipt by the issuer to the
computation date. Similarly, a payment for an investment is future valued from the date
that the payment is made to the computation date. The receipts and payments are future
valued at a discount rate equal to the yield on the bonds. The rebatable arbitrage, as of
any computation date, is equal to the excess of the (1) future value of all receipts from
investments (i.e., earnings), over (2) the future value of all payments.
The following example is provided in the regulations to illustrate how arbitrage
rebate is computed under the future value method for a fixed -yield bond:
"On January 1, 1994, City A issues a fixed yield issue and invests all the
sale proceeds of the issue ($49 million). There are no other gross proceeds.
The issue has a yield of 7.0000 percent per year compounded semiannually
(computed on a 30 day month/360 day year basis). City 8. receives amounts
from the investment and immediately expends them for the governmental
purpose of the issue as follows:
Date Amount
2/1/1994 $ 31 000, 000
4/1/1994 570001000
6/1/1994 14, 000, 000
9/1/1994 2070001000
711/1995 10, 000, 000
City A selects a bond year ending on January 1, and thus the first required
computation date is January 1, 1999. The rebate amount as of this date is
computed by determining the future value of the receipts and the payments
for the investment. The compounding interval is each 6 -month (or shorter)
period and the 30 day month/360 day year basis is used because these
conventions were used to compute yield on the issue. The future value of
these amounts, plus the computation credit, as of January 1, 1999, is:
•
Date Receipts (Payments) FY (7.0000 percent)
01/1/1994 ($49,0007000) ($6911191339)
02/1/1994 310001000 412077602
04/1/1994 5, 000, 000 619321715
0611/1994 14, 000, 000 19,190, 277
09/1/1994 20, 000, 000 26, 947,162
01/1/1995 (17000) (11317)
07/1/1995 10, 000, 000 12, 722, 793
01/1/1996 (11000) (1 1229)
Rebate amount (01 /01 /1999) 878 664"'
•• •P • • • -I• • • •'
In general, the term "yield," with respect to a bond, means the discount rate that when
used in computing the present value of all unconditionally due payments of principal and
interest and all of the payments for a qualified guarantee produces an amount equal to the
issue price of the bond. The term "issue price" has the same meaning as provided in
sections 1273 and 1274 of the Code. That is, if bonds are publicly offered (i.e., sold by the
issuer to a bond house, broker or similar person acting in the capacity of underwriter or
wholesaler), the issue price of each bond is determined on the basis of the initial offering
price to the public (not to the aforementioned intermediaries) at which price a substantial
amount of such bond was sold to the public (not to the aforementioned intermediaries).
The "issue price" is separately determined for each bond (i.e., maturity) comprising an
issue.
The regulations also provide varying periods for computing yield on the bonds
depending on the method by which the interest payment is determined. Thus, for example,
yield on an issue of bonds sold with variable interest rates (i.e., interest rates which are
reset periodically based on changes in market) is computed separately for each annual
period ending on the first anniversary of the delivery date that the issue is outstanding. In
effect, yield on a variable yield issue is determined on each computation date by "looking
back" at the interest payments for such period. The regulations, however, permit an issuer
of a variable -yield issue to elect to compute the yield for annual periods ending on any
date in order to permit a matching of such yield to the expenditure of the proceeds. Any
such election must be made in writing, is irrevocable, and must be made no later than the
earlier of (1) the fifth anniversary date, or (2) the final maturity date.
Yield on a fixed interest rate issue (i.e., an issue of bonds the interest rate on which
is determined as of the date of the issue) is computed over the entire term of the issue.
Parkhurst & HortonL.L.P. Page
Issuers of fixed -yield issues generally use the yield computed as of the date of issue for
all rebate computations. Such yield on fixed -yield issues generally is recomputed only if
(1) the issue is sold at a substantial premium, may be retired within five years of the date
of delivery, and such date is earlier than its scheduled maturity date, or (2) the issue is a
stepped -coupon bond. In such cases, the regulations require the issuer to recompute the
yield on such issues by taking into account the early retirement value of the bonds.
Similarly, recomputation may occur in circumstances in which the issuer or bondholder
modify or waive certain terms of, or rights with respect to, the issue or in sophisticated
hedging transactions. iN SUCH CIRCUMSTANCES ISSUERS ARE ADVISED TO
CONSULT McCALL4 PARKHURST & HORTON LLP. TO ADDRESS THE FEDERAL
INCOME TAX CONSEQUENCES OF THESE TRANSACTIONS.
For purposes of determining the principal or redemption payments on a bond,
different rules are used for fixed-rate and variable-rate bonds. The payment is computed
separately on each maturity of bonds rather than on the issue as a whole. In certain
circumstances, the yield on the bond is determined by assuming that principal on the bond
is paid as scheduled and that the bond is retired on the final maturity date for the stated
retirement price. For bonds subject to early redemption or stepped -coupon bonds,
described above, or for bonds subject to mandatory early redemption, the yield is
computed assuming the bonds are paid on the early redemption date for an amount equal
to their value.
Premiums paid to guarantee the payment of debt service on bonds are taken into
account in computing the yield on the bond. Payments for guarantees are taken into
account by treating such premiums as the payment of interest on the bonds. This
treatment, in effect, raises the yield on the bond, thereby permitting the issuer to recover
such fee with excess earnings.
The guarantee must be an unconditional obligation of the guarantor enforceable by
the bondholder for the payment of principal or interest on the bond or the tender price of
a tender bond. The guarantee may be in the form of an insurance policy, surety bond,
irrevocable letter or line of credit, or standby purchase agreement. Importantly, the
guarantor must be legally entitled to full reimbursement for any payment made on the
guarantee either immediately or upon commercially reasonable repayment terms. The
guarantor may not be a co -obligor of the bonds or a user of more than 10 percent of the
proceeds of the bonds.
Payments for the guarantee may not exceed a reasonable charge for the transfer
of credit risk. This reasonable charge requirement is not satisfied unless it is reasonably
expected that the guarantee will result in a net present value savings on the bond (Le., the
premium does not exceed the present value of the interest savings resulting by virtue of
the guarantee). If the guarantee is entered into after June 14, 1989, then any fees charged
Parkhurst & HortonPage 5
for the nonguarantee services must be separately stated or the guarantee fee is not
recoverable.
The regulations also treat certain "hedging" transactions in a manner similar to
qualified guarantees. "Hedges" are contracts, e.g., interest rate swaps, futures contracts
or options, which are intended to reduce the risk of interest rate fluctuations. Hedges and
other financial derivatives are sophisticated and ever -evolving financial products with
which a memorandum, such as this, can not readily deal. IN SUCH CIRCUMSTANCES
ISSUERS ARE ADVISED TO CONSULT McCALL, PARKHURST & HORTON LLP. TO
ADDRESS THE FEDERAL INCOME TAX CONSEQUENCES OF THESE
TRANSACTIONS.
The arbitrage rebate provisions apply only to the receipts from the investment of
"gross proceeds" in "nonpurpose investments." Forthis purpose, nonpurpose investments
are stock, bonds or other obligations acquired with the gross proceeds of the bonds for the
period prior to the expenditure of the gross proceeds for the ultimate purpose. For
example, investments deposited to construction funds, reserve funds (including surplus
taxes or revenues deposited to sinking funds) or other similar funds are nonpurpose
investments. Such investments include only those which are acquired with "gross
proceeds." For this purpose, the term "gross proceeds" includes original proceeds
received from the sale of the bonds, investment earnings from the investment of such
original proceeds, amounts pledged to the payment of debt service on the bonds or
amounts actually used to pay debt service on the bonds. The regulations do not provide
a sufficient amount of guidance to include an exhaustive list of "gross proceeds" for this
purpose; however, it can be assumed that "gross proceeds" represent all amounts
received from the sale of bonds, amounts earned as a result of such sale or amounts
(including taxes and revenues) which are used to pay, or secure the payment of, debt
service for the bonds. The total amount of "gross proceeds" allocated to a bond generally
can not exceed the outstanding principal amount of the bonds.
The regulations provide that an investment is allocated to an issue for the period
(1) that begins on the date gross proceeds are used to acquire the investment, and (2) that
ends on the date such investment ceases to be allocated to the issue. In general,
proceeds are allocated to a bond issue until expended for the ultimate purpose for which
the bond was issued orforwhich such proceeds are received (e.g., construction of a bond -
financed facility or payment of debt service on the bonds). Deposit of gross proceeds to
the general fund of the issuer (or other fund in which they are commingled with revenues
or taxes) does not eliminate or ameliorate the Issuer's obligation to compute rebate in most
cases. As such, proceeds commingled with the general revenues of the issuer are not
"freed -up" from the rebate obligation. An exception to this commingling limitation for bonds,
McCall, Parkhurst & Horton".•• ..
other than private activity bonds, permits "investment earnings" (but not sale proceeds or
other types of gross proceeds) to be considered spent when deposited to a commingled
fund if those amounts are reasonably expected to be spent within six months. Other than
for these amounts, issuers may consider segregating investments in order to more easily
compute the amount of such arbitrage earnings by not having to allocate investments.
Special rules are provided for purposes of advance refundings. These rules are too
complex to discuss in this memorandum. Essentially, the rules relating to refundings,
however, do not require that amounts deposited to the escrow fund to defease the prior
obligations of the issuer be subject to arbitrage rebate to the extent that the investments
deposited to the escrow fund do not have a yield in excess of the yield on the bonds. Any
loss resulting from the investment of proceeds in an escrow fund below the yield on the
bonds, however, may be recovered by combining those investments with investments
deposited to other funds, e.g., reserve or construction funds.
The arbitrage regulations also provide an exception to the arbitrage limitations for
the investment of bond proceeds in tax-exempt obligations. As such, investment of
proceeds in tax exempt bonds eliminates the Issuer's rebate obligation. A caveat; this
exception does not apply to gross proceeds derived allocable to a bond, which is not
subject to the alternative minimum tax under section 57(x)(5) of the Code, if invested in
tax-exempt bonds subject to the alternative minimum tax, i.e., " private activity bonds."
Such "AMT -subject" investment is treated as a taxable investment and must comply with
the arbitrage rules, including rebate. Earnings from these tax-exempt investments are
subject to arbitrage restrictions, including rebate.
Similarly, the investment of gross proceeds in certain tax-exempt mutual funds are
treated as a direct investment in the tax-exempt obligations deposited in such fund. While
issuers may invest in such funds for purposes of avoiding arbitrage rebate, they should be
aware that if "private activity bonds" are included in the fund then a portion of the earnings
will be subject to arbitrage rebate. Issuers should be prudent in assuring that the funds do
not contain private activity bonds.
The arbitrage regulations provide a number of instances in which earnings will be
imputed to nonpurpose investments. Receipts generallywill be imputed to investments that
do not bear interest at an arm's-length (Le., market) interest rate. As such, the regulations
adopt a "market price" rule. In effect, this rule prohibits an issuer from investing bond
proceeds in investments at a price which is higher than the market price of comparable
obligations, in order to reduce the yield. Special rules are included for determining the
market price for investment contracts, certificates of deposit and certain U.S. Treasury
obligations. For example, to establish the fair market value of investment contracts a
bidding process between three qualified bidders must be used. The fair market value of
certificates of deposit which bear a fixed interest rate and are subject to an early
McCall, Parkhurst & Horton Page 7
withdrawal penalty is its purchase price if that price is not less than the yield on
comparable U.S. Treasury obligations and is the highest yield available from the
institution. In any event, a basic "common sense" rule -of -thumb that can be used to
determine whether a fair market value has been paid is to ask whether the general funds
of the issuer would be invested at the same yield or at a higher yield. An exception to this
market price rule is available for United States Treasury Obligations - State or Local
Government Series in which case the purchase price is always the market price.
The regulations provide rules for purposes of determining whether gross proceeds
are used for working capital and, if so, at what times those proceeds are considered spent.
In general, working capital financings are subject to many of the same rules that have
existed since the mid-1970s. For example, the regulations generally continue the 13 -month
temporary period. By adopting a "proceeds -spent -last" rule, the regulations also generally
require that an issuer actually incur a deficit (i.e., expenditures must exceed receipts) for
the computation period (which generally corresponds to the issuer's fiscal year). Also, the
regulations continue to permit an operating reserve, but unlike prior regulations the amount
of such reserve may not exceed five percent of the issuer's actual working capital
expenditures for the prior fiscal year. Another change made by the regulations is that the
issuer may not finance the operating reserve with proceeds of a tax-exempt obligation.
Importantly, the regulations contain rules for determining whether proceeds used
to reimburse an issuer for costs paid prior to the date of issue of the obligation, in fact, are
considered spent at the time of reimbursement. These rules apply to an issuer who uses
general revenues for the payment of all or a portion of the costs of a project then uses the
proceeds of the bonds to reimburse those general revenues. Failure to comply with these
rules would result in the proceeds continuing to be subject to federal income tax
restrictions, including rebate.
To qualify for reimbursement, a cost must be described in an expression (e.g.,
resolution, legislative authorization) evidencing the issuer's intent to reimburse which is
made no later than 60 days after the payment of the cost. Reimbursement must occur no
later than 18 months after the later of (1) the date the cost is paid or (2) the date the
project is placed in service. Except for projects requiring an extended construction period
or small issuers, in no event can a cost be reimbursed more than three years after the cost
is paid.
Reimbursement generally is not permitted for working capital; only capital costs,
grants and loans may be reimbursed. Moreover, certain anti -abuse rules apply to prevent
issuers from avoiding the limitations on refundings. IN CASES INVOLVING WORKING
CAPITAL OR REIMBURSEMENT, ISSUERS ARE ADVISED TO CONTACT McCALL,
Parkhurst & HortonPage 8
•.• i. i a
•, i
IN
i i • + + i
I kwn MW TM
Rebate payments generally are due 60 days after each installment computation
date. The interim computation dates occur each fifth anniversary of the issue date. The
final computation date is on the latest of (1) the date 60 days after the date the issue of
bonds is no longer outstanding, (2) the date eight months after the date of issue for certain
short-term obligations (Le., obligations retired within three years), or (3) the date the issuer
no longer reasonably expects any spending exception, discussed below, to apply to the
issue. On such payment dates, other than the final payment date, an issuer is required to
pay 90 percent of the rebatable arbitrage to the United States. On the final payment date,
an issuer is required to pay 100 percent of the remaining rebate liability.
Failure to timely pay rebate does not necessarily result in the loss of tax -exemption.
Late payments, however, are subject to the payment of interest, and unless waived, a
penalty of 50 percent (or, in the case of private activity bonds, other than qualified 501
(c)(3) bonds, 100 percent) of the rebate amount which is due. IN SUCH
CIRCUMSTANCES, ISSUERS ARE ADVISED TO CONSULT McCALL, PARKHURST &
HORTON L.L.P. TO ADDRESS THE FEDERAL INCOME TAX CONSEQUENCES OF
THESE TRANSACTIONS.
Rebate payments are refundable. The issuer, however, must establish to the
satisfaction of the Commissioner of the Internal Revenue Service that the issuer paid an
amount in excess of the rebate and that the recovery of the overpayment on that date
would not result in additional rebatable arbitrage. An overpayment of less than $5,000 may
not be recovered before the final computation date.
In certain cases, an issuer of a bond the proceeds of which are to be used for
construction may elect to pay a penalty, in lieu of rebate. The penalty may be elected in
circumstances in which the issuer expects to satisfy the two-year spending exception
which is more fully described under the heading "Exceptions to Rebate." The penalty is
payable, if at all, within 60 days after the end of each six-month period. This is more often
than rebate. The election of the alternative penalty amount would subject an issuer, which
fails the two-year spend -out requirements, to the payment of a penalty equal to one and
one-half of the excess of the amount of proceeds which was required to be spent during
that period over the amount which was actually spent during the period.
Parkhurst & HortonPage 9
The penalty has characteristics which distinguish it from arbitrage rebate. First, the
penalty would be payable without regard to whether any arbitrage profit is actually earned.
Second, the penalty continues to accrue until either (1) the appropriate amount is
expended or (2) the issuer elects to terminate the penalty. To be able to terminate the
penalty, the issuer must meet specific requirements and, in some instances, must pay an
additional penalty equal to three percent of the unexpended proceeds.
The Code and regulations provide certain exceptions to the requirement that the
excess investment earnings be rebated to the United States.
a. Small Issuers. The first exception provides that if an issuer (together with all
subordinate issuers) during a calendar year does not issue tax-exempt bonds2 in an
aggregate face amount exceeding $5 million, then the obligations are not subject to rebate.
Only issuers with general taxing powers may take advantage of this exception. Subordinate
issuers are those issuers which derive their authority to issue bonds from the same issuer,
e.g., a city and a health facilities development corporation, or which are controlled by the
same issuer, e.g., a state and the board of a public university. In the case of bonds issued
for public school capital expenditures, the $5 million cap may be increased to as much as
$15 million. For purposes of measuring whether bonds in the calendar year exceed these
dollar limits, current refunding bonds can be disregarded if they meet certain structural
requirements. Please contact McCall, Parkhurst & Horton L.L.P. for further information.
b. Spending Exceptions.
Six -Month Exception. The second exception to the rebate requirement is available
to all tax-exempt bonds, all of the gross proceeds of which are expended during six
months. The six month rule is available to bonds issued after the effective date of the Tax
Reform Act of 1986. See the discussion of effective dates on page two. For this purpose,
proceeds used for the redemption of bonds (other than proceeds of a refunding bond
deposited to an escrow fund to discharge refunded bonds) can not be taken into account
as expended. As such, bonds with excess gross proceeds generally can not satisfy the
second exception unless the amount does not exceed the lesser of five percent or
$100,000 and such de minimis amount must be expended within one year.
Certain gross proceeds are not subject to the spend -out requirement, including
amounts deposited to a bona fide debt service fund, to a reserve fund and amounts which
2For this purpose, "private activity bonds" neither are afforded the benefit of this
exception nor are taken into account for purposes of determining the amount of bonds
issued.
Parkhurst & Horton.•• 10
become gross proceeds received from purpose investments. These amounts themselves,
however, may be subject to rebate even though the originally expended proceeds were
not. The Code provides a special rule for tax and revenue anticipation notes (Le.,
obligations issued to pay operating expenses in anticipation of the receipt of taxes and
other revenues). Such notes are referred to as TRANs. To determine the timely
expenditure of the proceeds of a TRAN, the computation of the "cumulative cash flow
deficit" is important. If the "cumulative cash flow deficit" (Le., the point at which the
operating expenditures of the issuer on a cumulative basis exceed the revenues of the
issuer during the fiscal year) occurs within the first six months of the date of issue and
must be equal to at least 90 percent of the proceeds of the TRAN, then the notes are
deemed to satisfy the exception. This special rule requires, however, that the deficit
actually occur, not that the issuer merely have an expectation that the deficit will occur. In
lieu of the statutory exception for TRANs, the regulations also provide a second exception.
Under this exception, 100 percent of the proceeds must be spent within six months, but
before note proceeds can be considered spent, all other available amounts of the issuer
must be spent first ("proceeds -spent -last" rule). In determining whether all available
amounts are spent, a reasonable working capital reserve equal to five percent of the prior
year's expenditures may be set aside and treated as unavailable.
18 -Month Exception. The regulations also establish a non -statutory exception to
arbitrage rebate if all of the gross proceeds (including investment earnings) are expended
within 18 months after the date of issue. Under this exception, 15 percent of the gross
proceeds must be expended within a six-month spending period, 60 percent within a 12 -
month spending period and 100 percent within an 18 -month spending period. The rule
permits an issuer to rely on its reasonable expectations for computing investment earnings
which are included as gross proceeds during the first and second spending period. A
reasonable retainage not to exceed five percent of the sale proceeds of the issue is not
required to be spent within the 18 -month period but must be expended within 30 months.
Rules similar to the six-month exception relate to the definition of gross proceeds.
Two YearException. Bonds issued after December 19, 1989 (i.e., the effective date
of the Omnibus Reconciliation Act of 1989), at least 75 percent of the net proceeds of
which are to be used for construction, may be exempted from rebate if the gross proceeds
are spent within two years. Bonds more than 25 percent of the proceeds of which are used
for acquisition or working capital may not take advantage of this exception. The exception
applies only to governmental bonds, qualified 501 (c)(3) bonds and private activity bonds
for governmentally owned airports and docks and wharves. The two-year exception
requires that at least 10 percent of the available construction proceeds must be expended
within six months after the date of issue, 45 percent within 12 months, 75 percent within
18 months and 100 percent within 24 months. The term "available construction proceeds"
generally means sale proceeds of the bonds together with investment earnings less
amounts deposited to a qualified reserve fund or used to pay costs of issuance. Under this
McCall, Parkhurst & Horton.s* 11
rule, a reasonable retainage not to exceed five percent need not be spent within 24
months but must be spent within 36 months.
The two-year rule also provides for numerous elections which must be made not later than
the date of issuance of the bonds. Once made, the elections are irrevocable. Certain
elections permit an issuer to bifurcate bond issues, thereby treating only a portion of the
issue as a qualified construction bond; and, permit an issuer to disregard earnings from
reserve funds for purposes of determining "available construction proceeds." Another
election permits an issuer to pay the alternative penalty amount discussed above in lieu
of rebate if the issuer ultimately fails to satisfy the two-year rule. Issuers should discuss
these elections with their financial advisors prior to issuance of the bonds. Of course,
McCall, Parkhurst & Horton L.L.P. remains available to assist you by providing legal
interpretations thereof.
Debt Service Funds. Additionally, an exception to the rebate requirement, whether or not
any of the previously discussed exceptions are available, applies for earnings on "bona
fide debt service funds." A "bona fide debt service fund" is one in which the amounts are
expended within 13 months of the accumulation of such amounts by the issuer. In general,
most interest and sinking funds (other than any excess taxes or revenues accumulated
therein) satisfy these requirements. For private activity bonds, short term bonds (i.e., have
a term of less than five years) or variable rate bonds, the exclusion is available only if the
gross earnings in such fund does not exceed $100,000, for the bond year. For other bonds
issued after November 11, 1988, no limitation is applied to the gross earnings on such
funds for purposes of this exception. Therefore, subject to the foregoing discussion, the
issuer is not required to take such amounts into account for purposes of the computation.
FOR BONDS ISSUED AFTER THE EFFECTIVE DATE OF THE TAX REFORM ACT OF
1986 WHICH WERE OUTSTANDING AS OF NOVEMBER 11,1988, OTHER THAN
PRIVATE ACTIVITY BONDS, SHORT TERM BONDS OR VARIABLE RATE BONDS, A
ONE-TIME ELECTION MAY BE MADE TO EXCLUDE EARNINGS ON "BONA FIDE DEBT
SERVICE FUNDS" WITHOUT REGARD TO THE $100,000, LIMITATION. THE ELECTION
MUST BE MADE IN WRITING (AND MAINTAINED AS PART OF THE ISSUER'S BOOKS
AND RECORDS) NO LATER THAN THE LATER OF MARCH 21, 1990, OR THE FIRST
DATE A REBATE PAYMENT IS REQUIRED.
F616TIM V M •,
McCall, Parkhurst & Horton L.L.P. hopes that this memorandum will prove to be
useful as a general guide to the arbitrage rebate requirements.
Again, this memorandum is not intended as an exhaustive discussion nor as specific
advice with respect to any specific transaction. We advise our clients to seek competent
McCall, Parkhurst :< Horton.•- a
financial and accounting assistance. Of course, we remain available to provide legal
advice regarding all federal income tax matters, including arbitrage rebate. If you have any
questions, please feel free to contact either Harold T. Flanagan or Stefano Taverno at
(214) 754-9200.
McCall, Parkhurst & Horton g_ 13
600 CONGRESS AVENUE
SUITE 1800
AUSTIN, TEXAS 78701-3248
TELEPHONE: (512) 478-3805
FACSIMILE: (512) 472-0871
Ms. Micki Rundell
Chief Financial Officer
City of Georgetown, Texas
113 East 8th Street
Georgetown, Texas 78627
Exhibit "B"
LAW OFFICES
. O.
717 NORTH HARWOOD
SUITE 900
DALLAS, TEXAS 75201-6587
TELEPHONE: (214) 754-9200
FACSIMILE: (214) 754-9250
October 20, 2010
Re: City of Georgetown, Texas
General Obligation Bonds, Series 2010A
Dear Ms. Rundell:
700 N. ST. MARY'S STREET
SUITE 1525
SAN ANTONIO, TEXAS 78205-3503
TELEPHONE: (210) 225-2800
FACSIMILE: (210) 225-2984
As you know, the City of Georgetown, Texas (the "Issuer") will issue the captioned bonds in
order to provide for the acquisition and construction of the project. As a result of that issuance, the
federal income tax laws impose certain restrictions on the investment and expenditure of amounts to be
used for the project or to be deposited to the interest and sinking fund and the reserve fund for the
captioned bonds. The purpose of this letter is to set forth in somewhat less technical language, those
provisions of the tax law which require the timely use of bond proceeds and that investment of these
amounts be at a yield which is not higher than the yield on the captioned bonds. For this purpose, please
refer to line 21(e) of the Form 8038-G included in the transcript of proceedings for the yield on the
captioned bonds. Please note that the Form 8038-G has been prepared based on the information provided
by or on your behalf by your financial advisor. Accordingly, while we believe that the information is
correct you may wish to have the yield confirmed before your rebate consultant or the paying agent
attempt to rely on it.
Generally, the federal tax laws provide that, unless excepted, amounts to be used for the project
or to be deposited to the interest and sinking fund and the reserve fund must be invested in bonds the
combined yield on which does not exceed the yield on the bonds. Importantly, for purposes of
administrative convenience, the bonds, however, have been structured in such a way as to avoid, for the
most part, this restriction on investment yield. They also contain certain covenants relating to
expenditures of proceeds designed to alert you to unintentional failures to comply with the laws affecting
expenditures of proceeds and dispositions of property.
First, the sale and investment proceeds to be used for the project may be invested for up to three
years without regard to yield. (Such amounts, however, may be subject to rebate.) Thereafter, they must
be invested at or below the bond yield. Importantly, expenditure of these proceeds must be accounted in
your books and records. Allocations of these expenditures must occur within 18 months of the later of the
date paid or the date the project is completed. The foregoing notwithstanding, the allocation should not
occur later than 60 days after the earlier of (1) of five years after the delivery date of the bonds or (2) the
date the bonds are retired unless you obtain an opinion of bond counsel.
Second, the interest and sinking fund is made up of amounts which are received annually for the
payment of current debt service on all the Issuer's outstanding bonds. Any taxes or revenues deposited to
the interest and sinking fund which are to be used for the payment of current debt service on the captioned
bonds, or any other outstanding bonds, are not subject to yield restriction. By definition, current debt
service refers only to debt service to be paid within one year of the date of receipt of these amounts. For
the most part, this would be debt service in the current fiscal year. These amounts deposited to the
account for current debt service may be invested without regard to any constraint imposed by the federal
income tax laws.
Third, a portion of the interest and sinking fund is permitted to be invested without regard to yield
restriction as a "minor portion." The "minor portion" exception is available for de minimis amounts of
taxes or revenues deposited to the interest and sinking fund. The maximum amount that may be invested
as part of this account may not exceed the lesser of five percent of the principal amount of the bonds or
$100,000.
Accordingly, you should review the current balance in the interest and sinking fund and the
reserve fund in order to determine if such balances exceed the aggregate amounts discussed above.
Additionally, in the future it is important that you be aware of these restrictions as additional amounts are
deposited to the fund. The amounts in these funds which are subject to yield restriction would only be the
amounts which are in excess of, in the case of the interest and sinking fund, the sum of (1) the current
debt service account and (2) the "minor portion" account. Moreover, to the extent that additional bonds
are issued by the Issuer, whether for new money projects or for refunding, these amounts will change in
their proportion.
The Ordinance contains covenants that require the Issuer to comply with the requirements of the
federal tax laws relating to the tax-exempt bonds. The Internal Revenue Service (the "Service") has
determined that certain materials, records and information should be retained by the issuers of tax-exempt
bonds for the purpose of enabling the Service to confirm the exclusion of the interest on such bonds under
the Internal Revenue Code. Accordingly, the Issuer should retain such materials, records and
information for the periods beginning on the respective issue date of the outstanding bonds, or, in
the case of a sequence of refunding bonds, the issue date of the bonds originally financing the
refinanced projects and ending three years after the date the captioned bonds are retired. Please
note this federal tax law standard may vary from state law standards. The material, records and
information required to be retained will generally be contained in the transcript of proceedings for the
captioned bonds, however, the Issuer should collect and retain additional materials, records and
information to ensure the continued compliance with federal tax law requirements. For example, beyond
the transcript of proceedings for the bonds, the Issuer should keep schedules evidencing the expenditure
of bond proceeds, documents relating to the use of bond -financed property by governmental and any
private parties (e.g., leases and management contracts, if any) and schedules pertaining to the investment
of bond proceeds. In the event that you have questions relating to record retention, please contact us.
Finally, you should notice that the Ordinance contains a covenant that limits the ability of the
Issuer to sell or otherwise dispose of bond -financed property for compensation. Beginning for bonds
issued after May 15, 1997 (including certain refunding bonds), or in cases in which an issuer elects to
apply new private activity bond regulations, such sale or disposition causes the creation of a class of
proceeds referred to as "disposition proceeds." Disposition proceeds, like sale proceeds and investment
earnings, are tax -restricted funds. Failure to appropriately account, invest or expend such disposition
proceeds would adversely affect the tax-exempt status of the bonds. In the event that you anticipate
selling property, even in the ordinary course, please contact us.
Obviously, this letter only presents a fundamental discussion of the yield restriction rules as
applied to amounts deposited to the funds. Moreover, this letter does not address the rebate consequences
with respect to the interest and sinking fund and the reserve fund. You should review the memorandum
attached to the Federal Tax Certificate as Exhibit "A" for this purpose. If you have certain concerns with
respect to the matters discussed in this letter or wish to ask additional questions with regards to certain
limitations imposed, please feel free to contact our firm. Thank you for your consideration and we look
forward to our continued relationship.
Very truly yours,
McCALL, PARKHURST & HORTON L.L.P.
cc: Ms. Carol D. Polumbo
Ms. Jana Hansen Edwards
Exhibit "C"
CERTIFICATE OF ELECTION PURSUANT TO SECTION 148(f)(4)(C)
OF THE INTERNAL REVENUE CODE OF 1986
I, the undersigned, being the duly authorized representative of the City of Georgetown, Texas (the
"Issuer") hereby state that the Issuer elects the provisions of section 148(f)(4)(C) of the Internal Revenue Code
of 1986 (the "Code"), relating to the exception to arbitrage rebate for temporary investments, as more
specifically designated below, with respect to the Issuer's General Obligation Bonds, Series 2010A (the
"Bonds") which are being issued on the date of delivery of the Bonds in a face amount equal to $11,930,000.
The CUSIP Number for the Bonds is stated on the Form 8038-G filed in connection with the Bonds. The
Issuer intends to take action to comply with the two-year temporary investments exception to rebate afforded
construction certificates under section 148(f)(4)(C) of the Code. Capitalized terms have the same meaning as
defined in the Federal Tax Certificate.
M 1. PENALTY ELECTION. In the event that the Issuer should fail to expend the
"available construction proceeds" of the Bonds in accordance with the provisions of section
148(f)(4)(C) of the Code, the Issuer elects, in lieu of rebate, the penalty provisions of section
148(f)(4)(C)(vii)(I) of the Code.
M 2. RESERVE FUND ELECTION. The Issuer elects to exclude from "available
construction proceeds," within the meaning of section 148(f)(4)(C)(vi) of the Code, of the
Bonds, earnings on the Reserve Fund in accordance with section 148(f)(4)(C)(vi)(IV) of the
Code.
® 3. MULTIPURPOSE ELECTION. The Issuer elects to treat that portion of the
Bonds the proceeds of which are to be used for the payment of expenditures for construction,
reconstruction or rehabilitation of the Projects, as defined in the instrument authorizing the
issuance of the Bonds, in an amount which is currently expected to be equal to $ _
as a separate issue in accordance with the provisions of section 148(f)(4)(C)(v)(I1) of the
Code. (Note: This election is not necessary unless less than 75 percent of the proceeds of
the Bonds will be used for construction, reconstruction or renovation.)
M4. ACTUAL FACTS. For purposes of determining compliance with section
148(f)(c) of the Code (other than qualification of the Bonds as a qualified construction issue),
the Iss r elects to use actual facts rather than reasonable expectations.
5. NO ELECTION. The Issuer understands that the elections which are adopted as
evidenced by the check in the box adjacent to the applicable provision are irrevocable.
Further, the Issuer understands that qualification of the Bonds for eligibility for the exclusion
from the rebate requirement set forth in section 148(f) of the Code is based on subsequent
events and is unaffected by the Issuer's expectations of such events as of the date of delivery
of the Bonds. Accordingly, while failure to execute this certificate and to designate the
intended election does not preclude qualification, it would preclude the Issuer from the
relief a fforded by such election.
DATED:
Chief Financial Officer
City of Georgetown, Texas
113 East 8th Street
Georgetown, Texas 78627
Employer I.D. Number: 74-6000974
Exhibit 'D"
SCHEDULES OF FINANCIAL ADVISOR
[To be attached hereto]
FINAL
City of Georgetown, Texas
$11,930,000 General Obligation Bonds, Series 2010A
Dated 10/01/2010 1 Delivered 10/28/2010
Sources Of Funds
of Bonds
Reoffering Premium
.........................................
--------------------------------
......... ---------------------------------
Accrued Interest from
----.................__----------------------..-........-----........-----------............................-_--------------
-
10/01/2010
to
10/28/2010 ..............
Total Sources
Uses Of Funds
11.930.000.00
76,722.75
25,930.78
...................
-..--------------._... --------------------------- X12,032,653.53
Total Underwriter's Discount (0.634%0) ........ ........._.... --------------............--------------------------.......---...............---------.. ........... _ ------ - -.75,653.85
Costs of Issuance 90,000.00
...--------- ----...._...........I .............. ----- ----..-.....-........................------------.......-........_...........-...........--.......................... M - MM ----
Deposit to Deb2530
t Se-rvice Fund ,9.78
---- ------- -
------- --- _... --- - - ---------- ---.._..... - .. ----__
-------------------..........------- ----- ..._.._....------ ------------ ------ ------ -------
Deposit to Project Construction Fund 11,840,000.00
_ __._. .-. ...._.. _ _-. .......-.-.... _ _.. . ___.-
Rounding Amount 1,068.90
- ................_....... - ......_.............__..... -- . - ..................__..... .......--...............
Total Uses
10A $11.935mm FINAL (10/1 1 SINGLE PURPOSE 1 10/12/2010 1 3:26 PM
City of Georgetown, Texas
$11,930,000 General Obligation Bonds, Series 2010A
Bid Information
Par Amount of Bonds ..................._... ------------------ ...............-------------.-..................
.............................
$11,930,000.00
......--------------- ....................... ...... ....--._......................
Type of
76,722:75
Gross Production1.
$12 006,722.75
Total Underwriter's Discount ( 0.634% ....................._...-_..-.......-------......................._.....------
75,653.85
....._.._.__.....---------- ......... - )...
....................................................-..-------.�.........................
Bid (100.009%)
11,931,068.90
.......... ---------.-.................................
..-- - ..... ........ .-----.._.-.....---------..-----.............._...._.... -------------...........
- .......-------------------
Maturity
Bond
Coupon
Yield
Maturity Value
Price
Dollar Price
08/15/2012
Serial
Coupon
2.000%
0.750%
11500.00
_--
102.226%
--
-------------
117,559.90
08/15/2013
Serial
Coupon
2.000%
0.950%
480,000.00
102.891%
493,876.80
08/15/2014
Serial
Coupon
2.000%
1.150%
50000.00
103.148%
515,740.00
08/15/2015
Serial
Coupon
2.000%
1.400%
515,000.00
102.773%
529,280.95
08/15/2016
Serial
Coupon
2.000%
1.700%
535,000.00
101.648%
5431816.80
08/15/2017
Serial
Coupon
2.250%
2.000%
555,000.00
101.580%
5635769.00
08/15/2018
Serial
Coupon
2.250%
2.150%
575,000.00
100.712%
579,094.00
08/15/2019
Serial
Coupon
2.500%
2.350%
595,000.00
101.184%
602,044.80
08/15/2020
Serial
Coupon
2.500%
2.550%
615,000.00
99.567%
612,337.05
08/15/2021
Serial
Coupon
3.000%
2.800%
63500.00
101.547%
c
644,823.45
08/15/2022
Serial
Coupon
3.000%
2.950%
6555000.00
100.382%
c
657,502.10
08/15/2023
Serial
Coupon
3.000%
3.050%
680,000.00
99.470%
676,396.00
08/15/2024
Serial
Coupon
3.125%
3.150%
70500.00
99.719%
703,018.95
08/15/2025
Serial
Coupon
3.375%
3.250%
73000.00
100.946%
c
736,905.80
08/15/2026
Serial
Coupon
3.500%
3.350%
7555000.00
101.131%
c
763,539.05
08/15/2027
Serial
Coupon
3.500%
3.400%
780,000.00
100.751%
c
7857857.80
08/15/2028
Serial
Coupon
3.500%
3.500%
810,000.00
100.000%
810,000.00
08/15/2029
Serial
Coupon
3.500%
3.550%
8355000.00
99.314%
829,271.90
08/15/2030
Serial
Coupon
3.500%
3.650%
8607000.00
97.894%
8415888.40
Total
-
-
-
$11,9305000.00
-
$12,0061722.75
Bid Information
Par Amount of Bonds ..................._... ------------------ ...............-------------.-..................
.............................
$11,930,000.00
......--------------- ....................... ...... ....--._......................
..........
Reoffering Premium or (Discount?
76,722:75
Gross Production1.
$12 006,722.75
Total Underwriter's Discount ( 0.634% ....................._...-_..-.......-------......................._.....------
75,653.85
....._.._.__.....---------- ......... - )...
....................................................-..-------.�.........................
Bid (100.009%)
11,931,068.90
.......... ---------.-.................................
..-- - ..... ........ .-----.._.-.....---------..-----.............._...._.... -------------...........
- .......-------------------
Accrued Interest from 10/01/2010 to 10/28/2010
Total Purchase Price
Bond Year Dollars
----------------- ..................
Average Life
Average Coupon
Net Interest Cost (NIC)
- - -------I .............. -
True Interest Cost (TIC)
10A $11.935mm FINAL (10/1 1 SINGLE PURPOSE 1 10/12/2010 1 3:26 PM
25,930.78
$11,956,999.68
$144,515.86
............
.................
..................
...
. . . . . . . . . . . .
. . I ..............._.........
12.114
Years
-----------
_--------------------------------..._..------
3.1598499%
-----------------
--.._---
-----------.
_--
..............-----
--
-------------
3.1591102%
3.1040865%
F®RMA
City of Georgetown, Texas
$11,930,000 General Obligation Bonds, Series 2010A
Debt Service Schedule Part 1 of 2
Date
Principal
Coupon
Interest
Total P¢I
Fiscal Total
10/28/2010
-
02/15/2012
474,437.26
474,437.26
08/15/2012
11500.00
2.000%
1725871.88
2875871.88
-
09/30/2012
762,309.14
02/15/2013
171,721.88
..1 ......
171,721.88
_.-..
.......
......... .............
08/15/2013
4809000.00
2.000%
171,721.88
651,721.88
09/30/2013
823,443.76
02/15/2014
-
166,921.88
1665921.88
08/15/2014
500,000.00
2.000%
166,921.88
6662921.88
-
09/30/2014
...I...
-
-
833,843.76
_.
02/15/2015
__-
.I.....
__- -.....
161,921.88
161,921.88
-
08/15/2015
5152000.00
2.000%
161,921.88
676,921.88
-
09/30/2015
-
-
-
838,843.76
02/15/2016
-
156,771.88
156,771.88
-
08/15/2016
53500.00
2.000%
156,771.88
6915771.88
09/30/2016
-
848,543.76
02/15/2017
-
151,421.88
151,421.88
-
08/15/2017
555,000.00
2.250%
151,421.88
706,421.88
09/30/2017
857, 843.76
02/15/2018
145,178.13
145,178.13
-------------------........
--- ... .................
...._._......_..
---- --- - ---._..............--
08/15/2018
......-.....-.-........-------...-------------------------------------...__..._..._...._._...................--------------
575,000.00
2.250%
145,178.13
7205178.13
09/30/2018
865,356.26
02/15/2019
138,709.38
138,709.38
08/15/2019
595,000.00
2.500%
138,709.38
733,709.38
09/30/2019
-
_----_..._..-.------------
-
872,418.76
.
_.._._......._-----------------------------------------------------------_----.-..-..._............_.-..------._.-..........------------
02/15/2020
----------
131,271.88
131,271.88
08/15/2020
61500.00
2.500%
131,271.88
746,271.88
09/30/2020
-
877,543.76
02/15/2021
-
123,584.38
1235584.38
-
08/15/2021
---- --- - ------ --
635,000.00
. -----...... .............
-----------------------------------------------------
3.000%
123,584.38
............._....._._ -------------------------------------....__._......_-------------_......._._..-.-
758,584.38
09/30/2021
-
8827168.76
02/15/2022
-
114,059.38
114,059.38
-
08/15/2022
655,000.00
3.000%
114,059.38
769,059.38
-
09/30/2022
-
883,118.76
02/15/2023
-
104,234.38
104,234.38
--- - - ----...-..__
..................-..-..--------
---------------------------------------
._...._._.-_...__......-------.....-----------------------------.._._...-----------------
-------------
-------- *------- ..-.......
08/15/2023
680,000.00
3.000%
104,234.38
784,234.38
09/30/2023
-
888,468.76
02/15/2024
942034.38
941034.38
08/15/2024
705,000.00
3.125%
947034.38
799,034.38
09/30/2024
893,068.76
10A $11.935mm FINAL (10/1 I SINGLE PURPOSE 1 10/12/2010 1 3:26 PM
FINAL
City of Georgetown, Texas
$11,930,000 General Obligation Bonds, Series 2010A
Part 2 of 2
Date Principal Coupon Interest Total P+I Fiscal Total
02/15/2025
10/28/2010
----------
-
.........
.-------------------
832018.75
83,018.75
08/15/2025
730,000.00
3.375%
83,018.75
8137018.75
09/30/2025
896,037.50
02/15/2026
70,700.00
703700.00
-
08/15/2026
7555000.00
3.500%
70,700.00
825,700.00
09/30/2026
-
8963400.00
02/15/2027
57,487.50
57,487.50
08/15/2027
780,000.00
3.500%
575487.50
837,487.50
09/30/2027
-
894,975.00
02/15/2028
435837.50
43,837.50
08/15/2028
810,000.00
3.500%
43,837.50
853,837.50
09/30/2028
897,675.00
02/15/2029
-
29,662.50
297662.50
08/15/2029
835,000.00
3.500%
29,662.50
864,662.50
09/30/2029
.......
- ..._..
894,325.00
...-
02/15/2030
_ -.--......
......I..
-
_......
15,050.00
- -.
151050.00
08/15/2030
860,000.00
3.500%
15,050.00
875,050.00
09/30/2030
890,100.00
Total
$11,930,000.00
-
$49566,484.26
$1654965484.26
-
Yield Statistics
Accrued Interest from 10/01/2010 to
.._------------------------------------_.................
10/28/2010
----------
Bond Year Dollars
-..........................
.........
.-------------------
Average Life
Average Coupon
_.
Net Interest Cost (NIC)
True Interest Cost (TIC)
...................----------------------------- --....... ............. ................... ....----------------- --........ .....................
Bond Yield for Arbitrage Purposes----------- _..........____...... .-.-------------------------------------------
All Inclusive Cost (AIC)
25,930.78
...._.........--- - .... .....................................--
$144,515.86
............ ........._..-............ ------ .............. .......... --- ---
----------------------.. -- -------- ----12.114 Years
3.1598499%
3.1591102%
..................................-_.-- ................................ ......
3.1040865%
-
_.....-.....-....................................__- ------..........
3.0414072%
- ....... ....... ..------ ...... - ._.._...
3.1824675%
IRS Form 8038
Net Interest Cost 3.0828103%
......................................................... .............._...--------------------------- ....._.. - .................... ---------------- ---......................---------- -
-._....-... ----------------------
Weighted Average Maturity 12.060 Years
10A $11.935mm FINAL (10/1 1 SINGLE PURPOSE 1 10/12/2010 1 3:26 PM
1210M
City of Georgetown, Texas
$11,930,000 General Obligation Bonds, Series 2010A
1111111111
1 1 1 i 1 1 Ii1 11 J'
t
Date
Cashflow
PV Factor
Present Value
Cumulative PV
10/28/2010
1.0000000x
02/15/2012
4741437.26
0.9615999x
456,218.82
456,218.82
08/15/2012
2873871.88
0.9471958x
272,671.05
728,889.87
02/15/2013
1713721.88
0.9330076x
160,217.81
889,107.68
.. .....2013 ...................
.........------------651,721.88........._...__..__....09190318x
............ ........._....._---------
..... 3:14...................
1488,Ob0:83
02/15/2014
166,921.88
0.9052654x
151,108.61
1,639,169.43
08/15/2014
666,921.88
0.8917052x
594,697.72
2,233,867.15
02/15/2015
1615921.88
0.878348lx
142,223.78
2,376,090.94
08/15/2015
676,921.88
0.8651912x
585,666.82
21961,757.76
02/15/2016
156,771.88
0.8522312x
........
133,605.89
.....
3,095,363.66
_. ........
1..
08/15/2016
691,771.88
0.8394655x
580,718.60
3,676,082.26
02/15/2017
151,421.88
0.8268909x
125,209.38
3,801,291.63
08/15/2017
7063421.88
0.8145047x
5755383.94
4,376,675.58
02/15/2018
1455178.13
0.8023040x
1163477.00
4,493,152.58
08/15/2018 ...............
- -.720,178.13......__.._..._.............0:7902861x._.......
...
_........_56 ---
......
5,062,299.36
02/15/2019
1385709.38
0.7784482x
1071978.07
55170,277.43
08/15/2019
733,709.38
0.7667877x
5622599.30
5,7321876.74
02/15/2020
1313271.88
0.7553018x
99,149.88
5,832,026.62
08/15/2020
7463271.88
0.7439879x
555,217.26
61387,243.88
02/15/2021
123,584.38
_...... _
_.-...
0.7328435x
.........
90,568.01
6 477 811.89
08/15/2021
758,584.38
0.721866lx
547,596.34
750252408.24
02/15/2022
1147059.38
0.7110531x
81,102.27
73106,510.51
08/15/2022
769,059.38
0.7004020x
538,650.76
77645,161.27
02/15/2023
104,234.38
0.6899105x
715912.40
737171073.67
08/15/2023
250,020
.70-
--- ... -----------------------------
02/15/2024
--784,234.38........-----------------.0,6795762x........._.._..._...
943034.38
0.6693967x
........532,947.03....................
62,946.30
-----------8,
83312,967.00
08/15/2024
7991034.38
0.6593696x
5265858.99
8,8393825.99
02/15/2025
83,018.75
0.6494928x
53,920.08
8,8935746.07
08/15/2025
813,018.75
0.6397638x
520,140.00
924133886.06
02/15/2026
...........................
0.6301807x_._.........
. . ....44,553.77............------------------
9,458,439.84------------------
-
. _........._._........_...------70,700.00
0815/2026
825,700.00
0.6207410x
512,545.87
9,970,985.71
02/15/2027
573487.50
0.6114428x
355150.32
10,006,136.02
08/15/2027
837,487.50
0.6022838x
5047405.19
10,5103541.22
02/15/2028
43,837.50
0.593262lx
26,007.13
105536,548.34
08/15/2028853,837.50
0.5843755x
498,961.69
_- __11,035,510.03
02/15/2029
29,662.50
0.5756220x
17,074.39
11,052,584.42
08/15/2029
8642662.50
0.5669996x
490,263.28
11,542,847.69
02/15/2030
15,050.00
0.5585064x
8,405.52
11,551,253.22
08/15/2030
875,050.00
0.5501404x
4811400.31
12,032,653.53
Total $16,4961484.26 $12,032,653.53
Derivation Of Target Amount
Par Amount of Bonds 5115930,000.00
Reoffering Premium or Discount _. _....... 76 722.75
........ ....._... -....... ..) . .._. ......... _..._. .. ......... .._... .....
Accrued Interest from 10/01/2010 to 10/28/2010 25,930.78
Original Issue Proceeds 512,032,653.53
10A $11.935mm FINAL (10/1 1 SINGLE PURPOSE 1 10/1212010 1 3:26 PM
City of Georgetown, 'texas
$11,930,000 General Obligation Bonds, Series 2010A
Maturity
Issuance
Value
Price
Issuance Price
Exponent
Bond Years
10/28/2010
-
-
35152,626.84
08/15/2017
555,000.00
08/15/2012
1151000.00
102.226%
117,559.90
1.7972222x
211,281.26
08/15/2013
480,000.00
102.891%
493,876.80
2.7972222x
579,094.00
1,3811483.16
7.7972222x
08/15/2014
50000.00
103.148%
515,740.00
3.7972222x
11958,379.39
08/15/2015
515.000.00
102.773%
529,280.95
4.7972222x
2,539,078.34
61500.00
08/15/2016
5352000.00
101.648%
543,816.80
5.7972222x
35152,626.84
08/15/2017
555,000.00
101.580%
563,769.00
6.7972222x
318322063.18
08/15/2018
5755000.00
100.712%
579,094.00
7.7972222x
41515,324.61
08/15/2019
595,000.00
101.184%
602,044.80
8.7972222x
5,296,321.89
08/15/2020
61500.00
99.567%
612,337.05
9.7972222x
5,999,202.15
08/15/2021
635,000.00
101.547%
644,823.45
10.7972222x
6,962,302.08
08/15/2022
655,000.00
100.382%
657,502.10
11.7972222x
7,7565698.39
08/15/2023
6807000.00
99.470%
676,396.00
12.7972222x
81655,989.92
08/15/2024
705,000.00
99.719%
703,018.95
13.7972222x
9,699,708.68
08/15/2025
730,000.00
100.946%
736,905.80
14.7972222x
10,904,158.88
08/15/2026
75500.00
101.131%
7637539.05
15.7972222x
12,0615796.05
08/15/2027
78000.00
100.751%
785,857.80
16.7972222x
13,200,228.10
08/15/2028
810,000.00
100.000%
8101000.00
17.7972222x
145415,750.00
08/15/2029
835,000.00
99.314%
829,271.90
18.7972222x
15,588,008.19
08/15/2030
_.._..-..--------------------------------------------
860,000.00
-----------
-------............_.._._..........___..._..._....-....----------------------------------------.........__......._._.................
97.894%
841,888.40
19.7972222x
16,667,051.74
.....--_...........
Total
$115930,000.00
$12,006,722.75
-
$144,797,452.84
Weighted Average Maturity = Bond Years/Issue Price
-------
12.060 Years
Total Interest from Debt Service 455661484.26
............._
......__-------------------------------------.......-...-................................................_...........................------------................................................__.........................
Accrued Interest from 10/01/2010 to 10/28/2010 (25 930.78)
........................._...__......_........... ................ ....-------------------..........................................................--------------- -- ---------------..........................a..-------- ..
Reoffering (Premium) or Discount (76,722.75)
.................................... ............... ...........................-----------.....------........-...-..---------------------------.-.-.-----.....
Total Interest
NIC = Interest / (Issue Price * Average Maturity)
- ...- --------- ...........
Bond Yield for
10A $11.935mm FINAL (10/1 1 SINGLE PURPOSE 1 10/12/2010 1 3:26 PM
73
3.0828103%
3.0414072%
DATED as of October 28, 2010.
CITY OF GEORGETOWN, TEXAS
Micki Kundell
Chief Financial Officer
City of Georgetown, General Obligation Bonds, Series 2010A
Exhibit "C"
CERTIFICATE OF ELECTION PURSUANT TO SECTION 148(f)(4)(C)
OF THE INTERNAL REVENUE CODE OF 1986
I, the undersigned, being the duly authorized representative of the City of Georgetown, Texas (the
"Issuer") hereby state that the Issuer elects the provisions of section 148(f)(4)(C) of the Internal Revenue Code
of 1986 (the "Code"), relating to the exception to arbitrage rebate for temporary investments, as more
specifically designated below, with respect to the Issuer's General Obligation Bonds, Series 2010A (the
"Bonds") which are being issued on the date of delivery of the Bonds in a face amount equal to $11,930,000.
The CUSIP Number for the Bonds is stated on the Form 8038-G filed in connection with the Bonds. The
Issuer intends to take action to comply with the two-year temporary investments exception to rebate afforded
construction certificates under section 148(f)(4)(C) of the Code. Capitalized terms have the same meaning as
defined in the Federal Tax Certificate.
® 1. PENALTY ELECTION. In the event that the Issuer should fail to expend the
"available construction proceeds" of the Bonds in accordance with the provisions of section
148(f)(4)(C) of the Code, the Issuer elects, in lieu of rebate, the penalty provisions of section
148(f)(4)(C)(vii)(I) of the Code.
M 2. RESERVE FUND ELECTION. The Issuer elects to exclude from "available
construction proceeds," within the meaning of section 148(f)(4)(C)(vi) of the Code, of the
Bonds, earnings on the Reserve Fund in accordance with section 148(f)(4)(C)(vi)(IV) of the
Code.
M 3. MULTIPURPOSE ELECTION. The Issuer elects to treat that portion of the
Bonds the proceeds of which are to be used for the payment of expenditures for construction,
reconstruction or rehabilitation of the Projects, as defined in the instrument authorizing the
issuance of the Bonds, in an amount which is currently expected to be equal to $
as a separate issue in accordance with the provisions of section 148(f)(4)(C)(v)(II) of the
Code. (Note: This election is not necessary unless less than 75 percent of the proceeds of
the Bonds will be used for construction, reconstruction or renovation)
M4. ACTUAL FACTS. For purposes of determining compliance with section
148(f)(c) of the Code (other than qualification of the Bonds as a qualified construction issue),
the Is er elects to use actual facts rather than reasonable expectations.
5. NO ELECTION. The Issuer understands that the elections which are adopted as
evidenced by the check in the box adjacent to the applicable provision are irrevocable.
Further, the Issuer understands that qualification of the Bonds for eligibility for the exclusion
from the rebate requirement set forth in section 148(f) of the Code is based on subsequent
events and is unaffected by the Issuer's expectations of such events as of the date of delivery
of the Bonds. Accordingly, while Failure to execute this certificate and to designate the
intended election does not preclude qualification, it would preclude the Issuer From the
relief afforded by such election.
Chief Financial Officer
City of Georgetown, Texas
113 East 8th Street
Georgetown, Texas 78627
Employer I.D. Number: 74-6000974