HomeMy WebLinkAboutORD 2020-37 - Combo Tax & Revenue COCERTIFICATE FOR ORDINANCE 2-0L-0 - S 7
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
CITY OF GEORGETOWN
We, the undersigned officers of the City Council of the City of Georgetown, Texas, (the
"City") hereby certify as follows:
1. The City Council of the City convened in a REGULAR MEETING ON THE
28TH DAY OF APRIL, 2020, (the "Meeting"), and the roll was called of the duly constituted
officers and members of the Council, to wit:
Dale Ross, Mayor
Mary Calixtro, Councilmember District 1
Valerie Nicholson, Mayor Pro Tem, Councilmember District 2
Mike Triggs, Councilmember District 3
Steve Fought, Councilmember District 4
Kevin Pitts, Councilmember District 5
Rachael Jonrowe, Councilmember District 6
Tommy Gonzalez, Councilmember District 7
and all of the persons were present, except the following absentees: qU—'LQ-- ,
thus constituting a quorum. Whereupon, among other business, the following was transacted at
the Meeting: a written
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN,
TEXAS COMBINATION TAX AND REVENUE CERTIFICATE OF
OBLIGATION, SERIES 2020; LEVYING AN AD VALOREM TAX AND
PLEDGING CERTAIN SURPLUS REVENUES IN SUPPORT OF THE
CERTIFICATE; AWARDING THE SALE OF THE CERTIFICATE; AND
AUTHORIZING OTHER MATTERS RELATED TO THE ISSUANCE OF THE
CERTIFICATE
was duly introduced for the consideration of the City. It was then duly moved and seconded
that the Ordinance be passed; and, after due discussion, the 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 aforesaid Ordinance passed at the Meeting
described in the above and foregoing paragraph 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 paragraph is a true, full and correct excerpt from the City Council's minutes
Georgetown\CO 2020: Cert to Ordinance
of the Meeting pertaining to the passage of the Ordinance; that the persons named in the above
and foregoing paragraph are the duly chosen, qualified and acting city officials and members of
the City Council as indicated therein; that each of the officers and members of the City Council
was duly and sufficiently notified officially and personally, in advance, of the time, place and
purpose of the aforesaid Meeting, and that the Ordinance would be introduced and considered
for passage at the Meeting, and each of the elected officials and members of the City Council
consented, in advance, to the holding of the Meeting for such purpose; 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, Government Code, as amended and as further modified by an order
issued by the Governor of the State of Texas on March 16, 2020, suspending certain provisions
of the Open Meetings Act in light of his disaster proclamation issued on March 13, 2020,
regarding the novel coronavirus (COVID-19).
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.
GeorgetownTO 2020: Cert to Ordinance
SIGNED AND SEALED the 28th day of April, 2020.
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[CITY SEAL]
Georgetown\CO 2020: Cert to Ordinance
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Mayor
ORDINANCE NO. ZOW '34
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN,
TEXAS COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION,
SERIES 2020; LEVYING AN AD VALOREM TAX AND PLEDGING CERTAIN
SURPLUS REVENUES IN SUPPORT OF THE CERTIFICATE; AWARDING THE
SALE OF THE CERTIFICATE; AND AUTHORIZING OTHER MATTERS RELATED
TO THE ISSUANCE OF THE CERTIFICATE
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
CITY OF GEORGETOWN §
WHEREAS, the City Council (the "City Council") of the City of Georgetown, Texas (the
"City") deems it advisable to issue a Certificate of Obligation in the amount of $11,210,000 (the
"Certificate") for the purpose of paying in whole or in part contractual obligations incurred for the
purposes described in Section 1 hereof; and
WHEREAS, the City Council has heretofore, on the 25th of February, 2020, adopted a
resolution authorizing and directing the City Secretary to give notice of intention to issue
certificates of obligation in an amount not to exceed $12,805,000; and
WHEREAS, said notice has been duly published in The Williamson County Sun which is
a newspaper of general circulation in the City in accordance with Section 2051.044, Government
Code, as amended, in its issues of March 1, 2020 and March 8, 2020; and
WHEREAS, the notice was also posted with the City's website continuously for at least
45 days before the date tentatively set for the passage of this Ordinance; and
WHEREAS, the City received no petition from the qualified electors of the City protesting
the issuance of such certificates of obligation;
WHEREAS, the Certificate of Obligation hereinafter authorized and designated is to be
issued and delivered for cash pursuant to Subchapter C of Chapter 271 of the Local Government
Code and Chapter 1502, Government Code, as amended; and
WHEREAS, no bond proposition to authorize the issuance of bonds for the same purpose
as any of the projects being financed with the proceeds of the Certificate was submitted to the
voters of the City during the preceding three years and failed to be approved; and
WHEREAS, the meeting at which this Ordinance was passed was open to the public and
public notice of the time, place and purpose of said meeting was given pursuant to Chapter 551,
Texas Government Code, as amended, and as further modified by an order issued by the Governor
of the State of Texas on March 16, 2020, suspending certain provisions of the Open Meetings Act
Georgelownk\CO 2020: Ordinance
in light of his disaster proclamation issued on March 13, 2020, regarding the novel coronavirus
(COVID-19).
THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
GEORGETOWN:
Section 1. RECITALS, AMOUNT AND PURPOSE OF THE CERTIFICATE
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 certificate of the City is hereby authorized to be issued and delivered in the
aggregate principal amount of $11,210,000 for paying all or a portion of the City's contractual
obligations incurred or to be incurred for (1) constructing, improving, expanding and renovating the
City's fuel station at the City's Solid Waste transfer station, including site work, paving, foundation
improvements, fuel dispensing equipment, and canopy replacement; (2) constructing, improving,
renovating, expanding and equipping City Municipal Complex buildings; (3) acquiring and
upgrading public safety vehicles, including fire and police vehicles and related equipment; (4)
constructing, improving, extending, expanding, upgrading and developing City streets, bridges,
sidewalks, intersections and related traffic improvements including purchasing any necessary
right-of-way and equipment, including for SE Inner Loop, Westinghouse Roadand Scenic Lake
Drive; (5) constructing, improving, renovating, expanding and equipping City parks facilities,
including Improvements in accordance with the Americans with Disabilities Act; (6) acquiring and
upgrading public safety equipment, including body cameras and cardiac monitors; (7)
constructing, improving, extending, expanding and upgrading stormwater drainage improvements,
including curb and gutter improvements; and (8) professional services including fiscal,
engineering, architectural and legal fees and other such costs incurred in connection therewith
including the costs of issuing the Certificate.
(b) Vision Statement. The City Council hereby finds that the enactment of this
Ordinance and issuance of the Certificate complies with the Vision Statement of the City.
Section 2. DESIGNATION, DATE, DENOMINATIONS AND NUMBERS OF
CERTIFICATES. The Certificate issued pursuant to this Ordinance shall be designated: "CITY
OF GEORGETOWN, TEXAS COMBINATION TAX AND REVENUE CERTIFICATE OF
OBLIGATION, SERIES 2020," and initially there shall be issued, sold, and delivered hereunder
one fully registered certificate, without interest coupons, dated May 21, 2020, in the principal
amount stated above and in the denomination of $11,210,000, numbered R-1, with certificates
issued in replacement thereof being in a like denomination and numbered consecutively from R-2
upward, payable to the registered owner thereof, or to the registered assignee of the Certificate or
any portion or portions thereof (in each case, the "Registered Owner"), and the Certificate shall
mature and be payable in annual installments as set forth in the FORM OF CERTIFICATE set
forth in this Ordinance. The term "Certificate" as used in this Ordinance shall mean and include
collectively the certificate initially issued and delivered pursuant to this Ordinance and all substitute
certificates exchanged therefor, as well as all other substitute certificates and replacement
certificates issued pursuant hereto.
Georgetownk\CO 2020: Ordinance
Section 3. INTEREST. The Certificate shall bear interest from the date of initial delivery
to the date of maturity or redemption prior to maturity at the rate of 2.24% per annum from the date
of initial delivery through and including August 15, 2035. Said interestshall be payable in the
manner provided and on the dates stated in the FORM OF CERTIFICATE set forth in this
Ordinance.
Section 4. CHARACTERISTICS OF THE CERTIFICATE. (a) Registration, Transfer;
Authentication. The City shall keep or cause to be kept at the principal corporate trust or other
office of The Bank of New York Mellon Trust Company, National Association, Dallas, Texas (the
"Paying Agent/Registrar") books or records for the registration of the transfer and exchange of the
Certificate (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
and exchanges under such reasonable regulations as the City and the Paying Agent/Registrar may
prescribe; and the Paying Agent/Registrar shall make such registrations, transfers 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 the Certificate to which payments with respect to the Certificate shall be mailed, as
herein provided; but it shall be the duty of the 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 City shall pay
the Paying Agent/Registrar's standard or customary fees and charges for making such registration,
transfer, exchange and delivery of a substitute Certificate. Registration of assignments, transfers
and exchanges of the Certificate shall be made in the manner provided and with the effect stated in
the FORM OF CERTIFICATE set forth in this Ordinance. Each substitute Certificate shall bear a
letter and/or number to distinguish it from each other Certificate.
Except as provided in subsection (c) below, an authorized representative of the Paying
Agent/Registrar shall, before the delivery of any such Certificate, date and manually sign said
Certificate, and no such Certificate shall be deemed to be issued or outstanding unless such
Certificate is so executed. The Paying Agent/Registrar promptly shall cancel the paid Certificate
or any Certificate surrendered for transfer and exchange. No additional ordinances, orders, or
resolutions need be passed or adopted by the City or any other body or person so as to accomplish
the foregoing transfer and exchange of any Certificate, and the Paying Agent/Registrar shall
provide for the printing, execution, and delivery of the substitute Certificate in the manner
prescribed herein. Pursuant to Subchapter D, Chapter 1201, Texas Government Code, as amended,
the duty of transfer and exchange of the Certificate as aforesaid is hereby imposed upon the Paying
Agent/Registrar, and, upon the execution of said Certificate, the transferred and exchanged
Certificate shall be valid, incontestable, and enforceable in the same manner and with the same
effect as the Certificate which initially was issued and delivered pursuant to this Ordinance,
approved by the Attorney General, and registered by the Comptroller of Public Accounts.
(b) Payment of Certificate 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 Certificate,
Gcorgetownk\CO 2020: Ordinance
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 Certificate and shall
properly and accurately record all payments on the Certificate on the Registration Books, and shall
keep proper records of all transfers of the Certificate, and all replacements of the Certificate, as
provided in this Ordinance. However, in the event of a nonpayment of interest on a scheduled
payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a
"Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for
the payment of such interest have been received from the City. Notice of the Special Record Date
and of the scheduled payment date of the past due interest (which shall be 15 days after the Special
Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United
States mail, first-class postage prepaid, to the address of the 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 Certificate (i) shall be issued in fully registered form, without
interest coupons, with the principal of and interest on such Certificate to be payable only to the
Registered Owner thereof, (ii) may be redeemed in whole or in part prior to its scheduled maturity,
(iii) may be transferred and assigned, (iv) shall have the characteristics, (v) shall be signed, sealed,
executed and authenticated, (vi) the principal of and interest on the Certificate 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 Certificate, all as provided, and in the manner and to
the effect as required or indicated, in the FORM OF CERTIFICATE set forth in this Ordinance.
The Certificate initially issued and delivered pursuant to this Ordinance (to which Certificate is
attached the Registration Certificate of the Comptroller of Public Accounts) is not required to be,
and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Certificate
issued in exchange for any Certificate issued under this Ordinance the Paying Agent/Registrar
shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the
form set forth in the FORM OF CERTIFICATE.
(d) Substitute Paying Agent/Registrar. The City covenants with the Registered Owner
of the Certificate that at all times while the Certificate is 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 Certificate under this Ordinance,
and that the Paying Agent/Registrar will be one entity. The City reserves the right to, and may, at
its option, change the Paying Agent/Registrar upon not less than 30 days written notice to the
Paying Agent/Registrar, to be effective not later than 20 days prior to 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 Certificate, 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 the Registered Owner of the Certificate, by United States mail, first-class
4
Georgetownk\CO 2020, Ordinance
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) On the closing date, the initial Certificate No. R-1 representing the entire principal
amount of the Certificate, payable to the Purchaser, executed by manual or facsimile signature of
the Mayor and City Secretary of the City, approved by the Attorney General of Texas, and
registered and manually signed by the Comptroller of Public Accounts of the State of Texas, and
with the date of delivery inserted thereon by the Paying Agent/Registrar, will be delivered to the
Purchaser or its designee.
Section 5. FORM OF CERTIFICATE. The form of the Certificate, including the form
of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form of
Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached
to the Certificate initially issued and delivered pursuant to this Ordinance, shall be, respectively,
substantially as follows, with such appropriate variations, omissions or insertions as are permitted
or required by this Ordinance.
(a) [Form of Certificate]
NO. R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
COUNTY OF WILLIAMSON $119210,000
CITY OF GEORGETOWN, TEXAS
COMBINATION TAX AND REVENUE
CERTIFICATE OF OBLIGATION, SERIES 2020
DATE OF DELIVERY: MAY 21, 2020
REGISTERED OWNER: CAPITAL ONE PUBLIC FUNDING, LLC
PRINCIPAL AMOUNT: ELEVEN MILLION TWO HUNDRED TEN THOUSAND
DOLLARS
INTEREST RATE:
MATURITY DATE:
2.24%
AUGUST 15, 2035
THE CITY OF GEORGETOWN, TEXAS in Williamson County, Texas (the "City"),
being a political subdivision of the State of Texas, for value received, promises to pay, from the
sources described herein, to the registered owner specified above, or registered assigns, the
principal amount specified above, and to pay interest thereon, from the Date of Delivery set forth
above (calculated on the basis of a 360-day year of twelve 30-day months), on the balance of said
principal amount from time to time remaining unpaid, at the rate per annum set forth above. The
Georgeto—kTO 2020: Ordinance
principal of this Certificate shall be paid in installments on each August 15 in the years and in the
amounts set forth in the table below:
Payment Date
Principal
Payment Date
Principal
Installment
Installment
2021
$ 970,000
2029
$475,000
2022
1,050,000
2030
485,000
2023
1,070,000
2031
500,000
2024
1,095,000
2032
505,000
2025
1,125,000
2033
520,000
2026
925,000
2034
530,000
2027
950,000
2035
545,000
2028
465,000
THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful
money of the United States of America, without exchange or collection charges. The City shall
pay interest on this Certificate (calculated on the basis of a 360-day year of twelve 30-day months)
on February 15, 2021 and on each August 15 and February 15 thereafter to the date of maturity or
redemption prior to maturity. The last principal installment of this Certificate shall be paid to the
registered owner hereof upon presentation and surrender of this Certificate at maturity, or upon the
date fixed for its redemption prior to maturity, at the corporate trust or other office of The Bank
of New York Mellon Trust Company, National Association, Dallas, Texas, which is the "Paying
Agent/Registrar" for this Certificate. The payment of all other principal installments of and interest
on this Certificate shall be made by the Paying Agent/Registrar to the registered owner hereof on
each principal and interest payment date by check or draft, dated as of such principal and interest
payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the City
required by the ordinance authorizing the issuance of this Certificate (the "Certificate Ordinance")
to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and
such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class
postage prepaid, on each such interest payment date, to the registered owner hereof, at its address
as it appeared on the last business day of the month next preceding each such date (the "Record
Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In
addition, principal and 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.
ANY ACCRUED INTEREST due in connection with the payment of the final installment
of principal of this Certificate shall be paid to the registered owner upon presentation and surrender
of this Certificate for payment or redemption at the designated corporate trust or other office of
the Paying Agent/Registrar. The City covenants with the registered owner of this Certificate that
on or before each principal payment date, interest payment date, and accrued interest payment date
for this Certificate it will make available to the Paying Agent/Registrar, from the "Interest and
Sinking Fund" created by the Certificate Ordinance, the amounts required to provide for the
payment, in immediately available funds, of all principal of and interest on this Certificate, when
due.
Georgclownk\CO 2020: Ordinance
IF THE DATE FOR THE PAYMENT of this Certificate shall be a Saturday, Sunday, a
legal holiday, or a day on which banking institutions in the City where the designated corporate
trust or other office of the Paying Agent/Registrar is located are authorized by law or executive
order to close, then the date for such payment shall be the next succeeding day which is not such
a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close;
and payment on such date shall have the same force and effect as if made on the original date
payment was due.
THIS CERTIFICATE IS dated as of May 21, 2020 and is authorized in accordancewith
the Constitution and laws of the State of Texas in the principal amount of $11,210,000 for paying
all or a portion of the City's contractual obligations incurred or to be incurred for (1) constructing,
improving, expanding and renovating the City's fuel station at the City's Solid Waste transfer
station, including site work, paving, foundation improvements, fuel dispensing equipment, and
canopy replacement; (2) constructing, improving, renovating, expanding and equipping City
Municipal Complex buildings; (3) acquiring and upgrading public safety vehicles, including fire
and police vehicles and related equipment; (4) constructing, improving, extending, expanding,
upgrading and developing City streets, bridges, sidewalks, intersections and related traffic
improvements including purchasing any necessary right-of-way and equipment, including for SE
Inner Loop, Westinghouse Road and Scenic Lake Drive; (5) constructing, improving, renovating,
expanding and equipping City parks facilities, including Improvements in accordance with the
Americans with Disabilities Act; (6) acquiring and upgrading public safety equipment, including
body cameras and cardiac monitors; (7) constructing, improving, extending, expanding and
upgrading stormwater drainage improvements, including curb and gutter improvements; and (8)
professional services including fiscal, engineering, architectural and legal fees and other such costs
incurred in connection therewith including the costs of issuing the Certificate.
THE UNPAID SCHEDULED PRINCIPAL INSTALLMENTS of this Certificate
beginning on August 15, 2029 and thereafter may be redeemed in whole, but not in part, prior to
their scheduled due dates by the City, on August 15, 2028 or on any interest payment date
thereafter, with ten (10) days prior written notice to the Registered Owner at a redemption price
equal to the principal amount to be redeemed plus accrued interest thereon to the date of
redemption.
IF THE PAYING AGENT/REGISTRAR is not also the registered owner of this
Certificate, no less than 10 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 this Certificate at its address as it appeared on the Registration Books of
the Paying Agent/Registrar at the close of business on the business day immediately preceding the
date of such notice. Any notice so mailed shall be conclusively presumed to have been duly given,
whether or not the registered owner receives such notice, notice having been so given, the
obligations called for redemption shall become due and payable on the specified redemption date,
and notwithstanding that this Certificate has not been surrendered for payment, interest on this
Certificate shall cease to accrue. 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 this
Certificate or portions thereof which are to be so redeemed. If due provision for such payment is
made, all as provided above, this Certificate or portions thereof which are to be so redeemed
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Georgctownk\CO 2020: Ordinance
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.
WITH RESPECT TO any optional redemption of this Certificate, unless certain
prerequisites to such redemption required by the Certificate Ordinance have been met and moneys
sufficient to pay the principal of and premium, if any, and interest on the Certificate 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 Certificate and the Paying Agent/Registrar shall give notice,
in the manner in which the notice of redemption was given, to the effect that the Certificate have
not been redeemed.
THE PAYING AGENT/REGISTRAR shall record in the Register all payments of
principal installments on this Certificate when made on their respective due dates.
THIS CERTIFICATE IS issuable solely as a single fully registered Certificate, without
interest coupons. As provided in the Certificate Ordinance, this Certificate may, at the request of
the registered owner or the assignee hereof, be assigned and transferred for a like aggregate
principal amount Certificate, without interest coupons, payable to the appropriate registered owner
or assignee, as the case may be, having the same denomination, upon surrender of this Certificate
to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set
forth in the Certificate Ordinance. Among other requirements for such assignment and transfer,
this Certificate must be presented and surrendered to the Paying Agent/Registrar, together with the
proper instruments of assignment, in form and with guarantee of signatures satisfactory to the
Paying Agent/Registrar, evidencing assignment of this Certificate to the assignee this Certificate
is to be registered. The form of Assignment printed or endorsed on this Certificate may be executed
by the registered owner to evidence the assignment hereof, but such method is not exclusive, and
other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to
evidence the assignment of this Certificate from time to time by the registered owner. In the case
of the assignment and transfer of this Certificate, the reasonable standard or customary fees and
charges of the Paying Agent/Registrar 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 and transfer, as a condition precedent to the exercise of such privilege. The Paying
Agent/Registrar shall not be required to make any such transfer during the period commencing
with the close of business on any Record Date and ending with the opening of business on the next
following principal or interest Payment Date.
IN THE EVENT any Paying Agent/Registrar for this Certificate is changed by the City,
resigns, or otherwise ceases to act as such, the City has covenanted in the Certificate Ordinance
that it promptly will appoint a competent and legally qualified substitute therefor, and cause written
Gcorgctownk\CO 2020: Ordinance
notice thereof to be mailed to the registered owner of the Certificate.
IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and
validly authorized, issued and delivered; that all acts, conditions and things required or proper to
be performed, exist and be done precedent to or in the authorization, issuance and delivery of this
Certificate have been performed, existed and been done in accordance with law; and that annual
ad valorem taxes sufficient to provide for the payment of the interest on and principal of this
Certificate, as such interest comes due and such principal matures, have been levied and ordered
to be levied against all taxable property in the City, and have been pledged for such payment,
within the limit prescribed by law, and that this Certificate is additionally secured by and payable
from a limited pledge of the surplus revenues of the City's System, remaining after payment ofall
operation and maintenance expenses thereof, and all debt service, reserve and other requirements
in connection with all of the City's revenue bonds or other obligations (now or hereafter
outstanding), which are payable from all or part of the net revenues of the City's System, which
amount shall not exceed $10,000, all as provided in the Certificate Ordinance.
THE CITY ALSO HAS RESERVED THE RIGHT to amend the Certificate Ordinance
as provided therein, and under some (but not all) circumstances amendments thereto must be
approved by the Registered Owner of the Certificate.
BY BECOMING the registered owner of this Certificate, the registered owner thereby
acknowledges all of the terms and provisions of the Certificate Ordinance, agrees to be bound by
such terms and provisions, acknowledges that the Certificate Ordinance is duly recorded and
available for inspection in the official minutes and records of the governing body of the City, and
agrees that the terms and provisions of this Certificate and the Certificate Ordinance constitute a
contract between each registered owner hereof and the City.
IN WITNESS WHEREOF, the City has caused this Certificate to be signed with the
manual or facsimile signature of the Mayor of the City and countersigned with the manual or
facsimile signature of the City Secretary of the City, and has caused the official seal of the City to
be duly impressed, or placed in facsimile, on this Certificate.
City Secretary
(SEAL)
Mayor
(b) [Form of Paying Agent/Registrar's Authentication Certificate]
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Certificate is not accompanied by an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
It is hereby certified that this Certificate has been issued under the provisions of the
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Certificate Ordinance described in the text of this Certificate; and that this Certificate has been
issued in conversion or replacement of, or in exchange for, a Certificate that 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:
(c) [Form of Assignment]
10
Paying Agent/Registrar
By Authorized Representative
Ceorgeto"k\CO 2020: Ordinance
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer Identification Number of Transferee
(Please print or typewrite name and address, including zip code, of Transferee.)
the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney, to register the transfer of the
within Certificate on the books kept for registration thereof, with full power of substitution in the
premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by an eligible guarantor institution
participating in a securities transfer
association recognized signature guarantee
program.
NOTICE: The signature above must
correspond with the name of the registered
owner as it appears upon the front of this
Certificate in every particular, without
alteration or enlargement or any change
whatsoever.
(d) [Form of Registration Certificate of the Comptroller of Public Accounts]
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTERNO.
I hereby certify that this Certificate has been examined, certified as to validity and approved
by the Attorney General of the State of Texas, and that this Certificate has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
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Gcorgctownk\CO 2020: Ordinance
Section 6. INTEREST AND SINKING FUND. A special "Interest and Sinking Fund"
has been created and shall be established and maintained by the City at an official depository bank
of the City. Said 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
Certificate. All ad valorem taxes levied and collected for and on account of the Certificate shall be
deposited, as collected, to the credit of said Interest and Sinking Fund. During each year while any
part of the Certificate is outstanding and unpaid, the governing body of the City shall compute and
ascertain a rate and amount of ad valorem tax that will be sufficient to raise and produce the money
required to pay the interest on the Certificate as such interest comes due, and to provide and
maintain a sinking fund adequate to pay the principal installments of the Certificate as such
principal matures (but never less than 2% of the original amount of the Certificate as a sinking
fund each year); and said tax shall be based on the latest approved tax rolls of the City, with full
allowances being made for tax delinquencies and the cost of tax collection. Said 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 part of the Certificate is outstanding and unpaid, and said tax
shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest
and Sinking Fund. Said ad valorem taxes sufficient to provide for the payment of the interest on
and principal of the Certificate, as such interest comes due and such principal matures, are hereby
pledged for such payment, within the limit prescribed by law.
Section 7. SURPLUS REVENUES. The Certificate is additionally secured by and shall
be payable from and secured by a limited pledge of the surplus revenues of the City's System, after
payment of all operation and maintenance expenses or collections thereof, and all debt service,
reserve and other requirements in connection with all of the City's revenue bonds or other
obligations (now or hereafter outstanding) which are payable from all or any part of the net
revenues of the City's System, which amount shall not exceed $10,000, with such amount
constituting "Surplus Revenues." The City shall deposit such Surplus Revenues to the credit of the
Interest and Sinking Fund created pursuant to Section 6, to the extent necessary to pay the principal
and interest on the Certificate. Notwithstanding the requirements of Section 6, if Surplus Revenues
are actually on deposit or budgeted for deposit in the Interest and Sinking Fund in advance of the
time when ad valorem taxes are scheduled to be levied for any year, then the amount of taxes that
otherwise would have been required to be levied pursuant to Section 6 may be reduced to the extent
and by the amount of the Surplus Revenues then on deposit in the Interest and Sinking Fund.
Whenever used in this Ordinance the Term "System" means the City's combined waterworks,
sewer and electric system.
Section 8. 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 the Certificate
when the same becomes due and payable; or
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(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 owner of the Certificate, including, but not limited to, its prospect
or ability to be repaid in accordance with this Ordinance, and the continuation thereof for
a period of 60 days after notice of such default is given by the registered owner to the City.
(b) Remedies for Default. Upon the happening of any Event of Default, then and in
every case, the 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 owner 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 owner hereunder or any combination of such
remedies.
(c) Remedies Not Exclusive.
(iii) 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 Certificate 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
Certificate shall not be available as a remedy under this Ordinance.
(iv) The exercise of any remedy herein conferred or reserved shall not be
deemed a waiver of any other available remedy.
(v) By accepting the delivery of a Certificate 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.
(vi) 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 owner with
any liability, or be held personally liable to the registered owner under any term or
provision of this Ordinance, or because of any Event of Default or alleged Event of Default
under this Ordinance.
Section 9. USE OF CERTIFICATE PROCEEDS. The proceeds of the issuance of the
Certificate shall be deposited in a special construction account of the City and used for the purposes
for which the Certificate is hereby authorized to be issued.
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Section 10. INVESTMENTS. The City Council may place proceeds of the Certificate
(including investment earnings thereon) and amounts deposited into the Interest and Sinking Fund
in investments authorized by the Public Funds Investment Act, Chapter 2256, Texas Govermnent
Code, as amended; provided, however, that the City hereby covenants that the proceeds of the sale
of the Certificate will be used as soon as practicable for the purposes for which the Certificate are
issued.
Section 11. SECURITY FOR FUNDS. All deposits authorized or required by this
Ordinance shall be secured to the fullest extent required by law for the security of public funds.
Section 12. CITY OFFICERS' DUTIES.
(a) The Mayor is hereby instructed and directed to do any and all things necessary in
reference to the issuance of the Certificate and to make money available for the payment of the
Certificate in the manner provided by law and this Ordinance.
(b) The Mayor and City Secretary are authorized to execute the Certificate to which
this Ordinance is attached on behalf of the City and to do any and all things proper and necessary
to carry out the intent hereof.
Section 13. DEFEASANCE OF CERTIFICATE.
(a) The Certificate and the interest thereon shall be deemed to be paid, retired and no
longer outstanding (a "Defeased Certificate") within the meaning of this Ordinance, except to the
extent provided in subsections (c) and (e) of this Section, when payment of the principal of such
Certificate, plus interest thereon to the due date or dates (whether such due date or dates be by
reason of maturity, upon redemption, or otherwise) either (i) shall have been made or caused to be
made in accordance with the terms thereof (including the giving of any required notice of
redemption or the establishment of irrevocable provisions for the giving of such notice) or (ii) shall
have been provided for on or before such due date by irrevocably depositing with or making
available to the Paying Agent/Registrar or an eligible trust company or commercial bank for such
payment (1) lawful money of the United States of America sufficient to make such payment, (2)
Defeasance Securities, certified by an independent public accounting firm of national reputation
to mature as to principal and interest in such amounts and at such times as will ensure the
availability, without reinvestment, of sufficient money to provide for such payment and when
proper arrangements have been made by the City with the Paying Agent/Registrar or an eligible
trust company or commercial bank for the payment of its services until the Defeased Certificate
shall have become due and payable or (3) any combination of (1) and (2). At such time as the
Certificate shall be deemed to be a Defeased Certificate hereunder, as aforesaid, such Certificate
and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of,
the ad valorem taxes or revenues herein levied and pledged as provided in this Ordinance, and such
principal and interest shall be payable solely from such money or Defeasance Securities and
thereafter the City will have no further responsibility with respect to amounts available to such
Paying Agent/Registrar (or other financial institution permitted by applicable law) for the payment
of such Defeased Certificate, including any insufficiency therein caused by the failure of the
Paying Agent/Registrar (or other financial institution permitted by law) to receive payment when
due on the Defeasance Securities.
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GcOrgelownk\CO 2020: Ordinance
(b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of the
Certificate as aforesaid when proper notice of redemption of such Certificate shall have been given
or upon the establishment of irrevocable 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 Council
also be invested in Defeasance Securities, maturing in the amounts and at the times as hereinbefore
set forth, and all income from all Defeasance Securities in possession of the Paying
Agent/Registrar or an eligible trust company or commercial bank pursuant to this Section which
is not required for the payment of such Certificate and premium, if any, and interest thereon with
respect to which such money has been so deposited, shall be remitted to the City Council.
(c) Notwithstanding any provision of any other Section of this Ordinance which may
be contrary to the provisions of this Section, all money or Defeasance Securities set aside and held
in trust pursuant to the provisions of this Section for the payment of principal of the Certificate
and premium, if any, and interest thereon, shall be applied to and used solely for the payment of
the particular Certificate and premium, if any, and interest thereon, with respect to which such
money or Defeasance Securities have been so set aside in trust. Until the Defeased Certificate shall
have become due and payable, the Paying Agent/Registrar shall perform the services of Paying
Agent/Registrar for such Defeased Certificate 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 the Certificate and such
Certificate shall not have in fact been actually paid in full, no amendment of the provisions of this
Section shall be made without the consent of the registered owner of each Certificate affected
thereby.
(e) Notwithstanding the provisions of subsection (a) immediately above, to the extent
that, upon the defeasance of any Defeased Certificate to be paid at its maturity, the City retains the
right under Texas law to later call that Defeased Certificate for redemption in accordance with the
provisions of this Ordinance, the City may call such Defeased Certificate for redemption upon
complying with the provisions of Texas law and upon the satisfaction of the provisions of
subsection (a) immediately above with respect to such Defeased Certificate as though it was being
defeased at the time of the exercise of the option to redeem the Defeased Certificate and the effect
of the redemption is taken into account in determining the sufficiency of the provisions made for
the payment of the Defeased Certificate.
"Defeasance Securities" means (i) Federal Securities, (ii) noncallable obligations of an
agency or instrumentality of the United States of America, including obligations that are
unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the
City Council adopts or approves proceedings authorizing the issuance of refunding obligations or
otherwise provide for the funding of an escrow to effect the defeasance of the Certificate 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
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Georgetownk\CO 2020: Ordinance
other political subdivision of a state that have been refunded and that, on the date the City Council
adopts or approves proceedings authorizing the issuance of refunding Certificate or otherwise
provide for the funding of an escrow to effect the defeasance of the Certificate, 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 Certificate.
"Federal Securities" as used herein means direct, noncallable obligations of the United
States of America, including obligations that are unconditionally guaranteed by the United States
of America.
Section 14. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
CERTIFICATE.
(a) Replacement Certificate. In the event the Certificate is damaged, mutilated, lost,
stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered,
a new Certificate of the same principal amount, maturity, and interest rate, as the damaged,
mutilated, lost, stolen, or destroyed Certificate, in replacement for such Certificate in the manner
hereinafter provided.
(b) Application for Replacement Certificate. Application for replacement of a
damaged, mutilated, lost, stolen, or destroyed Certificate shall be made by the Registered Owner
thereof to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Certificate,
the Registered Owner applying for a replacement Certificate shall furnish to the City and to the
Paying Agent/Registrar such security or indemnity as may be required by them to save each of
them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or
destruction of a Certificate, the Registered Owner shall furnish to the City and to the Paying
Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Certificate,
as the case may be. In every case of damage or mutilation of a Certificate, the Registered Owner
shall surrender to the Paying Agent/Registrar for cancellation the Certificate so damaged or
mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in
the event the Certificate shall have matured, and no default has occurred which is then continuing
in the payment of the principal of or interest on the Certificate, the City may authorize the payment
of the same (without surrender thereof except in the case of a damaged or mutilated Certificate)
instead of issuing a replacement Certificate, provided security or indemnity is furnished as above
provided in this Section.
(d) Charge for Issuing Replacement Certificate. Prior to the issuance of a replacement
Certificate, the Paying Agent/Registrar shall charge the Registered Owner of such Certificate with
all legal, printing, and other expenses in connection therewith. Every replacement Certificate
issued pursuant to the provisions of this Section by virtue of the fact that the Certificate is lost,
stolen, or destroyed shall constitute a contractual obligation of the City whether or not the lost,
stolen, or destroyed Certificate shall be found at any time, or be enforceable by anyone, and shall
be entitled to all the benefits of this Ordinance.
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Gcorgetownk\CO 2020: Ordinance
(e) Authority for Issuing Replacement Certificate. In accordance with Subchapter B,
Chapter 1206, Texas Government Code, this Section shall constitute authority for the issuance of
any such replacement Certificate without necessity of further action by the governing body of the
City or any other body or person, and the duty of the replacement of such Certificate is hereby
authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall
authenticate and deliver such Certificate in the form and manner and with the effect, as provided
in Section 4(a) of this Ordinance for a Certificate issued in conversion and exchange for another
Certificate.
Section 15. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATE;
BOND COUNSEL'S OPINION; ENGAGEMENT OF BOND COUNSEL AND
CONTINGENT INSURANCE PROVISION, IF OBTAINED. The Mayor of the City is hereby
authorized to have control of the Certificate issued and delivered hereunder and all necessary
records and proceedings pertaining to the Certificate pending its delivery and its 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 Certificate said
Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller)
shall manually sign the Comptroller's Registration Certificate attached to such Certificate, and the
seal of said Comptroller shall be impressed, or placed in facsimile, on such Certificate. The
approving legal opinion of the City's bond counsel may, at the option of the City, be printed on the
Certificate issued and delivered under this Ordinance, but shall not have any legal effect, and shall
be solely for the convenience and information of the Registered Owner of the Certificate. In
addition, if bond insurance is obtained, the Certificate may bear an appropriate legend as provided
by the insurer.
The obligation of the initial purchaser to accept delivery of the Certificate is subject to the
initial purchaser being furnished with the final, approving opinion of McCall, Parkhurst & Horton
L.L.P., bond counsel to the City, which opinion shall be dated as of and delivered on the date of
initial delivery of the Certificate to the initial purchaser. The engagement of such firm as bond
counsel to the City in connection with issuance, sale and delivery of the Certificate is hereby
approved and confirmed. The execution and delivery of an engagement letter, to the extent desired
by the City, between the City and such firm, with respect to such services as bond counsel, is
hereby authorized in such form as may be approved by the Mayor and the Mayor is hereby
authorized to execute such engagement letter. Additionally, a closing instruction letter executed
by the City's Chief Financial Officer shall further provide for the fees and expenses to be paid for
such bond counsel services.
Section 16. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THE CERTIFICATE.
(a) Covenants. The City covenants to take any action necessary to assure, or refrain
from any action that would adversely affect, the treatment of the Certificate as an obligation
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:
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(1) to take any action to assure that no more than 10 percent of the proceeds of
the Certificate or the projects financed therewith (less amounts deposited to a reserve fund,
if any) are used for any "private business use," as defined in section 141(b)(6) of the Code
or, if more than 10 percent of the proceeds or the projects financed therewith are so used,
such amounts, whether or not received by the City, with respect to such private business
use, do not, under the terms of this Ordinance or any underlying arrangement, directly or
indirectly, secure or provide for the payment of more than 10 percent of the debt service
on the Certificate, 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 Certificate or
the projects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in excess of 5 percent is used for a "private business use" which is "related" and
not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the
governmental use;
(3) to take any action to assure that no amount which is greater than the lesser
of $5,000,000, or 5 percent of the proceeds of the Certificate (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
Certificate being treated as a "private activity bond" within the meaning of section 141(b)
of the Code;
(5) to refrain from taking any action that would result in the Certificate 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 Certificate, directly
or indirectly, to acquire or to replace funds which were used, directly or indirectly, to
acquire investment property (as defined in section 148(b)(2) of the Code) which produces
a materially higher yield over the term of the Certificate, other than investment property
acquired with --
(A) proceeds of the Certificate invested for a reasonable temporary
period of 3 years or less or, in the case of a refunding bond, for a period of 90 days
or less until such proceeds are needed for the purpose for which the Certificate is
issued,
(B) amounts invested in a bona fide debt service fund, within the
meaning of section 1.148-1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or
replacement fund to the extent such amounts do not exceed 10 percent of the
proceeds of the Certificate;
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Gcorge[ownk\CO 2020: Ordinance
(7) to otherwise restrict the use of the proceeds of the Certificate or amounts
treated as proceeds of the Certificate, as may be necessary, so that the Certificate does not
otherwise contravene the requirements of section 148 of the Code (relating to arbitrage);
(8) to refrain from using the proceeds of the Certificate or proceeds of any prior
bonds to pay debt service on another issue more than 90 days after the date of issue of the
Certificate in contravention of the requirements of section 149(d) of the Code (relating to
advance refundings); and
(9) to pay to the United States of America at least once during each five-year
period (beginning on the date of delivery of the Certificate) 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 Certificate has
been paid in full, 100 percent of the amount then required to be paid as a result of Excess
Earnings under section 148(f) of the Code.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (8), a
"Rebate Fund" is hereby established by the City for the sole benefit of the United States of
America, and such fund shall not be subject to the claim of any other person, including without
limitation the Registered Owner. 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
Certificate. 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 Certificate, 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 Certificate 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 Certificate, 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 Certificate under section
103 of the Code. In furtherance of such intention, the City hereby authorizes and directs the City
Manager, the Assistant City Manager or the Director of Finance to execute any documents,
certificates or reports required by the Code and to make such elections, on behalf of the City, which
may be permitted by the Code as are consistent with the purpose for the issuance of the Certificate.
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
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with the requirements of the Code. The City recognizes that in order for the proceeds to be
considered used for the reimbursement of costs, the proceeds must be allocated to expenditures
within 18 months of the later of the date that (1) the expenditure is made, or (2) the Project is
completed; but in no event later than three years after the date on which the original expenditure
is paid. The foregoing notwithstanding, the City recognizes that in order for proceeds to be
expended under the Code, the sale proceeds or investment earnings must be expended no more
than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Certificate, or (2) the
date the Certificate is 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 Certificate. 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 Project
will not be sold or otherwise disposed of in a transaction resulting in the receipt by the City of cash
or other compensation, unless the City obtains an opinion of nationally -recognized bond counsel
that such sale or other disposition will not adversely affect the tax-exempt status of the Certificate.
For purposes of the foregoing, the portion of the property comprising personal property and
disposed of in the ordinary course shall not be treated as a transaction resulting in the receipt of
cash or other compensation. For purposes 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.
Section 17. SALE OF CERTIFICATE. The Certificate is hereby sold and shall be
delivered to Capital One Public Funding, LLC (the "Purchaser"), for cash for a price of
$11,210,000, pursuant to and in accordance with the terms and provisions of the Purchaser's
investment and commitment letter, which the Mayor and Mayor Pro-Tem of the City are hereby
authorized to execute and deliver and which the City Secretary of the City is hereby authorized to
attest. The Certificate shall initially be registered in the name of the Purchaser. It is hereby officially
found, determined, and declared that the terms of this sale are the most advantageous reasonably
obtainable.
Section 18. INVESTMENT EARNINGS ON CERTIFICATE PROCEEDS.
Investment earnings derived from the investment of proceeds from the sale of the Certificate shall
be used along with other Certificate proceeds for the purpose for which the Certificate are issued
set forth in Section 1 hereof; provided that after completion of such purpose, if any of such
investment earnings remain on hand, such investment earnings shall be deposited in the Interest
and Sinking Fund. It is further provided, however, that any investment earnings on Certificate
proceeds which are required to be rebated to the United States of America pursuant to Section 16
hereof in order to prevent the Certificate from being arbitrage bonds shall be so rebated and not
considered as investment earnings for the purposes of this Section.
Section 19. FURTHER PROCEDURES. The Mayor and the City Secretary and all other
officers, employees and agents of the City, and each of them, shall be and they are hereby expressly
authorized, empowered and directed from time to time and at any time to do and perform
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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 a Paying Agent/Registrar Agreement with the Paying
Agent/Registrar and all other instruments, whether or not herein mentioned, as may be necessary
or desirable in Ordinance to carry out the terms and provisions of this Ordinance, the Certificate
and the sale of the Certificate. In case any officer whose signature shall appear on the Certificate
shall cease to be such officer before the delivery of such Certificate, such signature shall
nevertheless be valid and sufficient for all purposes the same as if such officer had remained in
office until such delivery.
Section 20. NO CONTINUING DISCLOSURE UNDERTAKING. The sale of the
Certificate is exempt from Securities and Exchange City Council Rule 15c2-12. Consequently, the
City makes no undertaking with respect to such rule or with respect to the provision of on- going
financial and operating data thereunder. However, the City agrees to provide the Purchaser, upon
request by the Purchaser, with a copy of the City's Comprehensive Annual Financial Report within
180 days of the close of each fiscal year or if such report is not then available, by such later date
as the report becomes available; provided that the electronic posting of such report with the
Municipal Securities Rulemaking Board, the Municipal Advisory Council of Texas, or on the
City's website shall satisfy such requirement.
Section 21. METHOD OF AMENDMENT. 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 but with notice to the
Registered Owner, except as otherwise required by paragraph (b) below, amend or supplement this
Ordinance to (i) cure any ambiguity, defect or omission in this Ordinance that does not materially
adversely affect the interests of the Registered Owner, (ii) grant additional rights or security for
the benefit of the Registered Owner, (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
Registered Owner, (v) qualify this Ordinance under the Trust Indenture Act of 1939, as amended,
or corresponding provisions of federal laws from time to time in effect, or (iv) make such other
provisions in regard to matters or questions arising under this Ordinance as shall not be materially
inconsistent with the provisions of this Ordinance and that shall not, in the opinion of nationally -
recognized bond counsel, materially adversely affect the interests of the Registered Owner.
(b) Except as provided in paragraph (a) above, the Registered Owner 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 the Registered Owner,
nothing herein contained shall pen -nit or be construed to permit amendment of the terms and
conditions of this Ordinance or the Certificate so as to:
(1) Make any change in the maturity of the Certificate;
(2) Reduce the rate of interest borne by the Certificate;
(3) Reduce the amount of the principal of, or redemption premium, if any,
payable on the Certificate;
21
GcorgctownkWO 2020: Ordinancc
(4) Modify the terms of payment of principal or of interest on the Certificate or
impose any condition with respect to such payment; or
(5) Change the requirement of with respect to Registered Owner consent to
22
GcorgctownVCO 2020: Ordinancc
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 the Registered Owner of the Certificate a copy of the proposed
amendment.
(d) Whenever at any time within one year from the date of mailing of such notice the
City shall receive an instrument or instruments executed by the Registered Owner, which
instrument or instruments shall refer to the proposed amendment and which 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 the
Registered Owner of the Certificate shall thereafter be determined, exercised, and enforced, subject
in all respects to such amendment.
(f) Any consent given by the Registered Owner of the Certificate pursuant to the
provisions of this Section shall be irrevocable for a period of six months from the date of such
consent and shall be conclusive and binding upon all future Registered Owner of the Certificate
during such period. Such consent may be revoked at any time after six months from the date of
said consent by the Registered Owner who gave such consent, or by a successor in title, by filing
notice with the City.
Section 22. RESERVED.
Section 23. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby authorizes
the disbursement of a fee equal to the lesser of (i) one -tenth of one percent of the principal amount
of the Certificate 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
Certificate.
Section 24. PERFECTION. Chapter 1208, Government Code, applies to the issuance of
the Certificate and the pledge of ad valorem taxes and revenues granted by the City under Sections
6 and 7 of this Ordinance, and such pledge is therefore valid, effective and perfected. If Texas law
is amended at any time while the Certificate is outstanding and unpaid such that the pledge of ad
valorem taxes and revenues granted by the City under Sections 6 and 7 of this Ordinance is to be
subject to the filing requirements of Chapter 9, Business & Commerce Code, then in order to
preserve to the registered owner of the Certificate the perfection of the security interest in said
pledge, the City agrees to take such measures as it determines are reasonable and necessary under
23
Georgetownk\CO 2020: Ordinance
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 25. 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 Owner of the Certificate, any right, remedy or claim under or by reason of
this Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations,
promises and agreements in this Ordinance contained by and on behalf of the City shall be for the
sole and exclusive benefit of the City and the registered owner of the Certificate.
Section 26. NO PERSONAL LIABILITY. No covenant or agreement contained in the
Certificate, this Ordinance or any corollary instrument shall be deemed to be the covenant or
agreement of any member of the City Council of the City or any officer, agent, employee or
representative of the City Council of the City in his individual capacity, and neither the directors,
officers, agents, employees or representatives of the City Council of the City nor any person
executing the Certificate shall be personally liable thereon or be subject to any personal liability
for damages or otherwise or accountability by reason of the issuance thereof, or any actions taken
or duties performed, whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty, or otherwise, all such liability being expressly released
and waived as a condition of and in consideration for the issuance of the Certificate.
Section 27. INTERPRETATIONS. All terms defined herein and all pronouns used in this
Ordinance shall be deemed to apply equally to singular and plural and to all genders. The titles and
headings of the articles and sections of this Ordinance have been inserted for convenience of
reference only and are not to be considered a part hereof and shall not in any way modify or restrict
any of the terms or provisions hereof. This Ordinance and all the terms and provisions hereof shall
be liberally construed to effectuate the purposes set forth herein and to sustain the validity of the
Certificate and the validity of the lien on and pledge of the ad valorem taxes and revenues pledged
to secure the payment of the Certificate.
Section 28. REPEALER. All ordinances, orders or resolutions, or parts thereof, which are
in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of
such conflict and the provisions of this Ordinance shall be and remain controlling as to the matters
contained herein.
Section 29. SEVERABILITY. If any provision of this Ordinance or the application
thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the
application thereof to other circumstances shall nevertheless be valid, and this governing body
hereby declares that this Ordinance would have been enacted without such invalid provision.
Section 30. EFFECTIVE DATE OF ORDINANCE. In accordance with the provisions
of Section 1201.028, Texas Government Code, this Ordinance shall be effective immediately upon
its adoption by the City Council on first and final reading.
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24
Gcorgclownk\CO 2020: Ordinance
IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, finally
passed, approved and effective on this 28th day of April, 2020.
CITY OF GEORGETOWN, TEXAS
Dale Ross, Mayor
City of Georgetown, Texas
ATTEST:
- 7jA,- a44�
R byn Denst ore, City Secretary
APPROVE A5 T ORM:
Charlie McNabb, City Attorney
Georgetown/CO/2020: Ordinance Sig Pg CO Ord
EXHIBIT A
PAYING/AGENT REGISTRAR AGREEMENT
[SEE SEPARATE TAB OF TRANSCRIPT]
A-1
Georgetown\CO 2020: Ordinance
April 28, 2020
City of Georgetown, Texas
510 W. 9th Street
Georgetown, Texas 78626
McCall, Parkhurst & Horton L.L.P.
600 Congress Avenue, Suite 1800
Austin, Texas 78701
Specialized Public Finance Inc.
248 Addie Roy #B 103
Austin, Texas 78746
I, the undersigned, being an authorized officer of Capital One Public Funding, LLC (the
"Purchaser") a qualified institutional buyer within the meaning of Regulation D promulgated under
the Securities Act of 1933 (the "33 Act"), or an "accredited investor" within the meaning of Section
2(a)(15) of the 1933 Act, engaged in the business of making loans, acknowledge that the City of
Georgetown, Texas (the "Issuer"), is issuing its Combination Tax and Revenue Certificate of
Obligation, Series 2020 (the "Certificate") for the purpose of financing certain transportation
projects as further described therein and paying the costs of issuing the Certificate. The Certificate is
to be issued under the authority of Subchapter C of Chapter 271 of the Local Government Code, as
amended, and Chapter 1502, Government Code, as amended. The Purchaser hereby acknowledges
receipt of the ordinance adopted on April 28, 2020 (the "Ordinance") authorizing the Certificate.
The Purchaser understands that the Certificate is payable from, and secured by a lien on and
pledge of, the receipts of an ad valorem tax levied in sufficient amounts (within the limits prescribed
by law) and that the Certificate is additionally secured by and payable from a limited pledge of the
surplus revenues of the Issuer's System (as defined in the Ordinance), remaining after payment of all
operation and maintenance expenses thereof, and all debt service, reserve and other requirements in
connection with all of the Issuer's revenue bonds or other obligations (now or hereafter outstanding),
which are payable from all or part of the net revenues of the Issuer's System, which amount shall not
exceed $10,000, all as provided in the Ordinance, all to provide for the payment of the interest on
and principal of the Certificate, as such interest and principal come due. In accordance with State
law, the Issuer is limited to a tax rate of $2.50 per $100 of taxable assessed valuation for certain
purposes, including the payment of debt service on certain of its debt, including the Certificate.
The Purchaser further understands that the Certificate will be sold for cash, will be approved
by the Attorney General of the State of Texas, and will be delivered in one installment in the form of
one fully -registered Certificate representing the full maturity amount of the Certificate, $11,210,000,
which Certificate is payable in annual installments, as set forth below, subject to redemption at the
option of the Issuer as set forth in the Ordinance. The Certificate will be initially registered in the
name of the Purchaser.
Georgelov CO\2020: Invest—i Ur
In connection with the Certificate, the Purchaser agrees as follows:
A. The Purchaser will purchase the Certificate, which shall be delivered to the Purchaser on or
about May 21, 2020. Interest will accrue on the outstanding principal amount each principal
installment of the Certificate at the interest rate per annum of 2.24%. The first interest
payment date for the Certificate shall be February 15, 2021, with interest payable on each
August 15 and February 15 thereafter until maturity or prior redemption. The Certificate
shall have a maturity date of August 15, 2035, and the principal of the Certificate will be
payable in annual installments, or upon redemption at the option of the Issuer, under the
terms and conditions described below. The purchase price for the Certificate shall be the
principal amount thereof. Interest on the Certificate will accrue from the date of initial
delivery. Annual principal installment payments shall be made to the registered owner of the
Certificate on August 15 of each the years, and in the amounts, shown below:
Year
Principal
Year
Principal
Installment
Installment
2021
$ 970,000
2029
$ 475,000
2022
1,050,000
2030
485,000
2023
1,070,000
2031
500,000
2024
1,095,000
2032
505,000
2025
1,125,000
2033
520,000
2026
925,000
2034
530,000
2027
950,000
2035
545,000
2028
465,000
B. It is understood and agreed that the unpaid scheduled principal installments of the Certificate
beginning on August 15, 2029 and thereafter may be redeemed in whole, but not in part,
prior to their scheduled due dates by the Issuer, on August 15, 2028 or on any interest
payment date thereafter, with ten (10) days prior written notice to the registered owner of the
Certificate at a redemption price equal to the principal amount to be redeemed plus accrued
interest thereon to the date of redemption.
C. The Certificate will be fully registered as to principal and interest, and The Bank of New
York Mellon Trust Company, National Association, Dallas, Texas (the "Bank") shall serve
as the initial paying agent and registrar for the Certificate. The Certificate is transferable in
whole, but not in part.
D. In regard to its purchase of the Certificate, the Purchaser acknowledges that no prospectus or
other offering document has been prepared; however, the Issuer has furnished the Purchaser
with all information necessary and requested by the Purchaser to permit the Purchaser to
make an informed decision concerning its purchase of the Certificate, and the Purchaser has
made such inspections and investigations as it has deemed necessary to determine the
investment quality of the Certificate and to assess all risk factors associated with the
purchase and ownership of the Certificate. The Purchaser hereby acknowledges and
represents that it has a business relationship with the Issuer and that it is familiar with the
financial condition of the Issuer and the ability of the Issuer to timely pay the principal of
Georgetown CO\2020: In-stment Ltr
and interest on the Certificate. The Purchaser has been furnished with such financial
information relating to the Issuer as it has requested for the purposes of making its
assessment of making a loan to the Issuer by purchasing the Certificate. The Purchaser has
had a reasonable opportunity to request and review such other information as it needs from
the Issuer in order to enable it to make its investment decision. The Purchaser is not relying
on McCall, Parkhurst & Horton L.L.P., the Issuer's Bond Counsel, or Specialized Public
Finance Inc., the Issuer's Financial Advisor, as to the completeness or accuracy of any
financial information provided to the Purchaser by the Issuer in connection with its
determination to make a loan to the Issuer by purchasing the Certificate.
E. The Certificate purchased by the Purchaser is being purchased for the account of the
Purchaser as evidence of a loan (and not on behalf of another), and the Purchaser has no
present intention of reselling such Certificate or dividing its interest therein, either currently
or after the passage of a fixed or determinable period of time or upon the occurrence or
nonoccurrence of any predetermined event or circumstance; provided, however that the
Purchaser reserves the right to sell, pledge, transfer, convey, hypothecate, or dispose of the
Certificate at some future date.
F. Delivery of the Certificate to the Purchaser (the "Closing") shall be made to the Purchaser on
or about May 21, 2020; provided that it is understood that the delivery date may be extended
by mutual consent of the Purchaser and the Issuer.
G. The Purchaser acknowledges that the Certificate will not be rated. In addition, the Purchaser
acknowledges that the Certificate will not be listed on any securities exchange. Further, no
trading market now exists in the Certificate, and none may exist in the future. Accordingly,
the Purchaser understands that it may need to bear the risks of this investment for an
indefinite time, since any sale prior to the maturity for the Certificate may not be possible or
may be at a price below that which the Purchaser is paying for the Certificate.
H. It is understood and agreed that the Purchaser is buying the Certificate in a private placement
by the Issuer to the Purchaser. The Certificate is exempt from any federal securities
registration requirements by virtue of Section 3(a)(2) of the Securities Act of 1933. The
private placement of the Certificate is exempt from the provisions of Rule 15c2-12 of the
Securities and Exchange Commission (the "Rule"); consequently the Issuer has not
undertaken to make any on -going disclosures for the benefit of the registered owner of the
Certificate in accordance with the Rule. However, the Ordinance requires the Issuer to
provide the Purchaser, upon request by the Purchaser, with a copy of the Issuer's
Comprehensive Annual Financial Report within 180 days of the close of each fiscal year or
if such report is not then available, by such later date as the report becomes available;
provided that the electronic posting of such report with the Municipal Securities Rulemaking
Board, the Municipal Advisory Council of Texas, or on the Issuer's website shall satisfy such
requirement.
I. This agreement shall be terminated by delivery of $11,210,000 in principal amount of the
Certificate to the Bank at the date of Closing, provided that the representations of the
Purchaser in D, E, G, and H above, shall survive the termination hereof.
Georgetown CO\2020: Investment Ltr
J. The Purchaser hereby represents that neither it, nor any parent company, wholly- or
majority- owned subsidiary, and other affiliates of the same, if any, boycotts Israel or, to the
extent this agreement is a contract for goods or services, will boycott Israel through the date
of delivery of the Certificate. The foregoing verification is made solely to comply with
Section 2271.002, Texas Government Code, and to the extent such Section does not
contravene applicable Federal law. As used in the foregoing verification, "boycotts Israel"
and "boycott Israel" means refusing to deal with, terminating business activities with, or
otherwise taking any action that is intended to penalize, inflict economic harm on, or limit
commercial relations specifically with Israel, or with a person or entity doing business in
Israel or in an Israeli -controlled territory, but does not include an action made for ordinary
business purposes. The Purchaser understands "affiliate" to mean an entity that controls, is
controlled by, or is under common control with the Purchaser and exists to make a profit.
K. The Purchaser hereby represents that, neither it, nor any parent company, wholly- or
majority- owned subsidiary, and other affiliates of the same, if any, are companies identified
on a list prepared and maintained by the Texas Comptroller of Public Accounts under
Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the
following pages of such officer's internet website:
https://comptroller.texas.gov/purchasing/docs/sudanlist.pdf,
https:Hcomptroller.texas.gov/purchasing/docs/iran-list.pdf, or
https://comptroller.texas.gov/purchasing/docs/ftolist.pdf. The foregoing representation is
made solely to comply with Section 2252.152, Texas Government Code, and to the extent
such Section does not contravene applicable Federal law and excludes the Purchaser and
each parent company, wholly- or majority -owned subsidiaries, and other affiliates of the
same, if any, that the United States government has affirmatively declared to be excluded
from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime
relating to a foreign terrorist organization. The Purchaser understands "affiliate" to mean any
entity that controls, is controlled by, or is under common control with the Purchaser and
exists to make a profit.
L. The Purchaser represents and warrants that it is exempt from the requirements of Section
2252.908 of the Texas Government Code, as amended, pursuant to subsection (c)(4) thereof,
and, accordingly, the Purchaser is not required to file a Certificate of Interested Parties Form
1295 otherwise prescribed thereunder.
M. As a condition to the purchase of the Certificate, the Purchaser shall receive at the Closing
an opinion of Bond Counsel in substantially the form attached hereto as Exhibit A. In
addition, the Purchaser shall receive, at the Closing, an opinion of the Attorney General of
the State of Texas to the effect that the Certificate has been lawfully issued by the Issuer and
is a valid and binding obligation of the Issuer under applicable laws of the State of Texas.
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Georgetown COt2020: Investment Ur
Respectfully submitted,
Capital One Public Funding, LLC
Title:
GeorgeL—M'020: [nveslmenl Ur
ACCEPTANCE
ACCEPTED, pursuant to the Ordinance adopted by the City Council of the City of
Georgetown, Texas, this the 28th day of April, 2020.
��Z r�4AJ
Mayor
City of Georgetown, Texas
Georgetown C0L020: Investment Ur
EXHIBIT A
[An opinion in substantially the following form will be delivered by McCall,
Parkhurst & Horton L.L.P., Bond Counsel, upon the delivery of the
Certificate, assuming no material changes in facts or law.]
CITY OF GEORGETOWN, TEXAS
COMBINATION TAX AND REVENUE
CERTIFICATE OF OBLIGATION, SERIES 2020
IN THE AGGREGATE PRINCIPAL AMOUNT OF $11,210,000
AS BOND COUNSEL FOR THE CITY OF GEORGETOWN, TEXAS (the "City") in
connection with the issuance of the Certificate described above (the "Certificate"), we have
examined the legality and validity of the Certificate, which bears interest from the date specified in
the text of the Certificate, until maturity or redemption, at the rate and payable on the dates specified
in the text of the Certificate and in the ordinance of the City adopted on April 28, 2020 which
authorizes the issuance of the Certificate (the "Ordinance").
WE HAVE EXAMINED the applicable and pertinent provisions of the Constitution and
laws of the State of Texas, certified copies of the pertinent proceedings of the City, and other
pertinent documents authorizing and relating to the issuance of the Certificate, including the
executed Certificate (Certificate Number R-1).
BASED ON SAID EXAMINATION, IT IS OUR OPINION that the Certificate has been
duly authorized, issued and delivered in accordance with law; that the Certificate constitutes a valid
and legally binding obligation of the City except as the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws now or
hereafter enacted relating to creditors' rights generally or by governmental immunity or general
principles of equity which permit the exercise of judicial discretion; and that ad valorem taxes
sufficient to provide for the payment of the interest on and principal of the Certificate have been
levied and pledged for such purpose, within the limits prescribed by law, on taxable property within
the City, and the Certificate is additionally secured by and payable from a limited pledge of surplus
revenues of the City's utility system all as provided in the Ordinance.
IT IS FURTHER OUR OPINION, except as discussed below, that the interest on the
Certificate is excludable from the gross income of the owner thereof for federal income tax purposes
under the statutes, regulations, published rulings, and court decisions existing on the date of this
opinion. We are further of the opinion that the Certificate is not a "specified private activity bond"
and that, accordingly, interest on the Certificate will not be included as an individual alternative
minimum tax preference item under section 57(a)(5) of the Internal Revenue Code of 1986 (the
"Code"). In expressing the aforementioned opinions, we have relied on certain representations, the
accuracy of which we have not independently verified, and assume compliance with certain
covenants regarding the use and investment of the proceeds of the Certificate and the use of the
property financed therewith. We call your attention to the fact that if such representations are
determined to be inaccurate or if the City fails to comply with such covenants, interest on the
Certificate may become includable in gross income retroactively to the date of issuance of the
Certificate.
A-1
Georgetown CO\2020: Inveslmenl Llr
EXCEPT AS STATED ABOVE, we express no opinion as to any other federal, state, or
local tax consequences of acquiring, carrying, owning, or disposing of the Certificate, including the
amount, accrual or receipt of interest on, the Certificate. Owners of the Certificate should consult
their tax advisors regarding the applicability of any collateral tax consequences of owning the
Certificate.
OUR OPINIONS ARE BASED ON EXISTING LAW, which is subject to change. Such
opinions are further based on our knowledge of facts as of the date hereof. We assume no duty to
update or supplement our opinions to reflect any facts or circumstances that may thereafter come to
our attention or to reflect any changes in any law that may thereafter occur or become effective.
Moreover, our opinions are not a guarantee of a result and are not binding on the Internal Revenue
Service (the "Service"); rather, such opinions represent our legal judgment based upon our review of
existing law and in reliance upon the representations and covenants referenced above that we deem
relevant to such opinions. The Service has an ongoing audit program to determine compliance with
rules that relate to whether interest on state or local obligations is includable in gross income for
federal income tax purposes. No assurance can be given whether or not the Service will commence
an audit of the Certificate. If an audit is commenced, in accordance with its current published
procedures the Service is likely to treat the City as the taxpayer. We observe that the City has
covenanted not to take any action, or omit to take any action within its control, that if taken or
omitted, respectively, may result in the treatment of interest on the Certificate as includable in gross
income for federal income tax purposes.
WE EXPRESS NO OPINION as to any insurance policies issued with respect to the
payments due for the principal of and interest on the Certificate, nor as to any such insurance
policies issued in the future.
OUR SOLE ENGAGEMENT in connection with the issuance of the Certificate is as Bond
Counsel for the City, and, in that capacity, we have been engaged by the City for the sole purpose of
rendering our opinions with respect to the legality and validity of the Certificate under the
Constitution and laws of the State of Texas, and with respect to the exclusion from gross income of
the interest on the Certificate for federal income tax purposes, and for no other reason or purpose.
We have not been requested to investigate or verify, and have not independently investigated or
verified any records, data, or other material relating to the financial condition or capabilities of the
City, or the disclosure thereof in connection with the sale of the Certificate, and have not assumed
any responsibility with respect thereto. We express no opinion and make no comment with respect
to the marketability of the Certificate and have relied solely on certificates executed by officials of
the City as to the current outstanding indebtedness of the City and the assessed valuation of taxable
property within the City and the sufficiency of the revenues pledged by the City.
THE FOREGOING OPINIONS represent our legal judgment based upon a review of
existing legal authorities that we deem relevant to render such opinions and are not a guarantee of a
result.
Respectfully,
A-2
Georgetown CO12020: Invesonenl Ur
GENERAL AND NO -LITIGATION CERTIFICATE
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
CITY OF GEORGETOWN §
We, the undersigned officers of the City, hereby certify as follows:
GENERAL
1. This certificate is executed for and on behalf of the City, for the benefit of the
Attorney General of the State of Texas and for the benefit of the Purchaser in connection with
the issuance of the Certificate. 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 Purchaser 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 Certificate 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 Certificate upon receipt of the Attorney General approval.
After registration, the Certificate, opinions and registration papers shall be delivered to Richard
S. Donoghue at McCall, Parkhurst & Horton L.L.P.
MATTERS RELATING TO THE CITY
3. 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 home rule charter which has not
been amended since the issuance of the most recent securities of the City approved by the
Attorney General of Texas.
4. No litigation of any nature has been filed or is now pending to restrain or enjoin
the issuance or delivery of the Certificate, or which would affect the provision made for their
payment or security, or in any manner questioning the proceedings or authority concerning the
issuance of the Certificate, and that so far as we know and believe no such litigation is
threatened.
5. Neither the corporate existence nor boundaries of the City are 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 Certificate, and no authority or proceedings for the
issuance of the Certificate have been repealed, revoked or rescinded.
GeorgetownCO \2020: GenNoLitCert
6. We officially executed and signed the Certificate with our manual signatures or by
causing facsimiles of our manual signatures to be imprinted or copied on the Certificate, 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 the
Certificate.
7. The Certificate is substantially in the form, and has been duly executed and signed
in the manner, prescribed in the Ordinance.
8. At the time we so executed and signed the Certificate 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.
9. We have caused the official seal of the City to be impressed, or printed, or copied
on the Certificate and such seal on the Certificate has been duly adopted as, and is hereby
declared to be, the official seal of the City.
10. The currently outstanding tax debt of the City including the proposed Certificate
and the other tax debt obligations to be delivered on the same day as the Certificate is set forth in
Exhibit "B" hereto.
11. The true and correct schedule showing the annual requirements of all the
outstanding tax indebtedness of the City, including the proposed Certificate and the other tax
debt obligations to be delivered on the same day as the Certificate is set forth in Exhibit "C"
hereto.
12. The currently effective ad valorem tax rolls of the City are those for the year 2019,
being the most recently approved tax rolls of the City; the taxable property in the City has been
assessed as required by law; the Tax Assessor of the City has duly verified the tax rolls; and the
assessed value of taxable property in the City upon which the annual ad valorem tax of the 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 tax rolls for the
year, as delivered to the City Secretary, and finally approved and recorded by the City Council of
the City, is $8,681,840,882.
13. With respect to all land acquired by the City in whole or in part with proceeds of
the Certificate, if any, the City will obtain an independent appraisal of such property's market
value as required by Section 252.051 of the Local Government Code.
14. No bond proposition to authorize the issuance of bonds for the same purpose as
any of the projects being financed with the proceeds of the Certificate was submitted to the
voters of the City during the preceding three years and failed to be approved.
15. A true, full and correct copy of the City's current water, sewer and electric rate
charges are attached hereto as Exhibit " 12".
GeorgetownCO \2020: GCnNoUtCert
16. A true, full and correct schedule of the income and expenses of the System for the
past three years is attached hereto as Exhibit "E".
17. The notice of intention to issue the Certificate attached hereto as Exhibit "F" was
published continuously on the City's website for at least 45 days before the date tentatively set
for the passage of the Ordinance.
18. The City has received all required disclosure filing under Section 2252.908 of the
Texas Government Code in connection with the authorization and issuance of the Certificates
and will acknowledge receipt of such filings with the Texas Ethics Commission ("TEC") in
accordance with TEC's rules.
19. The City verifies that, pursuant to Section 2271.002 of the Texas Government
Code, that all contracts with a company (as such term is defined in Section 808.001 of the Texas
Government Code) within the transcript of proceedings for the Certificate, includes a written
verification that such company (1) does not "Boycott Israel" (as such term is defined in Section
808.001 of the Texas Government Code) and (2) will not Boycott Israel during the term of the
such respective contract.
20. With respect to the contracts contained within the transcript of proceedings that
are subject to Section 2252.152, Texas Government Code, the City has verified, as of the date of
execution, none of the counter parties to those contracts are listed as scrutinized companies with
business operations in Sudan or Iran or that engage in scrutinized business operations with
foreign terrorist organizations, or are companies known to have contracts with or provide
supplies or services to a "foreign terrorist organization" or "designated foreign terrorist
organization" on the lists prepared and maintained pursuant to Texas Government Code Sections
2270.0201 or 2252.153.
[The Remainder of This Page is Intentionally Left Blank]
GeorgetownCO \2020: GenNoUtCert
SIGNED this
City Secretmy Mayor
Ci y Manager
NOTARY ACKNOWLEDGMENT
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
I(gREN E FROST
{►+ ..
NOTARY PUBLIC -STATE OF TEXAS
COMM. EXR 05-24-2020 Notary Public
NOTARY ID 1o53608-4
a
(Notary Seal)
GeorgetownCO \2020: GenNoLitCert
EXHIBIT A
DEFINITIONS
City - City of Georgetown, Texas.
Investment Letter - The Investment Letter between the City and the Purchaser, dated
April 28, 2020 relating to the Certificate.
Certificate - City of Georgetown Texas Combination Tax and Revenue
Certificate of Obligation, Series 2020 dated May 21, 2020 in the
aggregate principal amount of $11,210,000.
Ordinance - Ordinance Authorizing the Issuance of City of Georgetown, Texas
Combination Tax and Revenue Certificate of Obligation, Series
2020; Levying an Ad Valorem Tax and Pledging Certain Surplus
Revenues in Support of the Certificate; Awarding the Sale of the
Certificate; and Authorizing Other Matters Related to the Issuance
of the Certificate.
Purchaser- Capital One Public Funding, LLC
System - The City's combined waterworks, sewer and electric system.
A-1
GeorgetownCO \2020: GenNoUtCert
EXHIBIT B
CURRENTLY OUTSTANDING TAX DEBT
General Obligation Bonds, Series 2010A
$ 615,000
Combination Tax and Revenue Certificates of Obligation, Series 2011
6,060,000
Combination Tax and Revenue Certificates of Obligation, Series 2012
1,605,000
General Obligation Bonds, Series 2012
10,235,000
General Obligation Refunding Bonds, Series 2012
4,485,000
General Obligation Bonds, Series 2012A
10,295,000
Combination Tax and Revenue Certificates of Obligation, Series 2013
3,125,000
General Obligation Bonds, Series 2013
7,140,000
General Obligation Refunding Bonds, Series 2013
5,415,000
Combination Tax and Revenue Certificates of Obligation, Series 2014
1,915,000
General Obligation Bonds, Series 2014
3,990,000
General Obligation Refunding Bonds, Series 2014
8,975,000
Combination Tax and Revenue Certificates of Obligation,
Series 2015
5,485,000
Combination Tax and Revenue Certificates of Obligation,
Taxable Series 2015
5,960,000
General Obligation Bonds, Series 2015
3,725,000
General Obligation Refunding Bonds, Series 2015
3,445,000
General Obligation Bonds, Series 2015A
10,095,000
Combination Tax and Revenue Certificates of Obligation, Series 2016
16,330,000
General Obligation Bonds, Series 2016
11,210,000
B-1
GeorgetownCO \2020: GenNoLitCert
General Obligation Refunding Bonds, Series 2016
Combination Tax and Revenue Certificates of Obligation, Series 2017
General Obligation Bonds, Series 2017
General Obligation Refunding Bonds, Series 2017
Combination Tax and Revenue Certificates of Obligation, Series 2018
General Obligation Bonds, Series 2018
Combination Tax and Revenue Certificates of Obligation, Series 2019
General Obligation Bonds, Series 2019
Combination Tax and Revenue Certificate of Obligation, Series 2020*
General Obligation Bond, Series 2020*
Total
4,275,000
13,130,000
8,160,000
12,765,000
9,870,000
23,020,000
20,315,000
4,920,000
11,210,000
9,080,000
$209,235,000
* Includes the Certificate and other obligations in the process of issuance to be delivered on the same day as the
Certificate.
B-2
GeorgetownCO \2020: GenNoUtCert
EXHIBIT C
AD VALOREM TAX
DEBT SERVICE REQUIREMENTS
C-1
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EXHIBIT D
CURRENT WATER, SEWER
AND ELECTRIC RATE CHARGES
Georgetown CO\2020: GenNoLitCert D_1
EXHIBIT E
INCOME AND EXPENSES OF THE SYSTEM
Revenues
Expenses
Net Available for
Debt Service
2019 2018 2017
$ 133,160,151 $ 117,995,132 $108,968,362
104,877,303 $ 100,699,25.1 $ 91,766,019
$ 28,282,848 $ 17,295,881 $ 17,202,344
Georgetown CO\2020: GenNoLitCert E_1
EXHIBIT F
WEBSITE NOTICE POSTING
F-1
GeorgetownCO \2020: GenNoLitCert
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of May 21, 2020 (this "Agreement"), by and between
the City of Georgetown, Texas (the "Issuer"), and The Bank of New York Mellon Trust Company,
National Association, Dallas, Texas (the 'Bank").
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its $11,210,000
City of Georgetown, Texas Combination Tax and Revenue Certificate of Obligation, Series 2020
(the "Obligations"), such Obligations to be issued in fully registered form only as to the payment of
principal and interest thereon; and
WHEREAS, the Obligations are scheduled to be delivered to the initial purchaser thereof on
or about May 21, 2020; and
WHEREAS, the Issuer has selected the Bank is to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on the Obligations 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 Obligations;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment.
The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the
Obligations. As Paying Agent for the Obligations, the Bank shall be responsible for paying on
behalf of the Issuer the principal, premium (if any), and interest on the Obligations 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 Obligations. As
Registrar for the Obligations, the Bank shall keep and maintain for and on behalf of the Issuer books
and records as to the ownership of the Obligations and with respect to the transfer and exchange
thereof as provided herein and in the "Ordinance."
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Obligations.
Georget— CO2020: PAR Agreement
Section 1.02. Compensation.
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 political subdivisions, 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).
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions.
For all purposes of this Agreement, except as otherwise expressly provided or unless the
context otherwise requires:
"Acceleration Date" on any Obligation means the date on and after which the principal or
any or all installments of interest, or both, are due and payable on any Obligation which has become
accelerated pursuant to the terms of the Obligation.
"Bank Office" means the designated office for payment of the Bank as indicated in Section
6.03 hereof. 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.
"Holder" means the Person in whose name an Obligation is registered in the Obligation
Register.
"Legal Holiday" means a day on which the Bank is required or authorized to be closed.
"Ordinance" means the orders, ordinances or resolutions of the governing body of the Issuer
pursuant to which the Obligations are issued, certified by the City Secretary of the Issuer or any
other officer of the Issuer and delivered to the Bank.
"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.
Georgetown CO2020: PAR Agreement
"Predecessor Obligations" of any particular Obligation means every previous Obligation
evidencing all or a portion of the same obligation as that evidenced by such particular Obligation
(and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen Obligation for
which a replacement Obligation has been registered and delivered in lieu thereof pursuant to Section
4.06 hereof and the Ordinance).
"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 any particular
matter, any other officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.
"Register" means a register maintained by the Bank on behalf of the Issuer providing for the
registration and transfer of the Obligations.
"Stated Maturity" means the date specified in the Ordinance on which the principal of an
Obligation is scheduled to be due and payable.
Section 2.02. Other Definitions.
The terms "Bank," Issuer," and "Obligations (Obligation)" 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.
Any other terms not defined herein, shall have the meaning given to them in the Ordinance,
unless the context otherwise requires.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of Pa in A en#.
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
Obligation at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon
surrender of the Obligation to the Bank at the Bank Office.
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
Obligation when due, by computing the amount of interest to be paid each Holder and preparing and
3
Georget— CO2020: PAR Agreement
sending checks by United States Mail, first-class postage prepaid, on each payment date, to the
Holders of the Obligations (or their Predecessor Obligations) on the respective Record Date, to the
address appearing on the Obligation Register or by such other method, acceptable to the Bank,
requested in writing by the Holder at the Holder's risk and expense.
Section 3.02. Payment Dates.
The Issuer hereby instructs the Bank to pay the principal of and interest on the Obligations
on the dates specified in the Ordinance.
Section 3.03. ReAortirtiz Requirements.
To the extent required by the Internal Revenue Code of 1986, as amended, or the Treasury
Regulations, the Bank shall report to or cause to be reported to the Holders and the Internal Revenue
Service the amount of interest paid or the amount treated as interest accrued on the Obligations
which is required to be reported by the Holders on their returns of federal income tax.
ARTICLE FOUR
REGISTRAR
Section 4.01. Register - Transfers and Exchan es.
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 " Register"), and, if the Bank Office is
located outside the State of Texas, a copy of such books and records shall be kept in the State of
Texas, for recording the names and addresses of the Holders of the Obligations, the transfer,
exchange and replacement of the Obligations and the payment of the principal of and interest on the
Obligations to the Holders 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. The
Bank also agrees to keep a copy of the Obligation Register within the State of Texas. All transfers,
exchanges and replacement of Obligations shall be noted in the Register.
Every Obligation 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 Holder 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 Obligations.
To the extent possible and under reasonable circumstances, the Bank agrees that, in relation
to an exchange or transfer of Obligations, the exchange or transfer by the Holders thereof will be
completed and new Obligations delivered to the Holder or the assignee of the Holder in not more
Georgetown CO2020: PAR Agreement
than three (3) business days after the receipt of the Obligations to be cancelled in an exchange or
transfer and the written instrument of transfer or request for exchange duly executed by the Holder,
or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar.
Section 4.02. Form of Register.
The Bank, as Registrar, will maintain the Register relating to the registration, payment,
transfer and exchange of the Obligations 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 Register in
any form other than those which the Bank has currently available and currently utilizes at the time.
The Register may be maintained in written form or in any other form capable of being
converted into written form within a reasonable time.
Section 4.03. List of Holders.
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 Register. The Issuer may also inspect the
information contained in the 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 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 or other notice of a legal
proceeding and prior to the release or disclosure of any of the contents of the Register, the Bank will
notify the Issuer so that the Issuer may contest the same or such release or disclosure of the contents
of the Register.
Section 4.04. Return of Cancelled Certificates.
The Bank will, at such reasonable intervals as it determines, surrender to the Issuer,
Obligations in lieu of which or in exchange for which other Obligations have been issued, or which
have been paid.
Section 4.05. Mutilated, Destroyed,, Lost or _S_tolen_Oblipaations.
The Issuer hereby instructs the Bank, subject to the applicable provisions of the Ordinance,
to deliver and issue Obligations certificates in exchange for or in lieu of mutilated, destroyed, lost, or
stolen Obligations certificates.
In case any Obligation shall be mutilated, or destroyed, lost or stolen, the Bank, in its
discretion, may execute and deliver a replacement Obligation of like form and tenor, and in the same
denomination and bearing a number not contemporaneously outstanding, in exchange and
substitution for such mutilated Obligation, or in lieu of and in substitution for such destroyed lost or
5
Georgetown CO2020: PAR Agreement
stolen Obligation, only after (i) the filing by the Holder thereof with the Bank of evidence
satisfactory to the Bank of the destruction, loss or theft of such Obligation, 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 Obligation shall be
borne by the Holder of the Obligation mutilated, or destroyed, lost or stolen.
Section 4.06. 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 Obligations certificates it has paid pursuant to Section 3.01,
Obligations certificates it has delivered upon the transfer or exchange of any Obligations certificates
pursuant to Section 4.01, and Obligations certificates it has delivered in exchange for or in lieu of
mutilated, destroyed, lost, or stolen Obligations certificates pursuant to Section 4.06.
ARTICLE FIVE
THE BANK
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.
The Bank is also authorized to transfer funds relating to the closing and initial delivery of the
Obligations in the manner disclosed in the closing memorandum approved by the Issuer as prepared
by the Issuer's financial advisor or other agent. The Bank may act on a facsimile transmission of the
closing memorandum to be followed by an original of the closing memorandum signed by the
financial advisor or the Issuer.
Section 5.02. Reliance on Documents. I?tc.
(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 by the Issuer.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proven that the Bank was grossly negligent in ascertaining the
pertinent facts.
(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.
Georgetown CO2020: PAR Agreement
(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 Obligations, but is protected in acting
upon receipt of Obligations certificates containing an endorsement or instruction of transfer or power
of transfer which appears on its face to be signed by the Holder or an agent of the Holder. 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 the Issuer.
(e) The Bank may consult with legal 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, provided that
any such written advice or opinion is supplied to the Issuer by the Bank.
(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.
Section 5.03. Recitals of Issuer.
The recitals contained herein with respect to the Issuer and in the Obligations 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 Holder or Holders of any Obligation,
or any other Person for any amount due on any Obligation from its own funds.
Section 5.04. May Hold Obligations.
The Bank, in its individual or any other capacity, may become the owner or pledgee of
Obligations 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.
Section 5.05. Moneys Held by Bank.
If the Bank is not the sole holder of all of the Obligations, the Bank shall deposit any moneys
received from the Issuer into a segregated account to be held by the Bank solely for the benefit of the
owners of the Obligations to be used solely for the payment of the Obligations, 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 Obligations or obligations that are eligible
under the laws of the State of Texas to secure and be pledged as collateral for such accounts until the
principal and interest on such Obligations have been presented for payment and paid to the owner
thereof. Payments made from such account shall be made by check drawn on such account unless
the owner of such Obligations shall, at its own expense and risk, request such other medium of
payment.
Georgetown CO2020: PAR Agreement
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 Obligation and remaining
unclaimed for three years after the final maturity of the Obligation has become due and payable will
be paid by the Bank to the Issuer if the Issuer so elects, and the Holder of such Obligation 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 the
Bank's part, arising out of or in connection with the Bank's acceptance or administration of its duties
hereunder, including the cost and expense incurred by the Bank in defending against any claim or
from liability imposed on the Bank in connection with the Bank's exercise or performance of any of
its powers or duties under this Agreement.
Section 5.07. Interpleader.
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
District Court located in the State of Texas and County where either the Bank Office or the
administrative offices of the Issuer are 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.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment.
This Agreement may be amended only by an agreement in writing signed by both of the
parties hereto.
Section 6.02. Assi minent.
This Agreement may not be assigned by either party without the prior written consent of
the other.
Section 6.03. Notices.
Any request, demand, authorization, direction, notice, consent, waiver, or other document
Georgetown CO2020: PAR Agreement
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 set forth below:
Issuer
City of Georgetown, Texas
113 East 8th Street
Georgetown, Texas 78626
Attn: Chief Financial Officer
Paying Agent/Registrar
The Bank of New York Mellon Trust Company,
National Association
2001 Bryan Street, 1 Ith Floor
Dallas, TX 75201
Attn: President
Section 6.04. Effect of Headings.
The Article and Section headings herein are for convenience only and shall not affect the
construction hereof.
Section 6.05. Successors and Assigm.
All covenants and agreements herein by the Issuer and the Bank shall bind their respective
successors and assigns, whether so expressed or not.
Section 6.06. SeN!erahifity.
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.
Section 6.07. Benefits of Agreement.
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.
Section 6.08. Entire Agreement.
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.
Georgetown CO2020: PAR Agreement
Section 6.09. Counterparts.
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 Obligations to the Holders 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 Holders of the Obligations 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 Obligations.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Obligation Register (or a copy thereof), together with other pertinent books and records
relating to the Obligations, to the successor Paying Agent/Registrar designated and appointed by the
Issuer.
The provisions of Section 1.02, 5.02, 5.03 and 5.06 of this Agreement shall survive and
remain in full force and effect following the termination of this Agreement.
Section 6.11. Governing Law.
This Agreement shall be construed in accordance with and governed by the laws of the State
of Texas.
Section 6.12. Anti -Boycott.
The Bank represents and warrants, for purposes of Chapter 2271 of the Texas Government
Code, that at the time of execution and delivery of this Agreement, neither the Bank, nor any parent
company, wholly- or majority -owned subsidiaries or affiliates of the same, if any, boycotts Israel or
will boycott Israel during the term of this Agreement. The foregoing verification is made solely to
comply with Section 2271.002, Texas Government Code, and to the extent such Section does not
contravene applicable Federal law. As used in the foregoing verification, "boycotts Israel" and
"boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking
any action that is intended to penalize, inflict economic harm on, or limit commercial relations
specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled
territory, but does not include an action made for ordinary business purposes. The Bank understands
"affiliate" to mean an entity that controls, is controlled by, or is under common control with the
Bank and exists to make a profit.
10
Georget— CO2020: PAR Agreement
Section 6.13. Terrorist Organizations.
The Bank represents that, neither the Bank, nor any parent company, wholly- or majority -
owned subsidiaries or affiliates of the same, if any, are companies identified on a list prepared and
maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section
2270.0201, Texas Government Code, and posted on any of the following pages of such officer's
internet website:
h ttp
s: Hcoiii tat ro I l e r.texas.gov/p
tt rc lias i iig/docs
is qda ti - l i s t. p d f,
https://cotiiptroller.texas.govlpitreliasitjgldocs/ii•an-list.pdf,
or
https://coiiii)ti-o
I ler. texas.
�,o V/purchasing/docs/fto-1
ist.pdf.
The foregoing representation is made solely to comply with Section 2252.152, Texas
Government Code, and to the extent such Section does not contravene applicable Federal law and
excludes the Bank and each parent company, wholly- or majority -owned subsidiaries, and other
affiliates of the same, if any, that the United States government has affirmatively declared to be
excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime
relating to a foreign terrorist organization. The Bank understands "affiliate" to mean any entity that
controls, is controlled by, or is under common control with the Bank and exists to make a profit.
Section 6.14. Interested Parties Form Exemption.
The Bank represents and warrants that it is exempt from the requirements of Section
2252.908 of the Texas Government Code, as amended, pursuant to subsection (c)(4) thereof, and,
accordingly, the Bank is not required to file a Certificate of Interested Parties Form 1295 otherwise
prescribed thereunder.
[The remainder of this page is intentionally left blank.]
11
Georgetown CO2020: PAR Agreement
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
By:
Title:
2001 Bryan Street, 1 oth Floor
Dallas, Texas 75201
Signature Page
Georgetown CO2020: PAR Agreement
CITY OF GEORGETOWN, TEXAS
By
Mayor
808 Martin Luther King, Jr Street,
Georgetown, Texas 78626
Signature Page
Georgetow CO2020: PAR Agreement