HomeMy WebLinkAboutORD 2020-38 - General Obligation BondCERTIFICATE FOR ORDINANCE 20 7,-0 -3S
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:y2lr� ,
thus constituting a quorum. Whereupon, among other business, the following was transacted at
the Meeting: a written
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN,
TEXAS GENERAL OBLIGATION BOND, SERIES 2020; LEVYING AN AD VALOREM
TAX IN SUPPORT OF THE BOND; AWARDING THE SALE OF THE BOND; AND
AUTHORIZING OTHER MATTERS RELATED TO THE ISSUANCE OF THE BOND
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
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
Georgetown\GO 2020: Cert to Ordinance
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.
Georgetown\GO 2020: Cert to Ordinance
SIGNED AND SEALED the 28th day of April, 2020.
)L fr'r%
City Secre ary
[CITY SEAL],
Georgetown\GO 2020: Cert to Ordinance
( u
Mayor
ORDINANCE NO. 2 G 96 `JS
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN,
TEXAS GENERAL OBLIGATION BOND, SERIES 2020; LEVYING AN AD VALOREM
TAX IN SUPPFORT OF THE BOND; AWARDING THE SALE OF THE BOND; AND
AUTHORIZING OTHER MATTERS RELATED TO THE ISSUANCE OF THE BOND
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
CITY OF GEORGETOWN §
WHEREAS, at an election held within the City of Georgetown, Texas (the "City") on May
9, 2015 the voters of the City authorized the City Council of the City to issue in one or more series
the bonds set forth in the proposition set forth below:
PROPOSITION
Shall the City Council of the City of Georgetown, Texas, be authorized to issue the bonds
of the City, in one or more series or issues, in the aggregate principal amount of $105,000,000 with
the bonds of each such series or issues, respectively, to mature serially within not to exceed twenty-
five years from their date, and to be sold at such prices and bear interest at such rates, as shall be
determined within the discretion of the City Council, in accordance with law at the time of
issuance, for the purpose of constructing, improving, extending, expanding, upgrading and/or
developing streets, roads, bridges, and intersections, to wit: (i) Northwest Blvd Bridge -Fontana Dr
to Austin Ave, Rivery Blvd Extension -Williams Dr to Northwest Blvd, IH 35 NB Frontage Road -
Williams Dr to Lakeway Bridge, Southwest Bypass -Wolf Ranch Pkwy to Leander Rd, Wolf Ranch
Pkwy-DB Wood Dr to Southwest Bypass, Intersection/Capital Pool, Leander Bridge at IH 35, NE
Inner Loop -Stadium Dr to FM 971, Stadium Dr (CR 151)-Austin Ave to NE Inner Loop,
Southwestern Blvd-Raintree Dr to SE Inner Loop, SH 29 (Haven Lane to SH 130),Leander Rd
(RM 2243)- 400ft W of SW Bypass to River Ridge, DB Wood Dr- SH 29 to Oak Ridge Dr,
Southwest Bypass -Wolf Ranch Pkwy to SH29, sidewalk, safety and ADA accessibility pool and
related utility relocation, sidewalk, safety and operational improvements, purchase of any
necessary rights -of -way, drainage and other related costs and (ii) preliminary engineering and
rights -of -way acquisition for Williams Dr-Rivery Blvd. to Frontage Rd, IH 35 SB Frontage Road -
Williams Dr to Rivery Blvd, SE Inner Loop- Southwestern Blvd to IH 35, SE Inner Loop-SH 29
to Southwestern Blvd, Shell Rd -Williams Dr to Shell Spur Rd, DB Wood Dr -Oak Ridge Dr to
Lake Overlook Dr; and shall said City Council be authorized to levy and cause to be assessed and
collected annual ad valorem taxes on all taxable property in the City in an amount sufficient to pay
the annual interest on said bonds and provide a sinking fund to pay the bonds at maturity?
WHEREAS, the City Council has previously issued general obligation bonds utilizing a
total of $44,590,000 of the May 9, 2015 Proposition authorization and has reserved the right to
issue the remaining $60,410,000 of bonds authorized but unissued from the May 9, 2015
Proposition authorization with such previous general obligation bonds being as follows: its
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General Obligation Bonds, Series 2015A (utilizing $10,075,000); its General Obligation Bonds,
Series 2016 (utilizing $10,000,000); its General Obligation Bonds, Series 2017 (utilizing
$2,635,000); its General Obligation Bonds, Series 2018 (utilizing $16,550,000) and its General
Obligation Bonds, Series 2019 (utilizing 5,330,000).
WHEREAS, the City Council deems it to be in the best interest of the City to issue
$9,080,000 of the May 9, 2015 Proposition authorization, reserving the right from time to time to
issue the remaining $51,330,000 of bonds authorized but unissued from the May 9, 2015
Proposition authorization; 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
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, TEXAS:
Section 1. RECITALS AMOUNT AND PURPOSE OF THE BOND AND
VISION STATEMENT. (a) Recitals, Amount and Purpose. The recitals set forth in the
preamble hereof are incorporated herein and shall have the same force and effect as if set forth in
this section. The bond of the City is hereby authorized to be issued pursuant to Chapter 1331,
Texas Government Code, as amended and delivered in the aggregate principal amount of
$9,080,000 for the purpose of: (i) constructing, improving, extending, expanding, upgrading and/or
developing streets, roads, bridges, and intersections as further set forth in the Proposition approved
at the May 9, 2015 election (utilizing $9,080,000 of voted authority); and (ii) paying the costs of
issuing the Bond.
(b) Vision Statement. The City Council hereby finds that the enactment of this
Ordinance and issuance of the Bond complies with the Vision Statement of the City.
Section 2. DESIGNATION, DATE, DENOMINATIONS AND NUMBERS OF
BOND. The Bond issued pursuant to this Ordinance shall be designated: "CITY OF
GEORGETOWN, TEXAS GENERAL OBLIGATION BOND, SERIES 2020," and initially there
shall be issued, sold, and delivered hereunder one fully registered bond, without interest coupons,
dated May 21, 2020, in the principal amount stated above and in the denomination of $9,080,000,
numbered R-1, with bonds 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 Bond or any portion or portions thereof (in each case, the "Registered
Owner"), and the Bond shall mature and be payable in annual installments as set forth in the FORM
OF BOND set forth in this Ordinance. The term 'Bonds" as used in this Ordinance shall mean
and include collectively the bond initially issued and delivered pursuant to this Ordinance and all
substitute bonds exchanged therefor, as well as all other substitute bonds and replacement bonds
issued pursuant hereto.
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Section 3. INTEREST. The Bond shall bear interest from the date of initial delivery to
the date of maturity or redemption prior to maturity at the rate of 2.29% per annum from the date
of initial delivery through and including August 15, 2035. Said interest shall be payable in the
manner provided and on the dates stated in the FORM OF BOND set forth in this Ordinance.
Section 4. CHARACTERISTICS OF THE BOND. (a) Registration. Transfer:
Authentication. The City shall keep or cause to be kept at the principal corporate trust or other
office of TIB The Independent BankersBank, N.A., Farmers Branch, Texas (the "Paying
Agent/Registrar") books or records for the registration of the transfer and exchange of the Bond
(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 Bond to which payments with respect to the Bond 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 Bond. Registration of assignments, transfers and exchanges
of the Bond shall be made in the manner provided and with the effect stated in the FORM OF
BOND set forth in this Ordinance. Each substitute Bond shall bear a letter and/or number to
distinguish it from each other Bond.
Except as provided in subsection (c) below, an authorized representative of the Paying
Agent/Registrar shall, before the delivery of any such Bond, date and manually sign said Bond,
and no such Bond shall be deemed to be issued or outstanding unless such Bond is so executed.
The Paying Agent/Registrar promptly shall cancel the paid Bond or any Bond 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 Bond, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery
of the substitute Bond in the manner prescribed herein. Pursuant to Subchapter D, Chapter 1201,
Texas Government Code, as amended, the duty of transfer and exchange of the Bond as aforesaid
is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Bond, the
transferred and exchanged Bond shall be valid, incontestable, and enforceable in the same manner
and with the same effect as the Bond which initially was issued and delivered pursuant to this
Ordinance, approved by the Attorney General, and registered by the Comptroller of Public
Accounts.
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(b) Payment of Bond 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 Bond, 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 Bond and shall
properly and accurately record all payments on the Bond on the Registration Books, and shall keep
proper records of all transfers of the Bond, and all replacements of the Bond, 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 Bond (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Bond 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 Bond 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 Bond, all as provided, and in the manner and to the effect as
required or indicated, in the FORM OF BOND set forth in this Ordinance. The Bond initially
issued and delivered pursuant to this Ordinance (to which Bond is attached the Registration Bond
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 Bond issued in exchange for any Bond issued under
this Ordinance the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S
AUTHENTICATION BOND, in the form set forth in the FORM OF BOND.
(d) Substitute Paying AAgent/Registrar. The City covenants with the Registered Owner
of the Bond that at all times while the Bond 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 Bond 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 Bond, 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
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Owner of the Bond, by United States mail, first-class postage prepaid, which notice also shall give
the address of the new Paying Agent/Registrar. By accepting the position and performing as such,
each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance,
and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar.
(e) On the closing date, the initial Bond No. R-1 representing the entire principal
amount of the Bond, 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 BOND. The form of the Bond, including the form of Paying
Agent/Registrar's Authentication Bond, the form of Assignment and the form of Registration Bond
of the Comptroller of Public Accounts of the State of Texas to be attached to the Bond 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 Bond]
NO. R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
COUNTY OF WILLIAMSON $9,080,000
CITY OF GEORGETOWN, TEXAS
GENERAL OBLIGATION BOND,
SERIES 2020
DATE OF DELIVERY: MAY 21, 2020
REGISTERED OWNER: TIB THE INDEPENDENT BANKERSBANK, N.A.
PRINCIPAL AMOUNT: NINE MILLION EIGHTY THOUSAND DOLLARS
INTEREST RATE: 2.29%
MATURITY DATE: 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
principal of this Bond shall be paid in installments on each August 15 in the years and in the
amounts set forth in the table below:
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Principal
Payment Date Installment Payment Date
Principal
Installment
2021
$470,000
2029
$620,000
2022
530,000
2030
635,000
2023
540,000
2031
645,000
2024
555,000
2032
660,000
2025
565,000
2033
680,000
2026
580,000
2034
695,000
2027
590,000
2035
710,000
2028
605,000
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of
the United States of America, without exchange or collection charges. The City shall pay interest
on this Bond (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 Bond shall be paid to the registered owner hereof
upon presentation and surrender of this Bond at maturity, or upon the date fixed for its redemption
prior to maturity, at the corporate trust or other office of TIB The Independent BankersBank, N.A.,
Farmers Branch, Texas, which is the "Paying Agent/Registrar" for this Bond. The payment of all
other principal installments of and interest on this Bond 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 Bond (the 'Bond Ordinance") to be on deposit with the Paying
Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by
the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest
payment date, to the registered owner hereof, at its address as it appeared on the 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 Bond shall be paid to the registered owner upon presentation and surrender of
this Bond 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 Bond that on or before each
principal payment date, interest payment date, and accrued interest payment date for this Bond it
will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created
by the Bond Ordinance, the amounts required to provide for the payment, in immediately available
funds, of all principal of and interest on this Bond, when due.
IF THE DATE FOR THE PAYMENT of this Bond 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,
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Sunday, legal holiday, or day on which banking institutions are authorized to close; and payment
on such date shall have the same force and effect as if made on the original date payment was due.
THIS BOND is dated May 21, 2020 and authorized in accordance with the Constitution
and laws of the State of Texas in the aggregate principal amount of $9,080,000 for the purpose of-
(i) constructing, improving, extending, expanding, upgrading and/or developing streets, roads,
bridges, and intersections as further set forth in the Proposition approved at the May 9, 2015
election (utilizing $9,080,000 of voted authority); and (ii) paying the costs of issuing the Bond.
THE UNPAID SCHEDULED PRINCIPAL INSTALLMENTS of this Bond may be
redeemed in whole, or in part in an amount of not less than $5,000, prior to their scheduled due
dates by the City, on any date 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 Bond,
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 Bond 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 Bond has not been surrendered for payment, interest on this Bond
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 Bond or
portions thereof which are to be so redeemed. If due provision for such payment is made, all as
provided above, this Bond or portions thereof which are to be so redeemed thereby automatically
shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest
after the date fixed for redemption, and they shall not be regarded as being outstanding except for
the right of the registered owner to receive the redemption price from the Paying Agent/Registrar
out of the funds provided for such payment.
WITH RESPECT TO any optional redemption of the Bond, unless certain prerequisites
to such redemption required by the Bond Ordinance have been met and moneys sufficient to pay
the principal of and premium, if any, and interest on the Bond 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 Bond and the Paying Agent/Registrar shall give notice, in the manner in which
the notice of redemption was given, to the effect that the Bond have not been redeemed.
UPON THE PREPAYMENT or partial redemption of this Bond, the Paying
Agent/Registrar, shall note in the Prepayment Record appearing on this Bond the amount of such
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prepayment or partial redemption, the date said payment was made and the remaining unpaid
principal balance of this Bond and shall then have said entry signed by an authorized official of
the Paying Agent/Registrar. The Paying Agent/Registrar shall also record such information in the
Register, and the Paying Agent/Registrar shall also record in the Register all payments of principal
installments on such Bond when made on their respective due dates.
THIS BOND IS issuable solely as a single fully registered Bond, without interest coupons.
As provided in the Bond Ordinance, this Bond may, at the request of the registered owner or the
assignee hereof, be assigned and transferred for a like aggregate principal amount Bond, without
interest coupons, payable to the appropriate registered owner or assignee, as the case may be,
having the same denomination, upon surrender of this Bond to the Paying Agent/Registrar for
cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance.
Among other requirements for such assignment and transfer, this Bond must be presented and
surrendered to the Paying Agent/Registrar, together with the proper instruments of assignment, in
form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing
assignment of this Bond to the assignee this Bond is to be registered. The form of Assignment
printed or endorsed on this Bond may be executed by the registered owner to evidence the
assignment hereof, but such method is not exclusive, and other instruments of assignment
satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond
from time to time by the registered owner. In the case of the assignment and transfer of this Bond,
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 Bond is changed by the City, resigns,
or otherwise ceases to act as such, the City has covenanted in the Bond Ordinance that it promptly
will appoint a competent and legally qualified substitute therefor, and cause written notice thereof
to be mailed to the registered owner of the Bond.
IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly
authorized, issued, and delivered; that all acts, conditions, and things required or proper to be
performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this
Bond have been performed, existed, and been done in accordance with law; and that ad valorem
taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such
interest comes due, and as such principal matures, have been levied and ordered to be levied against
all taxable property in the City, and have been pledged for such payment, within the limit
prescribed by law.
THE CITY ALSO HAS RESERVED THE RIGHT to amend the Bond Ordinance as
provided therein, and under some (but not all) circumstances amendments thereto must be
approved by the Registered Owner of the Bond.
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BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for
inspection in the official minutes and records of the governing body of the City, and agrees that
the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each
registered owner hereof and the City.
IN WITNESS WHEREOF, the City has caused this Bond to be signed with the manual
or facsimile signature of the Mayor of the City and countersigned with the manual or facsimile
signature of the City Secretary of the City, and has caused th official seal of the City to be duly
impressed, or placed in facsimile, on this Bond.
jty Secr. . tary Mayor
(SEAL)
(b) [Form of Prepayment Record]
PREPAYMENT RECORD
Principal Prepayment
(amount and
installment(s) to Remaining Name and Title of
Date of which payment is Principal Authorized Officer Signature of Authorized
Payment applied) Balance making Entry Officer
(c) [Form of Paying Agent/Registrar's Authentication Certificate]
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
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It is hereby certified that this Bond has been issued under the provisions of the Bond
Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or
replacement of, or in exchange for, a Bond which originally was approved by the Attorney General
of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas.
Dated:
(d)
[Form of Assignment]
TIB The Independent BankersBank, N.A.,
Farmers Branch, Texas
Paying Agent/Registrar
:A
Authorized Representative
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer Identification Number of Transferee
(Please print or typewrite name and address, including zip code, of Transferee.)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer of the
within Bond 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 a member firm of
the New York Stock Exchange or
a commercial bank or trust company
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NOTICE: The signature above
must correspond with the name
of the Registered Owner as it
appears upon the front of this
Bond in every particular, with-
out alteration or enlargement or any change
whatsoever.
(e) [Form of Registration Certificate of the Comptroller of Public Accounts]
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Bond has been approved by the Attorney General of the State of
Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State
of Texas.
Witness my signature and seal this
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
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
Bond. All ad valorem taxes levied and collected for and on account of the Bond shall be deposited,
as collected, to the credit of said Interest and Sinking Fund. During each year while any part of
the Bond 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 Bond as such interest comes due, and to provide and maintain a sinking
fund adequate to pay the principal installments of the Bond as such principal matures (but never
less than 2% of the original amount of the Bond 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 Bond 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 Bond, as
such interest comes due and such principal matures, are hereby pledged for such payment, within
the limit prescribed by law.
Section 7. DEFAULT AND REMEDIES.
(a) Events of Default. Each of the following occurrences or events for the purpose of
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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 Bond when
the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement
or obligation of the City, the failure to perform which materially, adversely affects the
rights of the registered owner of the Bond, 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.
(i) No remedy herein conferred or reserved is intended to be exclusive of any
other available remedy or remedies, but each and every such remedy shall be cumulative
and shall be in addition to every other remedy given hereunder or under the Bond 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 Bond shall
not be available as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be
deemed a waiver of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Ordinance, such
registered owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to
a personal or pecuniary liability or charge against the officers, employees or trustees of the
City or the City Council.
(iv) None of the members of the City Council, nor any other official or officer,
agent, or employee of the City, shall be charged personally by the registered 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 8. USE OF BOND PROCEEDS. The proceeds of the issuance of the Bond
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shall be deposited in a special construction account of the City and used for the purposes for which
the Bond is hereby authorized to be issued.
Section 9. INVESTMENTS. The City Council may place proceeds of the Bond
(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 Government
Code, as amended; provided, however, that the City hereby covenants that the proceeds of the sale
of the Bond will be used as soon as practicable for the purposes for which the Bond are issued.
Section 10. 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 11. 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 Bond and to make money available for the payment of the Bond
in the manner provided by law and this Ordinance.
(b) The Mayor and City Secretary are authorized to execute the Bond 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 12. DEFEASANCE OF BOND.
(a) The Bond and the interest thereon shall be deemed to be paid, retired and no longer
outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent
provided in subsections (c) and (e) of this Section, when payment of the principal of such Bond,
plus interest thereon to the due date or dates (whether such due date or dates be by reason of
maturity, upon redemption, or otherwise) either (i) shall have been made or caused to be made in
accordance with the terms thereof (including the giving of any required notice of redemption or
the establishment of irrevocable provisions for the giving of such notice) or (ii) shall have been
provided for on or before such due date by irrevocably depositing with or making available to the
Paying Agent/Registrar or an eligible trust company or commercial bank for such payment (1)
lawful money of the United States of America sufficient to make such payment, (2) Defeasance
Securities, certified by an independent public accounting firm of national reputation to mature as
to principal and interest in such amounts and at such times as will ensure the availability, without
reinvestment, of sufficient money to provide for such payment and when proper arrangements
have been made by the City with the Paying Agent/Registrar or an eligible trust company or
commercial bank for the payment of its services until the Defeased Bond shall have become due
and payable or (3) any combination of (1) and (2). At such time as the Bond shall be deemed to
be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer be
secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied 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 Bond, including any insufficiency
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therein caused by the failure of the Paying Agent/Registrar (or other financial institution permitted
by law) to receive payment when due on the Defeasance Securities.
(b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of the
Bond as aforesaid when proper notice of redemption of such Bond 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 Bond 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 Bond and
premium, if any, and interest thereon, shall be applied to and used solely for the payment of the
particular Bond 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 Bond shall have become
due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar
for such Defeased Bond 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 Bond and such Bond
shall not have in fact been actually paid in full, no amendment of the provisions of this Section
shall be made without the consent of the registered owner of each Bond affected thereby.
(e) Notwithstanding the provisions of subsection (a) immediately above, to the extent
that, upon the defeasance of any Defeased Bond to be paid at its maturity, the City retains the right
under Texas law to later call that Defeased Bond for redemption in accordance with the provisions
of this Ordinance, the City may call such Defeased Bond for redemption upon complying with the
provisions of Texas law and upon the satisfaction of the provisions of subsection (a) immediately
above with respect to such Defeased Bond as though it was being defeased at the time of the
exercise of the option to redeem the Defeased Bond and the effect of the redemption is taken into
account in determining the sufficiency of the provisions made for the payment of the Defeased
Bond.
"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 Bond are rated as to
investment quality by a nationally recognized investment rating firm not less than "AAA" or its
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equivalent (iii) noncallable obligations of a state or an agency or a county, municipality, or other
political subdivision of a state that have been refunded and that, on the date the City Council adopts
or approves proceedings authorizing the issuance of refunding Bond or otherwise provide for the
funding of an escrow to effect the defeasance of the Bond, 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 Bond.
"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 13. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
BOND.
(a) Replacement Bond. In the event the Bond is damaged, mutilated, lost, stolen, or
destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new
Bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost,
stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter provided.
(b) Application for Replacement Bond. Application for replacement of a damaged,
mutilated, lost, stolen, or destroyed Bond shall be made by the Registered Owner thereof to the
Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the Registered
Owner applying for a replacement Bond shall furnish to the City and to the Paying Agent/Registrar
such security or indemnity as may be required by them to save each of them harmless from any
loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond,
the Registered Owner shall furnish to the City and to the Paying Agent/Registrar evidence to their
satisfaction of the loss, theft, or destruction of such Bond, as the case may be. In every case of
damage or mutilation of a Bond, the Registered Owner shall surrender to the Paying
Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in
the event the Bond shall have matured, and no default has occurred which is then continuing in the
payment of the principal of or interest on the Bond, the City may authorize the payment of the
same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of
issuing a replacement Bond, provided security or indemnity is furnished as above provided in this
Section.
(d) Charge for Issuing Replacement Bond. Prior to the issuance of a replacement Bond,
the Paying Agent/Registrar shall charge the Registered Owner of such Bond with all legal,
printing, and other expenses in connection therewith. Every replacement Bond issued pursuant to
the provisions of this Section by virtue of the fact that the Bond is lost, stolen, or destroyed shall
constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed Bond
shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of
this Ordinance.
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(e) Authority for Issuing Replacement Bond. In accordance with Subchapter B,
Chapter 1206, Texas Government Code, this Section shall constitute authority for the issuance of
any such replacement Bond without necessity of further action by the governing body of the City
or any other body or person, and the duty of the replacement of such Bond is hereby authorized
and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate
and deliver such Bond in the form and manner and with the effect, as provided in Section 4(a) of
this Ordinance for a Bond issued in conversion and exchange for another Bond.
Section 14. CUSTODY, APPROVAL, AND REGISTRATION OF BOND; 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 Bond issued and delivered hereunder and all necessary records and proceedings
pertaining to the Bond 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 Bond said Comptroller of Public Accounts
(or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's
Registration Bond attached to such Bond, and the seal of said Comptroller shall be impressed, or
placed in facsimile, on such Bond. The approving legal opinion of the City's bond counsel may,
at the option of the City, be printed on the Bond 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 Bond. In addition, if bond insurance is obtained, the Bond may bear an
appropriate legend as provided by the insurer.
The obligation of the initial purchaser to accept delivery of the Bond 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 Bond to the initial purchaser. The engagement of such firm as bond counsel to the
City in connection with issuance, sale and delivery of the Bond 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 15. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THE BOND.
(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 Bond 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:
(1) to take any action to assure that no more than 10 percent of the proceeds of
the Bond 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
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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 Bond, 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 Bond 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 Bond (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 Bond
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 Bond 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 Bond, 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 Bond, other than investment property acquired
with --
(A) proceeds of the Bond 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 Bond 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 Bond;
(7) to otherwise restrict the use of the proceeds of the Bond or amounts treated
as proceeds of the Bond, as may be necessary, so that the Bond does not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage);
(8) to refrain from using the proceeds of the Bond or proceeds of any prior
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bonds to pay debt service on another issue more than 90 days after the date of issue of the
Bond 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 Bond) 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 Bond 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
Bond. 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 Bond, 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 Bond 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 Bond, 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 Bond 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, Bonds 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 Bond. This Ordinance is intended to satisfy
the official intent requirements set forth in section 1.150-2 of the Treasury Regulations.
(d) Allocation Of, and Limitation On, Expenditures for the Project. The City covenants
to account for the expenditure of sale proceeds and investment earnings to be used for the purposes
described in Section 1 of this Ordinance (the "Project") on its books and records in accordance
with the requirements of the 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 Bond, or (2) the date
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the Bond 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 Bond. 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 Bond. 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 16. SALE OF BOND. The Bond is hereby sold and shall be delivered to TIB
The Independent BankersBank, N.A. (the "Purchaser"), for cash for a price of $9,080,000, 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 Bond 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 17. INVESTMENT EARNINGS ON BOND PROCEEDS. Investment
earnings derived from the investment of proceeds from the sale of the Bond shall be used along
with other Bond proceeds for the purpose for which the Bond are issued set forth in Section I
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 Bond proceeds which are required to be
rebated to the United States of America pursuant to Section 15 hereof in order to prevent the Bond
from being arbitrage bonds shall be so rebated and not considered as investment earnings for the
purposes of this Section.
Section 18. 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
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 Bond and
the sale of the Bond. In case any officer whose signature shall appear on the Bond shall cease to
be such officer before the delivery of such Bond, such signature shall nevertheless be valid and
sufficient for all purposes the same as if such officer had remained in office until such delivery.
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Section 19. NO CONTINUING DISCLOSURE UNDERTAKING. The sale of the
Bond 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.
Section 20. 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 permit or be construed to permit amendment of the terms and
conditions of this Ordinance or the Bond so as to:
(1) Make any change in the maturity of the Bond;
(2) Reduce the rate of interest borne by the Bond;
(3) Reduce the amount of the principal of, or redemption premium, if any,
payable on the Bond;
(4) Modify the terms of payment of principal or of interest on the Bond or
impose any condition with respect to such payment; or
(5) Change the requirement of with respect to Registered Owner consent to
such amendment.
(c) If at any time the City shall desire to amend this Ordinance under this Section, the
City shall send by U.S. mail to the Registered Owner of the Bond 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
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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 Bond shall thereafter be determined, exercised, and enforced, subject in
all respects to such amendment.
(f) Any consent given by the Registered Owner of the Bond 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 Bond 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 21. RESERVED.
Section 22. 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 Bond 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 Bond.
Section 23. PERFECTION. Chapter 1208, Government Code, applies to the issuance of
the Bond and the pledge of ad valorem taxes granted by the City under Section 6 of this Ordinance,
and such pledge is therefore valid, effective and perfected. If Texas law is amended at any time
while the Bond is outstanding and unpaid such that the pledge of ad valorem taxes granted by the
City under Section 6 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 Bond the
perfection of the security interest in said pledge, the City agrees to take such measures as it
determines are reasonable and necessary under Texas law to comply with the applicable provisions
of Chapter 9, Business & Commerce Code and enable a filing to perfect the security interest in
said pledge to occur.
Section 24. 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 Bond, 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 Bond.
Section 25. NO PERSONAL LIABILITY. No covenant or agreement contained in the
21
Georgelownk\GO 2020: Ordinance
Bond, 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 Bond
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 Bond.
Section 26. 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 Bond and the validity of the lien on and pledge of the ad valorem taxes pledged to
secure the payment of the Bond.
Section 27. 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 28. 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 29. 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.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
22
Georgelownk\GO 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 oss, Mayor
City of Georgetown, Texas
ATTEST:
7&6--LL,62�
Robyn De smore, City Secretary
APPROV ..T)O FORM:
Charlie McNabb, City Attorney
Georgetown\ GO 2020: Ordinance
EXHIBIT A
PAYING/AGENT REGISTRAR AGREEMENT
[SEE SEPARATE TAB OF TRANSCRIPT]
A-1
Georgetown\GO 2020: Ordinwice
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 Bond. 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 Bond 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 Bond upon receipt of the Attorney General approval. After
registration, the Bond, 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 Bond, 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 Bond, 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 Bond, and no authority or proceedings for the
issuance of the Bond have been repealed, revoked or rescinded.
6. We officially executed and signed the Bond with our manual signatures or by
causing facsimiles of our manual signatures to be imprinted or copied on the Bond, and, if
GeorgetownGO \2020: GenNOLitCert
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
Bond.
7. The Bond 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 Bond we were, and at the time of
executing this Bond 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 Bond and such seal on the Bond 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 Bond and
the other tax debt obligations to be delivered on the same day as the Bond 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 Bond and the other tax debt
obligations to be delivered on the same day as the Bond 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 Bond, 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. In connection with the election authorizing the Bond, the City complied with the
Voting Rights Act of 1965, as amended, and the Texas Election Code.
15. 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 Bond and will
acknowledge receipt of such filings with the Texas Ethics Commission ("TEC") in accordance
with TEC's rules.
16. 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
GeorgetownGO \2020: GenNoUtCert
Government Code) within the transcript of proceedings for the Bond, 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.
17. 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]
GeorgetownGO \2020: GenNoUtCert
SIGNED this
7ZA'z"" 6""& ( ,
City Secre ary Mayor
ity 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�'If�Gr gip}
��ti•++�•,,, KAREN E FROST
: 4S"' NOTARY PUBL"TATE OF TEXAS
cOMM. EXP. 05-24-2020
r'a''doi NOTARY ID 1053608-4
III+++
(Notary Seal)
GeorgetownGO \2020: GenNoUtCert
eu_lt�—V'ot—
NotaY*yPublic
EXHIBIT A
DEFINITIONS
Bond - City of Georgetown Texas General Obligation Bond, Series 2020
dated May 21, 2020 in the aggregate principal amount of
$9,080,000.
City - City of Georgetown, Texas.
Investment Letter - The Investment Letter between the City and the Purchaser, dated
April 28, 2020 relating to the Bond.
Ordinance - Ordinance Authorizing the Issuance of City of Georgetown, Texas
General Obligation Bond, Series 2020; Levying an Ad Valorem
Tax in Support of the Bond; Awarding the Sale of the Bond; and
Authorizing Other Matters Related to the Issuance of the Bond.
Purchaser - TIB The Independent BankersBank, N.A.
A-1
GeorgetownGO \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
GeorgetownGO \2020: GenNoUtCert
General Obligation Refunding Bonds, Series 2016 4,275,000
Combination Tax and Revenue Certificates of Obligation, Series 2017 13,130,000
General Obligation Bonds, Series 2017 8,160,000
General Obligation Refunding Bonds, Series 2017 12,765,000
Combination Tax and Revenue Certificates of Obligation, Series 2018 9,870,000
General Obligation Bonds, Series 2018 23,020,000
Combination Tax and Revenue Certificates of Obligation, Series 2019 20,315,000
General Obligation Bonds, Series 2019 4,920,000
Combination Tax and Revenue Certificate of Obligation, Series 2020* 11,210,000
General Obligation Bond, Series 2020* 9,080,000
Total $209,235,000
* Includes the Bond and other obligations in the process of issuance to be delivered on the same day as the Bond.
B-2
GeorgetownGO \2020: GenNoLitCert
EXHIBIT C
AD VALOREM TAX
DEBT SERVICE REQUIREMENTS
C-1
GeorgetownGO \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 TIB The Independent BankersBank, N.A.,
Farmers Branch, Texas (the 'Bank").
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its $9,080,000
City of Georgetown, General Obligation Bond, 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 Bank is the initial purchaser of the Obligations and as part of its agreement
to purchase the Obligations the Bank requested, and the Issuer agreed, that 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."
Georgetown G02020: PAR Agreement
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Obligations.
Section 1.02. Compensation.
The Bank agrees that so long as the Obligations are held by the Bank, it will serve as Paying
Agent and Registrar for the Obligations with no annual fee, and the Issuer shall 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.
"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
Georget— G02020: PAR Agreement
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 Payinz Agent.
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
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
Georgetown G02020: PAR Agreement
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. Reporting 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 Exchanges.
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
than three (3) business days after the receipt of the Obligations to be cancelled in an exchange or
4
Georgetown G02020: PAR Agreement
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 Stolen Obligations.
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
stolen Obligation, only after (i) the filing by the Holder thereof with the Bank of evidence
Georgeto— G02020: PAR Agreement
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, Etc.
(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 G02020: 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 Obligtations.
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 G02020: 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. Assisinment.
This Agreement may not be assigned by either party without the prior written consent of
the other.
Georgetown G02020: PAR Agreement
Section 6.03. Notices.
Any request, demand, authorization, direction, notice, consent, waiver, or other document
provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or
delivered to the Issuer or the Bank, respectively, at the addresses set forth below:
Issuer
City of Georgetown, Texas
113 East 8th Street
Georgetown, Texas 78626
Attn: Chief Financial Officer
Paying Agent/Registrar
TIB The Independent BankersBank, N.A.
11701 Luna Road
Farmers Branch, TX 75234
Attn: Municipal Lending
Section 6.04. Effect of Headines.
The Article and Section headings herein are for convenience only and shall not affect the
construction hereof.
Section 6.05. Successors and Assiens.
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. Severabili
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 G02020: 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
Georgetown G02020: 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:
https://comptroller.texas.
goy/purclias
ink;/docs/sudan-1 ist.pd f,
hups:Hcoiiiptroller.texas.govlpurchasing/docs/iraii-list.pdf,
or
ht.tps://comptroller.texas.
goy/purchasing/docs/fto-1
i sL pci f.
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 has delivered to the Issuer a Certificate of Interested Parties Form 1295 ("Form
1295") and certification of filing generated by the Texas Ethics Commission's (the "TEC")
electronic portal, signed by an authorized agent of the Bank prior to the execution of this Agreement
by the Issuer and the Bank. The Bank and the Issuer understand and agree that, with the exception of
information identifying the Issuer and the contract identification number in the Form 1295, the
information contained in any Form 1295 and neither the Issuer nor its consultants have verified such
information].
[The remainder of this page is intentionally left blank.]
11
Georgetown 602020: PAR Agreement
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
TIB The Independent BankersBank, N.A.
Title:
Signature Page
Georgetown G02020: PAR Agreement
CITY OF GEORGETOWN, TEXAS
Ulz
Mayor
808 Martin Luther King, Jr Street,
Georgetown, Texas 78626
Signature Page
Georgetown G02020: PAR Agreement
IN WITNESS WHEREOF, the City has caused this Bond to be signed with the manual
or facsimile signature of the Mayor of the City and countersigned with the manual or facsimile
signature of the City Secretary and has caused the official seal of the City to be duly impressed, or
placed in facsimile, on this Bond.
City Seer tary Mayor
[CITY SEAL]