HomeMy WebLinkAboutORD 2020-54 - 2020 General Obligation BondsCERTIFICATE FOR ORDINANCE NO. oZD -54
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
25TH DAY OF AUGUST, 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
Vacant, 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: W I PC , 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 REFUNDING BONDS, SERIES 2020; LEVYING AN
AD VALOREM TAX IN SUPPORT OF THE BONDS; APPROVING A PAYING
AGENT/REGISTRAR AGREEMENT, A PURCHASE AGREEMENT AND AN
ESCROW AGREEMENT; ESTABLISHING PROCEDURES FOR SELLING AND
DELIVERING THE BONDS; AND AUTHORIZING OTHER MATTERS RELATING
TO THE BONDS
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: (p
NOES:
Georgetown\GORef 2020: Certto Ordinance
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
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.
[The Remainder of This Page is Intentionally Left Blank]
Georgetown\GORef 2020: Cert to Ordinance
SIGNED AND SEALED the 25th day of August, 2020.
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City Secre ry
[CITY SEAL]
Georgetown\GORef 2020: Cert to Ordinance
44'6-R0vvl/
Mayor
ORDINANCE NO.2020--4
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN,
TEXAS GENERAL OBLIGATION REFUNDING BONDS, SERIES 2020; LEVYING AN
AD VALOREM TAX IN SUPPORT OF THE BONDS; APPROVING A PAYING
AGENT/REGISTRAR AGREEMENT, A PURCHASE AGREEMENT AND AN
ESCROW AGREEMENT; ESTABLISHING PROCEDURES FOR SELLING AND
DELIVERING THE BONDS; AND AUTHORIZING OTHER MATTERS RELATING
TO THE BONDS
Adopted August 25, 2020
Georgetown \GORefg\20\Del: Ordinance
ORDINANCE NO.2020-.S�4
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN,
TEXAS GENERAL OBLIGATION REFUNDING BONDS, SERIES 2020; LEVYING AN
AD VALOREM TAX IN SUPPORT OF THE BONDS; APPROVING A PAYING
AGENT/REGISTRAR AGREEMENT, A PURCHASE AGREEMENT AND AN
ESCROW AGREEMENT; ESTABLISHING PROCEDURES FOR SELLING AND
DELIVERING THE BONDS; AND AUTHORIZING OTHER MATTERS RELATING
TO THE BONDS
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
CITY OF GEORGETOWN §
WHEREAS, the City Council of the City of Georgetown, Texas (the "City") deems it
advisable and in the best interest of the City to refund the Refunded Obligations, as defined in
Exhibit "A" attached hereto, in order to achieve a net present value debt service savings of not less
than 3.00% of the principal amount of the Refunded Obligations net of any City contribution with
such savings, among other information and terms to be included in a pricing certificate to be
executed by the Mayor, acting as the designated pricing officer of the City, or, in the absence of
the Mayor, the Mayor Pro Tern, all in accordance with the provisions of Chapter 1207 of the Texas
Government Code, as amended ("Chapter 1207") and, to the extent applicable, Chapter 1371,
Texas Government Code, as amended ("Chapter 1371 "); and
WHEREAS, Chapter 1207 authorizes the City to issue refunding bonds and to deposit the
proceeds from the sale thereof together with any other available funds or resources, directly with
a place of payment (paying agent) for the Refunded Obligations or with a trust company or
commercial bank that does not act as depository for the City, and such deposit, if made before such
payment dates, shall constitute the making of firm banking and financial arrangements for the
discharge and final payment of the Refunded Obligations; and
WHEREAS, Chapter 1207 further authorizes the City to enter into an escrow agreement
with a paying agent for the Refunded Obligations or with an eligible trust company or commercial
bank that does not act as depository for the City with respect to the safekeeping, investment,
reinvestment, administration and disposition of any such deposit, upon such terms and conditions
as the City and such escrow agent may agree, provided that such deposits may be invested and
reinvested in Defeasance Securities (as defined herein) which shall mature and bear interest
payable at such times and in such amounts as will be sufficient to provide for the scheduled
payment or prepayment of the Refunded Obligations; and
WHEREAS, the Escrow Agreement hereinafter authorized, constitutes an agreement of
the kind authorized and permitted by said Chapter 1207; and
Georgetown \GORefg\20\Del: Ordinance
WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to
maturity within 20 years of the date of the bonds hereinafter authorized; and
WHEREAS, it is hereby officially found and determined that the meeting at which this
Ordinance was passed was open to the public, and public notice of the time, place and purpose of
said meeting was given, all as required by Chapter 551, Texas Government Code, 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 THAT:
Section 1. RECITALS. 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.
Section 2. DEFINITIONS AND VISION STATEMENT. (a) Definitions. For all
purposes of this Ordinance, except as otherwise expressly provided or unless the context otherwise
requires, the terms defined in Exhibit "A" to this Ordinance have the meanings assigned to them
in Exhibit "A".
(b) Vision Statement. The City Council hereby finds that the enactment of this
Ordinance and issuance of the Bonds complies with the Vision Statement of the City.
Section 3. AMOUNT NAME PURPOSE AND AUTHORIZATION. The Bonds,
each to be designated the "CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION
REFUNDING BOND, SERIES 2020," are hereby authorized to be issued and delivered in
accordance with the Constitution and laws of the State of Texas, particularly Chapter 1207, Texas
Government Code, as amended, and the Charter of the City. The Bonds shall be issued in the
aggregate principal amount not to exceed $5,625,000 for the purpose of providing funds for (i)
refunding the Refunded Obligations and (ii) paying the costs of issuing the Bonds. The title of the
Bonds shall be revised as appropriate by the Pricing Officer to designate the tax status of the Bonds
as taxable or tax-exempt and make other revisions to the title of the Bonds as necessary, including
as necessary to conform the title of the Bonds to the year in which they are issued.
Section 4. DATE DENOMINATION MATURITIES NUMBERS INTEREST
AND REDEMPTION. (a) Initially there shall be issued, sold, and delivered hereunder fully
registered Bonds, without interest coupons, which may be in the form of Current Interest Bonds
or Premium Compound Interest Bonds, numbered consecutively from R-1 upward, in the case of
Current Interest Bonds, and from PC-1 upward, in the case of Premium Compound Interest Bonds
(except the Initial Bond delivered to the Attorney General of the State of Texas which shall be
numbered T-1 and TPC-1 respectively or as otherwise determined in the Pricing Certificate)
payable to the respective initial Registered Owners thereof, or to the registered assignee or
assignees of said Bonds or any portion or portions thereof, in Authorized Denominations, maturing
not later than August 15, 2031, serially or otherwise on the dates, in the years and in the principal
amounts, respectively, and dated, as all set forth in the Pricing Certificate to be executed and
Georgetown GORefl20\Del: Ordinance
delivered by the Pricing Officer pursuant to subsection (b) of this section. The Pricing Certificate
is hereby incorporated in and made a part of this Ordinance. The Bonds shall be designated by the
the year in which they are awarded as set forth in the Pricing Certificate. The authority for the
Pricing Officer to execute and deliver the Pricing Certificate for the Bonds shall expire at 5:00
p.m. C.S.T. on February 25, 2021. Bonds priced on or before such time on February 25, 2021 may
may be delivered to the initial purchaser after such date. The foregoing notwithstanding, for Bonds
that satisfy the requirements of Chapter 1371, no such Bonds shall be issued pursuant to this
Ordinance after August 25, 2021, however, any such Bonds priced before such date may be closed
after August 25, 2021.
(b) As authorized by Chapter 1207, and to the extent applicable Chapter 1371, the
Pricing Officer is hereby authorized to act on behalf of the City in selling and delivering the Bonds,
determining if a Series of bonds is a Taxable Series or a Tax -Exempt Series and determining which
of the Refundable Obligations shall be refunded and constitute Refunded Obligations under this
Ordinance and carrying out the other procedures specified in this Ordinance, including determining
the date of the Bonds, any additional or different designation or title by which the Bonds shall be
known, the price at which the Bonds will be sold, the years in which the Bonds will mature, the
principal amount to mature in each of such years, the aggregate principal amount of Current
Interest Bonds and Premium Compound Interest Bonds, the rate or rates of interest to be borne by
each such maturity, the interest payment periods, the dates, price, and terms upon and at which the
Bonds shall be subject to redemption prior to maturity at the option of the City, as well as any
mandatory sinking fund redemption provisions, and all other matters relating to the issuance, sale,
and delivery of the Bonds and the refunding of the Refunded Obligations, all of which shall be
specified in the Pricing Certificate; provided that (i) the price to be paid for the Bonds shall not be
less than 90% of the aggregate original principal amount thereof plus accrued interest thereon from
its date to its delivery, (ii) none of the Bonds shall bear interest at a rate, or yield in the case of
Premium Compound Interest Bonds, greater than the maximum authorized by law, and (iii) the
refunding must produce a net present value debt service savings of at least 3.00% of the principal
amount of the Refunded Obligations, net of any City contribution. In establishing the aggregate
principal amount of the Bonds, the Pricing Officer shall establish an amount not to exceed the
amount authorized in Section 3, which shall be sufficient to provide for the purposes for which the
Bonds are authorized and to pay the costs of issuing the Bonds. The Bonds shall be sold by either
competitive sale, private placement or negotiated sale as determined by the Pricing Officer, at such
price, with and subject to such terms, as determined by the Pricing Officer in the Pricing
Certificate. The Pricing Officer may not execute a Pricing Certificate unless the minimum required
savings as described in this subsection is achieved.
It is further provided, however, that any Bonds issued pursuant to Chapter 1371 shall not
be delivered unless prior to their delivery such Bonds have been rated by a nationally -recognized
rating agency for municipal securities in one of the four highest rating categories for long-term
obligations, as required by Chapter 1371.
To achieve advantageous borrowing costs for the City, the Bonds shall be sold on a
negotiated, placement or competitive basis as determined by the Pricing Officer in the Pricing
Certificate. In determining whether to sell the Bonds by negotiated, placement or competitive sale,
sale, the Pricing Officer shall take into account any material disclosure issues which might exist at
Georgetown GORefl20\Del: Ordinance
the time, the market conditions expected at the time of the sale and any other matters which, in the
judgment of the Pricing Officer, might affect the net borrowing costs on the Bonds.
If the Pricing Officer determines that the Bonds should be sold at a competitive sale, the
Pricing Officer shall cause to be prepared a notice of sale and official statement in such manner as
the Pricing Officer deems appropriate, to make the notice of sale and official statement available
to those institutions and firms wishing to submit a bid for the Bonds, to receive such bids, and to
award the sale of the Bonds to the bidder submitting the best bid in accordance with the provisions
of the notice of sale.
If the Pricing Officer determines that the Bonds should be sold by a negotiated sale or
placement, the Pricing Officer shall designate the placement purchaser, any placement agent or the
senior managing underwriter for the Bonds and such additional investment banking firms as the
Pricing Officer deems appropriate to assure that the Bonds are sold on the most advantageous
terms to the City. The Pricing Officer, acting for and on behalf of the City, is authorized to enter
into and carry out a purchase agreement, placement agreement or other agreement for the Bonds
to be sold by negotiated sale or placement, with the underwriters, placement agent agreement or
placement purchasers at such price, with and subject to such terms as determined by the Pricing
Officer pursuant to this Section 4(b) above.
In satisfaction of Section 1201.022(a)(3), Texas Government Code, the City Council
determines that the delegation of the authority to the Pricing Officer to approve the final terms and
conditions of each Series of the Bonds as set forth in this Ordinance is, and the decisions made by
the Pricing Officer pursuant to such delegated authority and incorporated in the Pricing Certificate
will be, in the best interests and shall have the same force and effect as if such determination were
made by the City Council and the Pricing Officer is hereby authorized to make and include in a
Pricing Certificate an appropriate finding to that effect.
(c) The Current Interest Bonds shall bear interest calculated on the basis of a 360-day
year composed of twelve 30-day months from the dates specified in the FORM OF BONDS set
forth in this Ordinance to their respective dates of maturity or redemption at the rates per annum
set forth in the Pricing Certificate.
The Premium Compound Interest Bonds shall bear interest from the Issuance Date,
calculated on the basis of a 360-day year composed of twelve 30-day months (subject to rounding
to the Compounded Amounts thereof), compounded on the Compounding Dates as set forth in the
Pricing Certificate, and payable, together with the principal amount thereof, in the manner
provided in the Form of Bonds at the rates set forth in the Pricing Certificate. Attached to the
Pricing Certificate, if Premium Compound Interest Bonds are to be issued, shall be the Accretion
Table. The Accreted Value with respect to any date other than a Compounding Date is the amount
set forth on the Accretion Table with respect to the last preceding Compounding Date, plus the
portion of the difference between such amount and the amount set forth on the Accretion Table
with respect to the next succeeding Compounding Date that the number of days (based on 30-day
months) from such last preceding Compounding Date to the date for which such determination is
being calculated bears to the total number of days (based on 30-day months) from such last
preceding Compounding Date to the next succeeding Compounding Date.
Georgetown GORef\20\Del: Ordinance 4
(d) Right of Redemption. The City reserves the right, at its option, to redeem the Bonds
as set forth in the Pricing Certificate.
(e) Effect of Redemption. Notice of redemption having been given as provided in the
Pricing Certificate, the Bonds called for redemption shall become due and payable on the date
fixed for redemption and, unless the City defaults in the payment of the principal thereof or accrued
interest thereon, such Bonds thereof shall cease to bear interest from and after the date fixed for
redemption, whether or not such Bond is presented and surrendered for payment on such date. If
the Bonds thereof called for redemption are not so paid upon presentation and surrender thereof
for redemption, such Bonds thereof shall continue to bear interest at the rate stated on the Bond
until paid or until due provision is made for the payment of same.
(f) Conditional Notice of Redemption. With respect to any optional redemption of the
Bonds, unless certain prerequisites to such redemption required by this Ordinance and the Pricing
Certificate have been met and moneys sufficient to pay the principal of the premium, if any, and
interest on the Bonds to be redeemed shall have been received by the Paying Agent prior to the
giving of such notice of redemption, such notice shall sate that said redemption may, at the option
of the City, be conditional upon the satisfaction of such prerequisites and receipt of such moneys
by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon any
prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given
and such prerequisites to the redemption and sufficient moneys are not received, such notice shall
be of no force and effect, the City shall not redeem such Bonds and the Paying Agent/Registrar
shall give notice, in the manner in which the notice of redemption was given, to the effect that the
Bonds have not been redeemed.
Section 5. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer,
Conversion and Exchange; Authentication. The City shall keep or cause to be kept at the principal
corporate trust officer of such eligible institution as may be selected by the Pricing Officer in the
Pricing Certificate to serve as paying agent/registrar for the Bonds (the "Paying Agent/Registrar")
books or records for the registration of the transfer, conversion and exchange of the Bonds (the
"Registration Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar and
transfer agent to keep such books or records and make such registrations of transfers, conversions
and exchanges under such reasonable regulations as the City and Paying Agent/Registrar may
prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions and
exchanges as herein provided within three days of presentation in due and proper form. The Paying
Paying Agent/Registrar shall obtain and record in the Registration Books the address of the
Registered Owner of each Bond to which payments with respect to the Bonds shall be mailed, as
herein provided; but it shall be the duty of each Registered Owner to notify the Paying
Agent/Registrar in writing of the address to which payments shall be mailed, and such interest
payments shall not be mailed unless such notice has been given. The City shall have the right to
inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but
otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless
otherwise required by law, shall not permit their inspection by any other entity. The Paying
Agent/Registrar shall make a copy of the Registration Books available in the State of Texas. The
City shall pay the Paying Agent/Registrar's standard or customary fees and charges for making
Georgetown GORef\20\Del: Ordinance
such registration, transfer, conversion, exchange and delivery of a substitute Bond or Bonds.
Registration of assignments, transfers, conversions and exchanges of Bonds shall be made in the
manner provided and with the effect stated in the FORM OF BOND set forth in this Ordinance.
Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond.
Except as provided in Section 5(c) hereof, an authorized representative of the Paying
Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the Paying
Agent/Registrar's Authentication Certificate, and no such Bond shall be deemed to be issued or
outstanding unless such Bond is so executed. The Paying Agent/Registrar promptly shall cancel
all paid Bonds and Bonds surrendered for conversion and exchange. No additional orders,
ordinances, or resolutions need be passed or adopted by the governing body of the City or any
other body or person so as to accomplish the foregoing conversion and exchange of any Bond or
portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and
delivery of the substitute Bonds in the manner prescribed herein, and the Bonds shall be of type
composition printed on paper with lithographed or steel engraved borders of customary weight and
strength. Pursuant to Chapter 1206, Texas Government Code, as amended, and particularly
Subchapter B thereof, the duty of conversion and exchange of Bonds as aforesaid is hereby
imposed upon the Paying Agent/Registrar, and, upon the execution of the Bond, the converted and
exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the
same effect as the Bonds which initially were issued and delivered pursuant to this Ordinance,
approved by the Attorney General, and registered by the Comptroller of Public Accounts.
(b) Pgyment of Bonds and Interest. The City hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds,
all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all
payments made by the City and the Paying Agent/Registrar with respect to the Bonds, and of all
conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this
Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and
for thirty (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 each Registered Owner appearing on the
Registration Books at the close of business on the last business day next preceding the date of
mailing of such notice.
(c) In General. The Bonds (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Bonds to be payable only to the Registered
Owners thereof, (ii) may be transferred and assigned, (iii) may be converted and exchanged for
other Bonds, (iv) shall have the characteristics, (v) shall be signed, sealed, executed and
authenticated, (vi) the principal of and interest on the Bonds shall be payable, and (vii) shall be
administered and the Paying Agent/Registrar and the City shall have certain duties and
responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as
required or indicated, in the Pricing Certificate and the FORM OF BOND set forth in this
Ordinance. The Bonds initially issued and delivered pursuant to this Ordinance are not required
Georgetown GORef\20\Del: Ordinance 6
to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Bond
issued in conversion of and exchange for any Bond or Bonds issued under this Ordinance the
Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S
AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF BOND.
(d) Substitute Paying Agent/Registrar. The City covenants with the Registered Owners of
the Bonds that at all times while the Bonds are outstanding the City will provide a competent and
legally qualified bank, trust company, financial institution, or other agency to act as and perform
the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying
Agent/Registrar will be one entity. The City reserves the right to, and may, at its option, change
the Paying Agent/Registrar upon not less than 30 days written notice to the Paying
Agent/Registrar, to be effective at such time which will not disrupt or delay payment on the next
principal or interest payment date after such notice. In the event that the entity at any time acting
as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign
or otherwise cease to act as such, the City covenants that promptly it will appoint a competent and
legally qualified bank, trust company, financial institution, or other agency to act as Paying
Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the
previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a
copy thereof), along with all other pertinent books and records relating to the Bonds, to the new
Paying Agent/Registrar designated and appointed by the City. Upon any change in the Paying
Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the new Paying
Agent/Registrar to each Registered Owner of the Bonds, by United States mail, first-class postage
prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting
the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed
to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to
each Paying Agent/Registrar.
(e) Book-Ent-OnlyBook-Enta-Only System. The Bonds issued in exchange for the Bonds initially issued
as provided in Section 5(i) shall be issued in the form of a separate single fully registered Bond for
each of the maturities thereof registered in the name of Cede & Co., as nominee of The Depository
Trust Company of New York ("DTC") and except as provided in subsection (f) hereof, all of the
outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the City
and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers
and dealers, banks, trust companies, clearing corporations and certain other organizations on
whose behalf DTC was created to hold securities to facilitate the clearance and settlement of
securities transactions among DTC participants (the "DTC Participant") or to any person on behalf
of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately
preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or
obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC
Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC
Participant or any other person, other than a Registered Owner, as shown on the Registration
Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC Participant or any
person, other than a Registered Owner, as shown on the Registration Books of any amount with
respect to principal of or interest on the Bonds. Notwithstanding any other provision of this
Georgetown GORefl20\Del: Ordinance 7
Ordinance to the contrary, but to the extent permitted by law, the City and the Paying
Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is
registered in the Registration Books as the absolute owner of such Bond for the purpose of payment
of principal of and interest, with respect to such Bond, for the purposes of registering transfers
with respect to such Bond, and for all other purposes of registering transfers with respect to such
Bonds, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal
of and interest on the Bonds only to or upon the order of the respective Registered Owners, as
shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly
authorized in writing, and all such payments shall be valid and effective to fully satisfy and
discharge the City's obligations with respect to payment of principal of and interest on the Bonds
to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in
the Registration Books, shall receive a Bond evidencing the obligation of the City to make
payments of principal, and interest pursuant to this Ordinance. Upon delivery by DTC to the
Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to
interest checks being mailed to the registered owner at the close of business on the Record Date
the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC.
(f) Successor Securities Depository, Transfer Outside Book -Entry,,, -Only System. In the
event that the City determines to discontinue the book -entry system through DTC or a successor
or DTC determines to discontinue providing its services with respect to the Bond, the City shall
either (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of
the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the
appointment of such successor securities depository and transfer one or more separate Bonds to
such successor securities depository or (ii) notify DTC and DTC Participants of the availability
through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds
credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being
registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be
registered in the name of the successor securities depository, or its nominee, or in whatever name
or names the Registered Owner transferring or exchanging Bond shall designate, in accordance
with the provisions of this Ordinance.
(g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the
contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of, and interest on such Bond and all notices with respect to
such Bond shall be made and given, respectively, in the manner provided in the Letter of
Representations of the City to DTC.
(h) DTC Blanket Letter of Representations. The City confirms execution of a Blanket
Issuer Letter of Representations with DTC establishing the Book -Entry -Only System which will
be utilized with respect to the Bonds.
(i) Cancellation of Initial Boiid. On the closing date, one Initial Bond representing the
entire principal amount of the Bonds, payable in stated installments to the order of the initial
purchaser of the Bonds or its designee, executed by manual or facsimile signature of the Mayor or
Mayor Pro-Tem and City Secretary, approved by the Attorney General of Texas, and registered
Georgetown GORefl20\Del: Ordinance
and manually signed by the Comptroller of Public Accounts of the State of Texas, will be delivered
to such initial purchaser or its designee. Upon payment for the Initial Bond, the Paying
Agent/Registrar shall cancel the Initial Bond and deliver to DTC on behalf of such initial purchaser
one registered definitive Bond for each year of maturity of the Bonds, in the aggregate principal
amount of all the Bonds for such maturity.
Section 6. FORM OF BOND. The form of the Bond, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment, the form of Initial Bond and
the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to
be attached to the Bonds initially issued and delivered pursuant to this Ordinance, shall be,
respectively, substantially as follows, with such appropriate variations, omissions, or insertions as
are permitted or required by this Ordinance including any reproduction of an opinion of counsel
and information regarding the issuance of any bond insurance policy.
FORM OF BOND
All blanks and any a ro riate or necessaKy insertions or deletions to be completed as
determined by the Pricing Officer in the Pricing Certificate.
NO. R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
WILLIAMSON COUNTY $
CITY OF GEORGETOWN, TEXAS
GENERAL OBLIGATION REFUNDING BONDS,
SERIES 2020
[FORM OF FIRST PARAGRAPHS OF CURRENT INTEREST BONDS]
INTEREST RATE
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DATE OF MATURITY DATE
DELIVERY
CUSIP NO.
DOLLARS
ON THE MATURITY DATE specified above, THE CITY OF GEORGETOWN,
TEXAS (the "City"), being a political subdivision of the State of Texas, hereby promises to pay
to the Registered Owner set forth above, or registered assigns (hereinafter called the "Registered
Owner") the principal amount set forth above, and to pay interest thereon from the Date of Delivery
*To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is
inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language
in the Pricing Certificate shall be used in the executed Bonds.
Georgetown GORet\20\Del: Ordinance
set forth above, on , 20 * and semiannually thereafter on each * and
* to the maturity date specified above, or the date of redemption prior to maturity, at
the interest rate per annum specified above calculated on the basis of a 360-day year of twelve 30-
day months; except that if this Bond is required to be authenticated and the date of its
authentication is later than the first Record Date (hereinafter defined), such principal amount shall
bear interest from the interest payment date next preceding the date of authentication, unless such
date of authentication is after any Record Date but on or before the next following interest payment
date, in which case such principal amount shall bear interest from such next following interest
payment date; provided, however, that if on the date of authentication hereof the interest on the
Bond or Bonds, if any, for which this Bond is being exchanged or converted from is due but has
not been paid, then this Bond shall bear interest from the date to which such interest has been paid
in full. Notwithstanding the foregoing, during any period in which ownership of the Bonds is
determined only by a book entry at a securities depository for the Bonds, any payment to the
securities depository, or its nominee or registered assigns, shall be made in accordance with
existing arrangements between the City and the securities depository.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of
the United States of America, without exchange or collection charges. The principal of this Bond
shall 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 "Paying Agent/Registrar") at their office for
payment in * (the "Designated Payment/Transfer Office"). The payment of interest
on this Bond shall be made by the Paying Agent/Registrar to the Registered Owner hereof on each
interest payment date by check or draft, dated as of such interest payment date, drawn by the
Paying Agent/Registrar on, and payable solely from, funds of the City required by the ordinance
authorizing the issuance of this Bond (the "Ordinance") to be on deposit with the Paying
Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by
the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest
payment date, to the Registered Owner hereof, at its address as it appeared on the close of business
on the * business day of the month next preceding each such date (the "Record Date") on
the registration books kept by the Paying Agent/Registrar (the "Registration Books"). In addition,
interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested
by, and at the risk and expense of, the Registered Owner. In the event of a non-payment of interest
on a scheduled payment date, and for 30 days thereafter, a new record date for such interest
payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when
funds for the payment of such interest have been received from the City. Notice of the Special
Record Date and of the scheduled payment date of the past due interest (which shall be 15 days
after the Special Record Date) shall be sent at least five business days prior to the Special Record
Date by United States mail, first-class postage prepaid, to the address of each owner of a Bond
appearing on the Registration Books at the close of business on the last business day next preceding
the date of mailing of such notice.
DURING ANY PERIOD in which ownership of the Bonds is determined only by a book
entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity
and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and
Georgetown GORefl20\Del: Ordinance 10
bearing such interest rate shall be selected in accordance with the arrangements between the City
and the securities depository.
[FORM OF FIRST PARAGRAPHS
OF PREMIUM COMPOUND INTEREST BOND]
NO. PC -
MATURITY
AMOUNT
INTEREST RATE ISSUANCE DATE DATE OF BONDS MATURITY DATE
REGISTERED OWNER:
MATURITY AMOUNT:
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF
GEORGETOWN, TEXAS (the "City"), being a political subdivision and municipal corporation
of the State of Texas, hereby promises to pay to the Registered Owner set forth above, or registered
assigns (hereinafter called the "Registered Owner") the Maturity Amount set forth above,
representing the principal amount hereof and accrued and compounded interest hereon. Interest
shall accrue on the principal amount hereof from the Issuance Date at the interest rate per annum
specified above, calculated on the basis of a 360 day year comprised of twelve 30 day months,
compounded semiannually on * and * of each year commencing
, 20 *. For convenience of reference a table of the "Accreted Value" per $5,000
Maturity Amount is printed on the reverse side of this Bond. The term "Accreted Value" as set
forth in the table on the reverse side hereof shall mean the original principal amount plus initial
premium per $5,000 Maturity Amount compounded semiannually on and
* at the yield shown on such table.
*To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is
inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language
in the Pricing Certificate shall be used in the executed Bonds.
Georgetown GORef\20\Del: Ordinance I I
THE MATURITY AMOUNT of this Bond is payable in lawful money of the United
States of America, without exchange or collection charges. The Maturity Amount of this Bond
shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at
maturity, at the designated office for payment of S. *, which
is the "Paying Agent/Registrar" for this Bond, and shall be drawn by the Paying Agent/Registrar
on, and solely from, funds of the City required by the order authorizing the issuance of the Bonds
(the "Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter
provided, payable to the Registered Owner hereof, as it appears on the Registration Books kept by
the Paying Agent/Registrar, as hereinafter described. The City covenants with the Registered
Owner of this Bond that on or before the Maturity Date for this Bond it will make available to the
Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Ordinance, the
amounts required to provide for the payment, in immediately available funds of the Maturity
Amount, when due. Notwithstanding the foregoing, during any period in which ownership of the
Bonds is determined only by a book entry at a securities depository for the Bonds, any payment to
the securities depository, or its nominee or registered assigns, shall be made in accordance with
existing arrangements between the City and the securities depository.
[FORM OF REMAINDER OF EACH BOND]
ANY ACCRUED INTEREST due at maturity as provided herein shall be paid to the
Registered Owner upon presentation and surrender of this Bond for payment at the Designated
Payment/Transfer Office of the Paying Agent/Registrar. The City covenants with the Registered
Owner of this Bond that on or before each payment date for this Bond it will make available to the
Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Ordinance, the
amounts required to provide for the payment, in immediately available funds, of all principal of
and interest on the Bonds, when due.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where the
principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which is
not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to
close; and payment on such date shall have the same force and effect as if made on the original
date payment was due.
THIS BOND is one of a series of Bonds dated , 20 *, authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of
$ *, TO PROVIDE FUNDS FOR REFUNDING THE REFUNDED
OBLIGATIONS; AND PAYING THE COSTS ASSOCIATED WITH THE ISSUANCE OF
THE BONDS.
*To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is
inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language
in the Pricing Certificate shall be used in the executed Bonds.
Georgetown GORefl20\Del: Ordinance 12
ON , 20_*, or on any date thereafter, the Bonds of this Series maturing on
and after , 20 * may be redeemed prior to their scheduled maturities, at the option
of the City, with funds derived from any available and lawful source, at par plus accrued interest
to the date fixed for redemption as a whole, or from time to time in part, and, if in part, the particular
maturities to be redeemed shall be selected and designated by the City and if less than all of a
maturity is to be redeemed, the Paying Agent/Registrar shall determine by lot the Bonds, or a
portion thereof, within such maturity to be redeemed (provided that a portion of a Bond may be
redeemed only in an integral multiple of $5,000).
[THE BONDS MATURING ON , _* are subject to mandatory sinking fund
redemption by lot prior to maturity in the following amounts on the following dates and at a price
of par plus accrued interest to the redemption date ("Term Bonds").
Term Bonds Maturing on '20
_Redemption Date Princi al Amount `
20 $
20 t $ t
Final Maturity
THE PRINCIPAL AMOUNT of the Term Bonds required to be redeemed pursuant to
the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option
of the City by the principal amount of any Term Bonds of the stated maturity which, at least 50
days prior to a mandatory redemption date, (1) shall have been acquired by the City at a price not
exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase
thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased
and canceled by the Paying Agent/Registrar at the request of the City with monies in the Interest
and Sinking Fund at a price not exceeding the principal amount of the Term Bonds plus accrued
interest to the date of purchase thereof, or (3) shall have been redeemed pursuant to the optional
redemption provisions and not theretofore credited against a mandatory sinking fund redemption
requirement.] * *
NO LESS THAN 30 days prior to the date fixed for any optional redemption, the City
shall cause the Paying Agent/Registrar to send notice by United States mail, first-class postage
prepaid to the Registered Owner of each Bond to be redeemed at its address as it appeared on the
Registration Books of the Paying Agent/Registrar at the close of business on the 45th day prior to
the redemption date; provided, however, that the failure to send, mail or receive such notice, or
any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness
of the proceedings for the redemption of any Bonds. By the date fixed for any such redemption
due provision shall be made with the Paying Agent/Registrar for the payment of the required
redemption price for the Bonds or portions thereof which are to be so redeemed. If due provision
for such payment is made, all as provided above, the Bonds or portions thereof which are to be so
*To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is
inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language
in the Pricing Certificate shall be used in the executed Bonds.
**Use of Term Bonds, if any, to be determined by the Pricing Officer.
Georgetown GORefl20\Del: Ordinance 13
redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities,
and they shall not bear interest after the date fixed for redemption, and they shall not be regarded
as being outstanding except for the right of the Registered Owner to receive the redemption price
from the Paying Agent/Registrar out of the funds provided for such payment. If a portion of any
Bonds shall be redeemed a substitute Bond or Bonds having the same maturity date, bearing
interest at the same rate, in any denomination or denominations in any integral multiple of $5,000,
at the written request of the Registered Owner, and in aggregate principal amount equal to the
unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof for
cancellation, at the expense of the City, all as provided in the Ordinance.
WITH RESPECT TO any optional redemption of the Bonds, unless certain prerequisites
to such redemption required by the Ordinance have been met and moneys sufficient to pay the
principal of and premium, if any, and interest on the Bonds to be redeemed shall have been
received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such
notice shall state that said redemption may, at the option of the City, be conditional upon the
satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or
prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of
redemption. If a conditional notice of redemption is given and such prerequisites to the redemption
redemption and sufficient moneys are not received, such notice shall be of no force and effect, the
City shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner
in which the notice of redemption was given, to the effect that the Bonds have not been redeemed.
ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in the
Ordinance, this Bond, or any unredeemed portion hereof, may, at the request of the Registered
Owner or the assignee or assignees hereof, be assigned, transferred, converted into and exchanged
for a like aggregate principal amount of fully registered Bonds, without interest coupons, payable
to the appropriate Registered Owner, assignee or assignees, as the case may be, having the same
denomination or denominations in any integral multiple of $5,000 as requested in writing by the
appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of this
Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and
procedures set forth in the Ordinance. Among other requirements for such assignment and
transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with
proper instruments of assignment, in form and with guarantee of signatures satisfactory to the
Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in
any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or
any such portion or portions hereof is or are to be registered. The form of Assignment printed or
endorsed on this Bond may be executed by the Registered Owner to evidence the assignment
hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the
Paying Agent/Registrar may be used to evidence the assignment of this Bond or any portion or
portions hereof from time to time by the Registered Owner. The Paying Agent/Registrar's
reasonable standard or customary fees and charges for assigning, transferring, converting and
exchanging any Bond or portion thereof will be paid by the City. In any circumstance, any taxes
or governmental charges required to be paid with respect thereto shall be paid by the one requesting
such assignment, transfer, conversion or exchange, as a condition precedent to the exercise of such
privilege. The Paying Agent/Registrar shall not be required to make any such transfer, conversion,
Georgetown GORefl20\Del: Ordinance 14
conversion, or exchange during the period commencing on the close of business on any Record
Date and ending with the opening of business on the next following principal or interest payment
date.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or
transferring this Bond shall be modified to require the appropriate person or entity to meet the
requirements of the securities depository as to registering or transferring the book entry to produce
the same effect.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the City,
resigns, or otherwise ceases to act as such, the City has covenanted in the Ordinance that it
promptly will appoint a competent and legally qualified substitute therefor, and cause written
notice thereof to be mailed to the Registered Owners of the Bonds.
IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly
authorized, issued, and delivered; that all acts, conditions, and things required or proper to be
performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this
Bond have been performed, existed, and been done in accordance with law; and that ad valorem
taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such
interest comes due, and as such principal matures, have been levied and ordered to be levied against
all taxable property in the City, and have been pledged for such payment, within the limit
prescribed by law.
BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby
acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms
and provisions, acknowledges that the 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 Ordinance constitute a contract between each Registered Owner
hereof and the City.
IN WITNESS WHEREOF, the City has caused this Bond to be signed with the manual
or facsimile signature of the Mayor of the City and countersigned with the manual or facsimile
signature of the City Secretary and has caused the official seal of the City to be duly impressed,
or placed in facsimile, on this Bond.
City Secretary
Mayor
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)
Georgetown GORefl20\Del: Ordinance 15
It is hereby certified that this Bond has been issued under the provisions of the Ordinance
described in the text of this Bond; and that this Bond has been issued in conversion or replacement
of, or in exchange for, a Bond, Bonds, or a portion of a Bond or Bonds of a Series which 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
Paying Agent/Registrar
Authorized Representative
FORM OF ASSIGNMENT
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer
Identification Number of Transferee
(Please print or typewrite name and address,
including zip code, of Transferee)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer of the
within Bond on the books kept for registration thereof, with full power of substitution in the
premises.
Dated:
Signature Guaranteed:
Georgetown GORefi20\Del: Ordinance 16
NOTICE: Signature(s) must be
guaranteed by a member firm of
the New York Stock Exchange or
a commercial bank or trust company.
NOTICE: The signature above
must correspond with the name
of the Registered Owner as it
appears upon the front of this
Bond in every particular, with-
out alteration or enlargement
or any change whatsoever.
FORM OF REGISTRATION CERTIFICATE OF
THE COMPTROLLER OF PUBLIC ACCOUNTS FOR THE INITIAL BOND ONLY:
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Bond has been approved by the Attorney General of the State of
Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State
of Texas.
Witness my signature and seal this
Comptroller of Public Accounts
of the State of Texas
[COMPTROLLER'S SEAL]
INSERTIONS FOR THE INITIAL BONDS
(i) The initial Current Interest Bonds shall be in the form set forth in this Section, except that:
A. immediately under the name of the Bond, the headings "INTEREST RATE" and
"MATURITY DATE" shall both be completed with the words "As shown below" and
"CUSIP NO." shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"ON THE MATURITY DATE SPECIFIED ABOVE, the City of Georgetown, Texas
(the "Issuer"), being a political subdivision, hereby promises to pay to the Registered Owner
Georgetown GORef\20\Del: Ordinance 17
specified above, or registered assigns (hereinafter called the "Registered Owner"), from the Date
of Delivery set forth above, on , 20 * in each of the years, in the principal
installments and bearing interest at the per annum rates set forth in the following schedule:
Principal Maturity Date Interest
Amount { }* Rate
(Information for the Current Interest Bonds from the Pricing Certificate to be inserted)
The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis
of a 360-day year of twelve 30-day months) from , 20* at the respective Interest
Rate per annum specified above. Interest is payable on , 20* and semiannually on
each * and * thereafter to the date of payment of the principal installment
specified above; except, that if this Bond is required to be authenticated and the date of its
authentication is later than the first Record Date (hereinafter defined), such principal amount shall
bear interest from the interest payment date next preceding the date of authentication, unless such
date of authentication is after any Record Date but on or before the next following interest payment
date, in which case such principal amount shall bear interest from such next following interest
payment date; provided, however, that if on the date of authentication hereof the interest on the
Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then
this Bond shall bear interest from the date to which such interest has been paid in full."
C. The initial Bond shall be numbered "T-I."
(ii) The Initial Compound Interest Bond shall be in the form set forth in this Section, except
that:
A. immediately under the name of the Bond, the headings "INTEREST RATE" and
"MATURITY DATE" shall both be completed with the words "As shown below" and
"CUSIP NO. " shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"THE CITY OF GEORGETOWN, TEXAS (the "City"), being a political subdivision of
the State of Texas, hereby promises to pay to the Registered Owner set forth above, or registered
assigns (hereinafter called the "Registered Owner") the Payment at Maturity on in
each of the years and in installments of the respective Maturity Amounts set forth in the following
schedule:
Maturity Maturity Date Interest
Amount Rate
*To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is
inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language
in the Pricing Certificate shall be used in the executed Bonds.
Georgetown GORe1\20\Del: Ordinance 18
(Information for the Premium Compound Interest Bonds from the
Pricing Certificate to be inserted)
The amount shown above as the respective Maturity Amounts represent the principal amount
hereof and accrued and compounded interest hereon. Interest shall accrue on the principal amount
hereof from the Issuance Date at the interest rate per annum specified above, compounded
semiannually on * and * of each year commencing i20_ * For
convenience of reference, a table appears on the back of this Bond showing the "Compounded
Amount" of the original principal amount plus initial premium, if any, per $5,000 Maturity Amount
compounded semiannually at the yield shown on such table."
C. the Initial Premium Compound Interest Bond shall be numbered "TPC-1."
Section 7. TAX LEVY. A special Interest and Sinking Fund (the "Interest and Sinking
Fund") is hereby created solely for the benefit of the Bonds, and the Interest and Sinking Fund
shall be established and maintained by the City at an official depository bank of the City. The
Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the
City, and shall be used only for paying the interest on and principal of the Bonds. All ad valorem
taxes levied and collected for and on account of the Bonds shall be deposited, as collected, to the
credit of the Interest and Sinking Fund. During each year while any of the Bonds or interest
thereon are outstanding and unpaid, the governing body of the City shall compute and ascertain a
rate and amount of ad valorem tax which will be sufficient, within the limit prescribed by law, to
raise and produce the money required to pay the interest on the Bonds as such interest comes due,
and to provide and maintain a sinking fund adequate to pay the principal of the Bonds as such
principal matures (but never less than 2% of the original principal amount of the Bonds as a sinking
fund each year); and the tax shall be based on the latest approved tax rolls of the City, with full
allowance being made for tax delinquencies and the cost of tax collection. The rate and amount
of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property
in the City for each year while any of the Bonds or interest thereon are outstanding and unpaid;
and the tax shall be assessed and collected each such year and deposited to the credit of the Interest
and Sinking Fund. The ad valorem taxes sufficient to provide for the payment of the interest on
and principal of the Bonds, as such interest comes due and such principal matures, are hereby
pledged for such payment, within the limit prescribed by law. Accrued interest on the Bonds on
their date of initial delivery, if any, shall be deposited in the Interest and Sinking Fund.
Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the pledge
of the ad valorem taxes granted by the City under this Section, and is therefore valid, effective,
and perfected. If Texas law is amended at any time while the Bonds are outstanding and unpaid
such that the pledge of the ad valorem taxes granted by the City under this Section is to be subject
to the filing requirements of Chapter 9, Business & Commerce Code, then in order to preserve to
the Owners of the Bonds the perfection of the security interest in said pledge, the City agrees to
take such measures as it determines are reasonable and necessary under Texas law to comply with
*To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is
inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language
in the Pricing Certificate shall be used in the executed Bonds.
Georgetown GORefl20\Del: Ordinance 19
the applicable provisions of Chapter 9, Business & Commerce Code and enable a filing to perfect
the security interest in said pledge to occur.
Section 8. ESTABLISHMENT OF ESCROW FUND. (a) Use of Funds. The City
hereby covenants that the proceeds of the sale of the Bonds will be used as soon as practicable for
the purposes for which the Bonds are issued.
(b) Security for Funds. All funds created by this Ordinance shall be secured in the
manner and to the fullest extent required by law for the security of funds of the City.
(c) Maintenance of Funds. Any funds created pursuant to this Ordinance, other than
the Escrow Fund, may be created as separate funds or accounts or as subaccounts of the City's
General Fund held by the City's depository, and, as such, not held in separate bank accounts, such
treatment shall not constitute a commingling of the monies in such funds or of such funds and the
City shall keep full and complete records indicating the monies and investments credited to each
such fund.
(d) Escrow Fund. A portion of the proceeds of the Bonds, together with any cash
contribution, in an amount necessary to refund the Refunded Obligations shall be deposited in the
Escrow Fund created and governed by the terms of the Escrow Agreement.
Section 9. DEFEASANCE OF BONDS (a) Any Bond and the interest thereon shall be
deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of
this Ordinance, except to the extent provided in subsections (c) and (e) of this Section, when
payment of the principal of such Bond, plus interest thereon to the due date or dates (whether such
due date or dates be by reason of maturity, upon redemption, or otherwise) either (i) shall have
been made or caused to be made in accordance with the terms thereof (including the giving of any
required notice of redemption or the establishment of 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 all Defeased Bonds shall
have become due and payable or (3) any combination of (1) and (2). At such time as a Bond shall
be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall
no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein
levied as provided in this Ordinance, and such principal and interest shall be payable solely from
such money or Defeasance Securities 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
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.
Georgetown GOReA20\Del: Ordinance 20
(b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of a Bond
as aforesaid when proper notice of redemption of such Bonds shall have been given or upon the
establishment of 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 also be invested
in Defeasance Securities, maturing in the amounts and at the times as hereinbefore set forth, and
all income from all Defeasance Securities in possession of the Paying Agent/Registrar or an
eligible trust company or commercial bank pursuant to this Section which is not required for the
payment of such Bond and premium, if any, and interest thereon with respect to which such money
has been so deposited, shall be remitted to the City.
(c) Notwithstanding any provision of any other Section of this Ordinance which may be
contrary to the provisions of this Section, all money or Defeasance Securities set aside and held in
trust pursuant to the provisions of this Section for the payment of principal of the Bonds and
premium, if any, and interest thereon, shall be applied to and used solely for the payment of the
particular Bonds and premium, if any, and interest thereon, with respect to which such money or
Defeasance Securities have been so set aside in trust. Until all Defeased Bonds shall have become
due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar
for such Defeased Bonds the same as if they had not been defeased, and the City shall make proper
arrangements to provide and pay for such services as required by this Ordinance.
(d) Notwithstanding anything elsewhere in this Ordinance, if money or Defeasance
Securities have been deposited or set aside with the Paying Agent/Registrar or an eligible trust
company or commercial bank pursuant to this Section for the payment of Bonds and such Bonds
shall not have in fact been actually paid in full, no amendment of the provisions 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.
Section 10. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost,
stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered,
a new Bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated,
lost, stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter provided.
(b) Application for Replacement Bonds. Application for replacement of damaged,
mutilated, lost, stolen, or destroyed Bonds shall be made by the Registered Owner thereof to the
Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the Registered
Georgetown GORef\20\Del: Ordinance 21
Owner applying for a replacement bond shall furnish to the City and to the Paying Agent/Registrar
such security or indemnity as may be required by them to save each of them harmless from any
loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond,
the Registered Owner shall furnish to the City and to the Paying Agent/Registrar evidence to their
satisfaction of the loss, theft, or destruction of such Bond, as the case may be. In every case of
damage or mutilation of a Bond, the Registered Owner shall surrender to the Paying
Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the
event any such Bond shall have matured, and no default has occurred which is then continuing in
the payment of the principal of, redemption premium, if any, or interest on the Bond, the City may
authorize the payment of the same (without surrender thereof except in the case of a damaged or
mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is
furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement Bond,
the Paying Agent/Registrar shall charge the Registered Owner of such Bond with all legal,
printing, and other expenses in connection therewith. Every replacement Bond issued pursuant to
the provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall
constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed Bond
shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of
this Ordinance equally and proportionately with any and all other Bonds duly issued under this
Ordinance.
(e) Authority for Issuing Replacement Bonds. In accordance with Subchapter B of Texas
Government Code, Chapter 1206, this Section of this Ordinance shall constitute authority for the
issuance of any such replacement Bond without necessity of further action by the governing body
of the City or any other body or person, and the duty of the replacement of such Bonds is hereby
authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall
authenticate and deliver such Bonds in the form and manner and with the effect, as provided in
Section 4(a) of this Ordinance for Bonds issued in conversion and exchange for other Bonds.
Section 11. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND_
COUNSEL'S OPINION AND ENGAGEMENT; CUSIP NUMBERS AND CONTINGENT
INSURANCE PROVISION, IF OBTAINED. The Mayor of the City is hereby authorized to
have control of the Bonds initially issued and delivered hereunder and all necessary records and
proceedings pertaining to the Bonds pending their delivery and their investigation, examination
and approval by the Attorney General of the State of Texas, and their registration by the
Comptroller of Public Accounts of the State of Texas. Upon registration of the Bonds said
Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller)
shall manually sign the Comptroller's Registration Certificate attached to such Bonds, and the seal
of said Comptroller shall be impressed, or placed in facsimile, on such certificate. The approving
legal opinion of the City's Bond Counsel (with an appropriate certificate pertaining thereto
executed by facsimile signature of the City Secretary or the Deputy City Secretary of the City), a
statement regarding any insurance policy and the assigned CUSIP numbers, if any, may, at the
option of the City, be printed on or attached to the Bonds issued and delivered under this
Georgetown GORefl20\De1: Ordinance 22
Ordinance, but such additions or attachments shall not have any legal effect, and shall be solely
for the convenience and information of the registered owners of the Bonds. In addition, if bond
insurance or other credit enhancement is obtained, the Bonds may bear an appropriate legend.
All officers of the City are authorized to execute such documents, certificates and receipts
as they may deem appropriate in order to consummate the delivery of the Bonds in accordance
with any applicable purchase agreement between the City and the initial purchaser of the Bonds.
The Pricing Officer is hereby authorized to have control of the Initial Bond and all necessary
records and proceedings pertaining thereto pending investigation, examination and approval of the
Attorney General of the State of Texas, registration by the Comptroller of Public Accounts of the
State of Texas, and registration with, and initial exchange or transfer by, the Paying
Agent/Registrar. After registration by the Comptroller of Public Accounts of the State of Texas,
delivery of the Bonds shall be made to the purchaser under and subject to the general supervision
and direction of the Pricing Officer, against receipt by the City of all amounts due to the City under
the terms of sale.
The obligation of the initial purchaser to accept delivery of the Bonds 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 Bonds to the initial purchaser. The engagement of such firm as bond counsel
to the City in connection with issuance, sale and delivery of the Bonds 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 or the City Manager and the Mayor or the City
Manager is hereby authorized to execute such engagement letter. Additionally, a closing
instruction letter executed by the City Manager or its Chief Financial Officer shall further provide
for the fees and expenses to be paid for such bond counsel services.
Section 12. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THE TAX-EXEMPT BONDS. (a) Covenants. The City covenants to take any action necessary
to assure, or refrain from any action which would adversely affect, the treatment of the Tax -
Exempt Bonds as obligations described in section 103 of the Internal Revenue Code of 1986, as
amended (the "Code"), the interest on which is not includable in the "gross income" of the holder
for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows:
(1) to use all proceeds of the Tax -Exempt Bonds for the payment of principal,
interest and redemption premium, if any, on the Refunded Obligations;
(2) to take any action to assure that no more than 10 percent of the proceeds of the
Tax -Exempt Bonds or the Refunded Obligations or the projects financed or refinanced
therewith (less amounts deposited to a reserve fund, if any) are used for any "private
business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of
the proceeds of the Tax -Exempt Bonds or the Refunded Obligations or the projects
financed or refinanced therewith are so used, such amounts, whether or not received by the
City, with respect to such private business use, do not, under the terms of this Ordinance
or any underlying arrangement, directly or indirectly, secure or provide for the payment of
Georgetown GORefl20\Del: Ordinance 23
more than 10 percent of the debt service on the Tax -Exempt Bonds, in contravention of
section 141(b)(2) of the Code;
(3) 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 Tax -Exempt
Bonds or the Refunded Obligations or the projects financed or refinanced therewith (less
amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is
used for a "private business use" which is "related" and not "disproportionate," within the
meaning of section 141(b)(3) of the Code, to the governmental use;
(4) 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 Tax -Exempt Bonds (less amounts deposited
into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other
than state or local governmental units, in contravention of section 141(c) of the Code;
(5) to refrain from taking any action which would otherwise result in the Tax -
Exempt Bonds being treated as "private activity bonds" within the meaning of section
141(b) of the Code;
(6) to refrain from taking any action that would result in the Tax -Exempt Bonds
being "federally guaranteed" within the meaning of section 149(b) of the Code;
(7) to refrain from using any portion of the proceeds of the Tax -Exempt Bonds,
directly or indirectly, to acquire or to replace funds which were used, directly or indirectly,
to acquire investment property (as defined in section 148(b)(2) of the Code) which
produces a materially higher yield over the term of the Tax -Exempt Bonds, other than
investment property acquired with --
(A) proceeds of the Tax -Exempt Bonds invested for a reasonable temporary
period of 3 years or less or, in the case of a refunding bond, for a period of 90 days
or less until such proceeds are needed for the purpose for which the bonds are
issued,
(B) amounts invested in a bona fide debt service fund, within the meaning
of section 1.148-1 (b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Tax -Exempt Bonds;
(8) to otherwise restrict the use of the proceeds of the Tax -Exempt Bonds or
amounts treated as proceeds of the Tax -Exempt Bonds, as may be necessary, so that the
Tax -Exempt Bonds do not otherwise contravene the requirements of section 148 of the
Code (relating to arbitrage);
Georgetown GORefl20\Del: Ordinance 24
(9) to refrain from using the proceeds of the Tax -Exempt Bonds or proceeds of any
prior bonds to pay debt service on another issue more than 90 days after the date of issue
of the Tax -Exempt Bonds in contravention of the requirements of section 149(d) of the
Code (relating to advance refundings); and
(10) to pay to the United States of America at least once during each five-year
period(beginning on the date of delivery of the Tax -Exempt Bonds) an amount that is at
least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of
the Code and to pay to the United States of America, not later than 60 days after the Tax -
Exempt Bonds have been paid in full, 100 percent of the amount then required to be paid
as a result of Excess Earnings under section 148(f) of the Code.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (10), a "Rebate
Fund" is hereby established by the City for the sole benefit of the United States of America, and
such fund shall not be subject to the claim of any other person, including without limitation the
bondholders. The Rebate Fund is established for the additional purpose of compliance with section
148 of the Code.
(c) Proceeds. The City understands that the term "proceeds" includes "disposition
proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred
proceeds (if any) and proceeds of the Refunded Obligations not expended prior to the date of
issuance of the Tax -Exempt Bonds. It is the understanding of the City that the covenants contained
herein are intended to assure compliance with the Code and any regulations or rulings promulgated
by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings
are hereafter promulgated which modify or expand provisions of the Code, as applicable to the
Tax -Exempt Bonds, the City will not be required to comply with any covenant contained herein
to the extent that such failure to comply, 'in the opinion of nationally recognized bond counsel,
will not adversely affect the exemption from federal income taxation of interest on the Tax -Exempt
Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter
promulgated which impose additional requirements which are applicable to the Tax -Exempt
Bonds, the City agrees to comply with the additional requirements to the extent necessary, in the
opinion of nationally recognized bond counsel, to preserve the exemption from federal income
taxation of interest on the Tax -Exempt Bonds under section 103 of the Code. In furtherance of
such intention, the City hereby authorizes and directs the Mayor, the City Manager, the Assistant
City Manager or Finance Director of the City to execute any documents, certificates or reports
required by the Code and to make such elections, on behalf of the City, which may be permitted
by the Code as are consistent with the purpose for the issuance of the Tax -Exempt Bonds.
(d) Disposition of Project. The City covenants that the property constituting the projects
financed or refunded with the proceeds of the Tax -Exempt Bonds will not be sold or otherwise
disposed in a transaction resulting in the receipt by the City of cash or other compensation, unless
the City obtains an opinion of nationally -recognized bond counsel that such sale or other
disposition will not adversely affect the tax-exempt status of the Tax -Exempt Bonds. For purposes
of this subsection, the portion of the property comprising personal property and disposed in the
ordinary course shall not be treated as a transaction resulting in the receipt of cash or other
compensation. For purposes of this subsection, the City shall not be obligated to comply with this
Georgetown GORef\20\Del: Ordinance 25
covenant if it obtains an opinion of nationally -recognized bond counsel to the effect that such
failure to comply will not adversely affect the excludability for federal income tax purposes from
gross income of the interest.
Section 13. APPROVAL OF OFFERING DOCUMENTS PAYING
AGENT/REGISTRAR AGREEMENT AND ESCROW AGREEMENT. The Pricing Officer
Officer is hereby authorized to approve a Preliminary Official Statement, an Official Statement
relating to the Bonds and any addenda, supplement or amendment thereto and to deem such
documents final in accordance with Rule 15c2-12 if the Bonds are sold in a public offering. The
City further approves the distribution of such Official Statement in the reoffering of the Bonds by
the underwriters in final form, with such changes therein or additions thereto as the Pricing Officer
executing the same may deem advisable, such determination to be conclusively evidenced by his
execution thereof.
The Paying Agent/Registrar Agreement by and between the City and the Paying
Agent/Registrar ("Paying Agent Agreement") in substantially the form and substance previously
approved by the City Council is hereby approved and the Pricing Officer is hereby authorized and
directed to complete, amend, modify and execute the Paying Agent Agreement as necessary. The
Pricing Officer is hereby authorized to select an eligible bank, trust company, financial institution,
or other eligible entity act as paying agent and registrar for the Bonds in accordance with the terms
of this Ordinance.
The discharge and defeasance of Refunded Obligations shall be effectuated pursuant to the
terms and provisions of an Escrow Agreement, in the form and containing the terms and provisions
as shall be approved by a Pricing Officer, including any insertions, additions, deletions, and
modifications as may be necessary (a) to carry out the program designed for the City by the
underwriters or purchaser, (b) to maximize the City's present value savings and/or to minimize the
City's costs of refunding, (c) to comply with all applicable laws and regulations relating to the
refunding of the Refunded Obligations and (d) to carry out the other intents and purposes of this
Ordinance; and, the Pricing Officer is hereby authorized to execute and deliver such Escrow
Agreement, on behalf of the City, in multiple counterparts. The Pricing Officer is hereby
authorized to select an eligible bank, trust company, financial institution, or other eligible entity
act as escrow agent for the Refunded Obligations in accordance with the terms of this Ordinance.
To maximize the City's present value savings and to minimize the City's costs of refunding,
the City hereby authorizes and directs that certain of the Refunded Obligations shall be called for
redemption prior to maturity in the amounts, at the dates and at the redemption prices set forth in
the Pricing Certificate, and the Pricing Officer is hereby authorized and directed to take all
necessary and appropriate action to give or cause to be given a notice of redemption to the holders
or paying agent/registrars, as appropriate, of such Refunded Obligations, in the manner required
by the documents authorizing the issuance of such Refunded Obligations.
The Pricing Officer and the Escrow Agent are each hereby authorized (a) to subscribe for,
agree to purchase, and purchase Defeasance Securities that are permitted investments for a
defeasance escrow established to defease Refunded Obligations, and to execute any and all
subscriptions, purchase agreements, commitments, letters of authorization and other documents
Georgetown GORefl20\Del: Ordinance 26
necessary to effectuate the foregoing, and any actions heretofore taken for such purpose are hereby
ratified and approved, and (b) to authorize such contributions to the escrow fund as are provided
in the Escrow Agreement.
Section 14. INSURANCE PROVISIONS. In connection with the sale of the Bonds, the
City may obtain municipal bond insurance policies from one or more recognized municipal bond
insurance organizations (the "Bond Insurer" or "Bond Insurers") to guarantee the full and complete
payment required to be made by or on behalf of the City on the Bonds. The Pricing Officer is
hereby authorized to sign a commitment letter or insurance agreement with the Bond Insurer or
Bond Insurers and to pay the premium for the bond insurance policies at the time of the delivery
of the Bonds to the initial purchaser out of the proceeds of sale of the Bonds or from other available
funds and to execute such other documents and certificates as necessary in connection with the
bond insurance policies as the Pricing Officer may deem appropriate. Printing on the Bonds
covered by the bond insurance policies a statement describing such insurance, in form and
substance satisfactory to the Bond Insurer and the Pricing Officer, is hereby approved and
authorized. The Pricing Certificate may contain provisions related to the bond insurance policies,
including payment provisions thereunder, and the rights of the Bond Insurer or Insurers, and any
such provisions shall be read and interpreted as an integral part of this Ordinance.
Section 15. CONTINUING DISCLOSURE UNDERTAKING. The Pricing Officer
shall designate in the Pricing Certificate whether or not the provisions of this Section with respect
to the City's continuing disclosure undertaking will apply to the Bonds. In the event the Pricing
Officer affirmatively elects that the City will make a continuing disclosure undertaking pursuant
to the Rule in connection with the issuance of the Bonds, the following provisions shall be effective
with respect to the Bonds, unless modified by the Pricing Officer in the Pricing Certificate as
necessary to facilitate the sale of the Bonds:
(a) Annual Reports. The City shall provide annually to the MSRB, (1) within six months
after the end of each fiscal year of the City ending in or after 2020, financial information and
operating data with respect to the City of the general type included in the final Official Statement
authorized by this Ordinance, being information of the type described in the Pricing Certificate,
including financial statements of the City if audited financial statements of the City are then
available, and (2) if not provided as part of such financial information and operating data, audited
financial statements of the City, when and if available. Any financial statements to be provided
shall be (i) prepared in accordance with the accounting principles described in the Pricing
Certificate, or such other accounting principles as the City may be required to employ from time
to time pursuant to state law or regulation, and in substantially the form included in the Official
Statement, and (ii) audited, if the City commissions an audit of such financial statements and the
audit is completed within the period during which they must be provided. If the audit of such
financial statements is not complete within 12 months after any such fiscal year end, then the City
shall file unaudited financial statements within such 12-month period and audited financial
statements for the applicable fiscal year, when and if the audit report on such statements becomes
available.
Georgetown GORefl20\Del: Ordinance 27
If the City changes its fiscal year, it will file notice of the change (and of the date of the
new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be
required to provide financial information and operating data pursuant to this Section.
(b) Event Notices. The City shall file notice of any of the following events with respect
to the Bonds with the MSRB in a timely manner and not more than 10 business days after the
occurrence of the event:
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or
final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other
material notices or determinations with respect to the tax status of the Bonds, or other material
events affecting the tax status of the Bonds;
(7) Modifications to rights of holders of the Bonds, if material;
(8) Bond calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Bonds, if
material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership, or similar event of the City;
(13) The consummation of a merger, consolidation, or acquisition involving the City or
the sale of all or substantially all of the assets of the City, other than in the ordinary course of
business, the entry into a definitive agreement to undertake such an action or the termination of a
definitive agreement relating to any such actions, other than pursuant to its terms, if material;
(14) Appointment of a successor or additional trustee or the change of name of a trustee,
if material;
(15) Incurrence of a Financial Obligation of the City, if material, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms of a Financial
Obligation of the City, any of which affect security holders, if material; and
Georgetown GORef\20\Del: Ordinance 28
(16) Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a Financial Obligation of the City, any of which reflect financial
difficulties.
For these purposes, (a) any event described in the immediately preceding paragraph (12) is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any
other proceeding under state or federal law in which a court or governmental authority has assumed
jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has
been assumed by leaving the existing governing body and officials or officers of the City in
possession but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the City and (b) the City intends the words used in the immediately preceding
paragraphs (15) and (16) and the definition of Financial Obligation in this Section to have the same
meanings as when they are used in the Rule, as evidenced by SEC Release No. 34-83885, dated
August 20, 2018.
The City shall file notice with the MSRB, in a timely manner, of any failure by the City to
provide financial information or operating data in accordance with subsection (a) of this Section
by the time required by such subsection.
(c) Limitations Disclaimers and Amendments. The City shall be obligated to observe
and perform the covenants specified in this Section for so long as, but only for so long as, the City
remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except
that the City in any event will give notice of any deposit made in accordance with Section 9 of this
Ordinance that causes the Bonds no longer to be outstanding.
The provisions of this Section are for the sole benefit of the holders and beneficial owners
of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or
equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide
only the financial information, operating data, financial statements, and notices which it has
expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any
other information that may be relevant or material to a complete presentation of the City's financial
results, condition, or prospects or hereby undertake to update any information provided in
accordance with this Section or otherwise, except as expressly provided herein. The City does not
make any representation or warranty concerning such information or its usefulness to a decision
to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF
ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF
ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
Georgetown GORefl20\Del: Ordinance 29
No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or a change
in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the
primary offering of the Bonds in compliance with the Rule, taking into account any amendments
or interpretations of the Rule to the date of such amendment as well as such changed
circumstances, and (2) either (a) the holders of a majority in aggregate principal amount of the
outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the City
(such as nationally recognized bond counsel) determines that such amendment will not materially
impair the interests of the holders and beneficial owners of the Bonds. The City may also repeal
or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of
the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are
invalid, and the City also may amend the provisions of this Section in its discretion in any other
manner or circumstance, but in either case only if and to the extent that the provisions of this
sentence would not have prevented an underwriter from lawfully purchasing or selling Bonds in
the primary offering of the Bonds, giving effect to (i) such provisions as so amended and (ii) any
amendments or interpretations of the Rule. If the City so amends the provisions of this Section,
the City shall include with any amended financial information or operating data next provided in
accordance with this subsection (a) of this Section an explanation, in narrative form, of the reasons
for the amendment and of the impact of any change in the type of financial information or operating
data so provided.
(d) Format, Identifying Information, and Incorporation by Reference. All financial
information, operating data, financial statements, and notices required by this Section to be
provided to the MSRB shall be provided in an electronic format and be accompanied by identifying
information prescribed by the MSRB.
Financial information and operating data to be provided pursuant to subsection (a) of this
Section may be set forth in full in one or more documents or may be included by specific reference
to any document (including an official statement or other offering document) available to the
public on the MSRB's Internet website or filed with the SEC.
Section 16. AMENDMENT OF ORDINANCE. The City hereby reserves the right to
amend this Ordinance subject to the following terms and conditions, to -wit:
(a) The City may from time to time, without the consent of any holder, except as
otherwise required by paragraph (b) below, amend or supplement this Ordinance in order to (i)
cure any ambiguity, defect or omission in this Ordinance that does not materially adversely affect
Georgetown GORef\20\Del: Ordinance 30
the interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii)
add events of default as shall not be inconsistent with the provisions of this Ordinance and that
shall not materially adversely affect the interests of the holders, (iv) qualify this Ordinance under
the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from
time to time in effect, (v) obtain insurance or ratings on the Bonds, (vi) obtain the approval of the
Attorney General of the State Texas, or (vii) make such other provisions in regard to matters or
questions arising under this Ordinance as shall not be inconsistent with the provisions of this
Ordinance and that shall not in the opinion of the City's Bond Counsel materially adversely affect
the interests of the holders.
(b) Except as provided in paragraph (a) above, the holders of Bonds aggregating in
principal amount 51 % of the aggregate principal amount of then outstanding Bonds that are the
subject of a proposed amendment shall have the right from time to time to approve any amendment
hereto that may be deemed necessary or desirable by the City; provided, however, that without the
consent of 100% of the holders in aggregate principal amount of the then outstanding Bonds,
nothing herein contained shall permit or be construed to permit amendment of the terms and
conditions of this Ordinance or in any of the Bonds so as to:
(1) Make any change in the maturity of any of the outstanding Bonds;
(2) Reduce the rate of interest borne by any of the outstanding Bonds;
(3) Reduce the amount of the principal of, or redemption premium, if any,
payable on any outstanding Bonds;
(4) Modify the terms of payment of principal or of interest or redemption
premium on outstanding Bonds or any of them or impose any condition with respect
to such payment; or
(5) Change the minimum percentage of the principal amount of any series of
Bonds necessary for consent to such amendment.
(c) If at any time the City shall desire to amend this Ordinance under this Section, the
City shall send by U.S. mail to each registered owner of the affected Bonds a copy of the proposed
amendment and cause notice of the proposed amendment to be published at least once in a financial
publication published in The City of New York, New York or in the State of Texas. Such published
notice shall briefly set forth the nature of the proposed amendment and shall state that a copy
thereof is on file at the office of the City for inspection by all holders of such Bonds.
(d) Whenever at any time within one year from the date of publication of such notice
the City shall receive an instrument or instruments executed by the holders of at least 51 % in
aggregate principal amount of all of the Bonds then outstanding that are required for the
amendment, which instrument or instruments shall refer to the proposed amendment and that shall
specifically consent to and approve such amendment, the City may adopt the amendment in
substantially the same form.
Georgetown GORefl20\Del: Ordinance 31
(e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be modified and amended in accordance with such
amendatory Ordinance, and the respective rights, duties, and obligations of the City and all holders
of such affected Bonds shall thereafter be determined, exercised, and enforced, subject in all
respects to such amendment.
(f) Any consent given by the holder of a Bond pursuant to the provisions of this Section
shall be irrevocable for a period of six months from the date of the publication of the notice
provided for in this Section, and shall be conclusive and binding upon all future holders of the
same Bond during such period. Such consent may be revoked at any time after six months from
the date of the publication of said notice by the holder who gave such consent, or by a successor
in title, by filing notice with the City, but such revocation shall not be effective if the holders of
51 % in aggregate principal amount of the affected Bonds then outstanding, have, prior to the
attempted revocation, consented to and approved the amendment.
Section 17. DEFAULT AND REMEDIES. (a) Events of Default. Each of the following
occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of
Default:
(i) the failure to make payment of the principal of or interest on any of the Bonds
when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the City, the failure to perform which materially, adversely affects the rights
of the Registered Owners of the Bonds, including, but not limited to, their prospect or
ability to be repaid in accordance with this Ordinance, and the continuation thereof for a
period of 60 days after notice of such default is given by any Registered Owner to the City.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any
Registered Owner or an authorized representative thereof, including, but not limited to, a
trustee or trustees therefor, may proceed against the City, or any official, officer or
employee of the City in their official capacity, for the purpose of protecting and enforcing
the rights of the Registered Owners under this Ordinance, by mandamus or other suit,
action or special proceeding in equity or at law, in any court of competent jurisdiction, for
any relief permitted by law, including the specific performance of any covenant or
agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or
in violation of any right of the Registered Owners hereunder or any combination of such
remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for
the equal benefit of all Registered Owners of Bonds then outstanding.
(c) Remedies Not Exclusive.
Georgetown GORefl20\Del: Ordinance 32
(i) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and
shall be in addition to every other remedy given hereunder or under the Bonds or now or
hereafter existing at law or in equity; provided, however, that notwithstanding any other
provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall
not be available as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed
a waiver of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Ordinance, such
Registered Owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to
a personal or pecuniary liability or charge against the officers, employees or trustees of the
City or the City Council.
(iv) None of the members of the City Council, nor any other official or officer,
agent, or employee of the City, shall be charged personally by the Registered Owners with
any liability, or be held personally liable to the Registered Owners under any term or
provision of this Ordinance, or because of any Event of Default or alleged Event of Default
under this Ordinance.
Section 18. ABILITY TO SELL BONDS BY PRIVATE PLACEMENT.
Notwithstanding anything else in this Ordinance to the contrary, in the event that the Pricing
Officer determines that it is in the best interest of the City, the Pricing Officer may elect to sell the
Bonds by a private placement to a financial institution or other purchaser. In the event the Bonds
are sold in such a private placement, the Pricing Officer may elect to have the purchaser deliver
an investment letter approved by the City's bond counsel as the bond purchase agreement
contemplated by this Ordinance and the Pricing Officer is hereby authorized to sign such
investment letter. In the event such investment letter contains customary representations that the
purchaser is a sophisticated investor purchasing the Bonds without an intent to resell the Bonds
and has received sufficient disclosure from the City, the Bonds may be sold in such a private
placement without the Official Statement contemplated by this Ordinance. The Pricing Certificate
executed with respect to such a private placement may also provide for a Form of Bond which
requires a single Bond with an authorized denomination in the aggregate principal amount of the
Bond that is payable in annual principal installments. The Pricing Officer may also elect in the
Pricing Certificate for such a private placement to modify the continuing disclosure requirements
set forth in Section 15 hereof as necessary and customary for such a private placement transaction.
Additionally, the Pricing Officer may determine that any Bonds sold in such a private placement
need not be rated by a rating agency and accordingly that such Bonds not be issued pursuant to the
authority of Chapter 1371.
Section 19. NO RECOURSE AGAINST CITY OFFICIALS. No recourse shall be had
for the payment of principal of or interest on the Bonds or for any claim based thereon or on this
Ordinance against any official of the City or any person executing any Bonds.
Georgetown GORefl20\Del: Ordinance 33
Section 20. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby authorizes
the disbursement of a fee equal to the lesser of (i) one -tenth of one percent of the principal amount
of the Bonds or (ii) $9,500, provided that such fee shall not be less than $750, to the Attorney
General of Texas Public Finance Division for payment of the examination fee charged by the State
of Texas for the Attorney General's review and approval of public securities and credit agreements,
as required by Section 1202.004 of the Texas Government Code. The appropriate member of the
City's staff is hereby instructed to take the necessary measures to make this payment. The City is
also authorized to reimburse the appropriate City funds for such payment from proceeds of the
Bonds.
Section 21. FURTHER ACTIONS. The officers and employees of the City are hereby
authorized, empowered and directed from time to time and at any time to do and perform all such
acts and things and to execute, acknowledge and deliver in the name and under the corporate seal
and on behalf of the City all such instruments, whether or not herein mentioned, as may be
necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Bonds,
the initial sale and delivery of the Bonds, the Paying Agent/Registrar Agreement, the Bond
Purchase Agreement and the Official Statement. In addition, prior to the initial delivery of the
Bonds, the Pricing Officer, Chief Financial Officer of the City and Bond Counsel are hereby
authorized and directed to approve any changes or corrections to this Ordinance or to any of the
instruments authorized and approved by this Ordinance necessary in order to (i) correct any
ambiguity or mistake or properly or more completely document the transactions contemplated and
approved by this Ordinance and as described in the Official Statement or (ii) obtain the approval
of the Bonds by the Texas Attorney General's office.
In case any officer of the City whose signature shall appear on any Bond shall cease to be
such officer before the delivery of such Bond, such signature shall nevertheless be valid and
sufficient for all purposes the same as if such officer had remained in office until such delivery.
Section 22. 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 Bonds and the validity of the lien on and pledge to secure the payment of the Bonds.
Section 23. INCONSISTENT PROVISIONS. All ordinances or resolutions, or parts
thereof, which are in conflict or inconsistent with any provisions of this Ordinance are hereby
repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
Section 24. INTERESTED PARTIES. Nothing in this Ordinance expressed or implied
implied is intended or shall be construed to confer upon, or to give to, any person or entity, other
than the City and the registered owners of the Bonds, any right, remedy or claim under or by reason
of this Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations,
Georgetown GORefl20\Del: Ordinance 34
promises and agreements in this Ordinance contained by and on behalf of the City shall be for the
sole and exclusive benefit of the City and the registered owners of the Bonds.
Section 25. NO PERSONAL LIABILITY. No covenant or agreement contained in the
Bonds, this Ordinance or any corollary instrument shall be deemed to be the covenant or agreement
of any member of the City Council or any officer, agent, employee or representative of the City
Council in his individual capacity, and neither the directors, officers, agents, employees or
representatives of the City Council nor any person executing the Bonds 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 Bonds.
Section 26. SEVERABILITY. The provisions of this Ordinance are severable; and in
case any one or more of the provisions of this Ordinance or the application thereof to any person
or circumstance should be held to be invalid, unconstitutional, or ineffective as to any person or
circumstance, the remainder of this Ordinance nevertheless shall be valid, and the application of
any such invalid provision to persons or circumstances other than those as to which it is held
invalid shall not be affected thereby.
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Georgetown GORefl20\Del: Ordinance 35
IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and
approved on the first and final reading on the 25th day of August, 2020.
Dale Ross, Mayor
City of Georgetown, Texas
ATTEST:
Robyn Densmore, City Secretary
City of Georgetown, Texas
APPROVED AS TO FORM:
By:
Skye sson, City Attorney
Georgetown GORefl20\Del: Ordinance
EXHIBIT A
DEFINITIONS
As used in this Ordinance, the following terms and expressions shall have the meanings set
forth below, unless the text hereof specifically indicates otherwise:
"Accountant" means an independent certified public accountant or accountants or a firm of
an independent certified public accountants, in either case, with demonstrated expertise and
competence in public accountancy.
"Accreted Value" means, with respect to a Premium Compound Interest Bond, as of any
particular date of calculation, the original principal amount thereof, plus all interest accrued and
compounded to the particular date of calculation, as determined in accordance with the Pricing
Certificate and the Accretion Table attached as an exhibit to the Pricing Certificate relating to the
respective Bonds that shows the Accreted Value per $5,000 maturity amount on the calculation
date of maturity to its maturity.
"Accretion Table" means the exhibit attached to the Pricing Certificate that sets forth the
rounded original principal amounts at the Issuance Date for the Premium Compound Interest
Bonds and the Accreted Values and maturity amounts thereof as of each Compounding Date until
final maturity.
"Authorized Denominations" means the denomination of $5,000 or any integral multiple
thereof with respect to the Current Interest Bonds and in the denomination of $5,000 in maturity
amount or any integral multiple thereof with respect to the Premium Compound Interest Bonds;
provided that if the Bonds are sold pursuant to a private placement, the Pricing Officer may
determine in the Pricing Certificate that the Authorized Denomination for a Bond is its principal
amount.
"Bond Insurer" or "Insurer" means the provider of a municipal bond insurance policy, if
any, for the Bonds as determined by the Pricing Officer in the Pricing Certificate or any other
entity that insures or guarantees the payment of principal and interest on any Bonds.
"Bonds" means the Bonds and includes collectively all Taxable Bonds and Tax -Exempt
Bonds issued as the Premium Compound Interest Bonds and Current Interest Bonds initially issued
and delivered pursuant to this Ordinance and the Pricing Certificate and all substitute Bonds
exchanged therefor, as well as all other substitute bonds and replacement bonds issued pursuant
hereto, and the term "Bond" shall mean any of the Bonds.
"Book -Entry -Only System" means the book -entry system of bond registration provided in
Section 5, or any successor system of book -entry registration.
"Business Day" means any day which is not a Saturday, Sunday or a day on which the
Paying Agent/Registrar is authorized by law or executive order to remain closed.
Georgetown GORet\20\Del: Ordinance
"Cede & Co." means the designated nominee and its successors and assigns of The
Depository Trust Company, New York.
"City" and "Issuer" mean the City of Georgetown, Texas, and where appropriate, the City
Council.
"City, Council" means the governing body of the City.
"Closing Date" means the date of initial delivery of and payment for the Bonds.
"Compounded Amount" means, with respect to a Premium Compound Interest Bond, as of
any particular date of calculation, the original principal amount thereof plus all interest accrued
and compounded to the particular date of calculation.
"Compounding Dates" means the dates on which interest is compounded on the Premium
Compound Interest Bonds as set forth in the Accretion Table attached to the Pricing Certificate.
"Current Interest Bonds" means the Bonds paying current interest and maturing in each of
the years and in the aggregate principal amounts set forth in the Pricing Certificate.
"Defeasance Securities" means (i) Federal Securities, (ii) noncallable obligations of an
agency or instrumentality of the United States of America, including obligations that are
unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the
City Council adopts or approves proceedings authorizing the issuance of refunding bonds or
otherwise provide for the funding of an escrow to effect the defeasance of the Bonds are rated as
to investment quality by a nationally recognized investment rating firm not less than "AAA" or its
equivalent, (iii) noncallable obligations of a state or an agency or a county, municipality, or other
political subdivision of a state that have been refunded and that, on the date the City Council adopts
or approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the
funding of an escrow to effect the defeasance of the Bonds, are rated as to investment quality by a
nationally recognized investment rating firm no less than "AAA" or its equivalent, and (iv) any
other then authorized securities or obligations under applicable State law that may be used to
defease obligations such as the Bonds. The foregoing notwithstanding, the Pricing Officer may
elect in the Pricing Certificate to modify the definition of "Defeasance Securities" by eliminating
any securities or obligations set forth in the preceding sentence upon determining that it is in the
best interests of the City to do so.
"Depository" means one or more official depository banks of the City.
"DTC" means The Depository Trust Company, New York, New York and its successors
and assigns.
"DTC Participant" means securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among DTC Participants.
Georgetown GORefl20\Del: Ordinance
"Escrow Agent" means the financial institution selected by the Pricing Officer to perform
such function in the Pricing Certificate or any successor escrow agent under the Escrow
Agreement.
"Escrow Agreement" means the agreement by and between the City and the Escrow Agent
relating to refunding the Refunded Obligations.
"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.
"Financial Obligation" means a (a) debt obligation; (b) derivative instrument entered into
in connection with, or pledged as security or a source of payment for, an existing or planned debt
obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that
"financial obligation" shall not include municipal securities (as defined in the Securities Exchange
Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been
provided to the MSRB consistent with the Rule.
"Fiscal Year" means the twelve-month accounting period used by the City currently ending
on September 30 of each year, which may be any twelve consecutive month period established by
the City.
"Holder," "Holders," "Owners" or "Registered Owners" means any person or entity in
whose name a Bond is registered in the Register, for any Bonds.
"Initial Bonds" means the Bonds authorized, issued, and initially delivered as provided in
Section 4 of this Ordinance.
"Insurance Policy" means an insurance policy, if any, issued by any insurer guaranteeing
the scheduled principal of and interest on the Bonds when due.
"Interest and Sinking Fund"means the special fund maintained by the provisions of Section
7 of this Ordinance.
"Interest Payment Date" means a date on which interest on the Bonds is due and payable.
"Issuance Date" means the date of delivery of the related Series of the Bonds.
WSRB" means the Municipal Securities Rulemaking Board.
"Ordinance" means this ordinance finally adopted by the City Council on August 25, 2020.
"Outstanding", when used with respect to Bonds, means, as of the date of determination,
all Bonds theretofore delivered under this Ordinance, except:
Georgetown GORef\20\Del: Ordinance
(1) Bonds theretofore cancelled and delivered to the City or delivered to the Paying
Agent/Registrar for cancellation;
(2) Bonds deemed paid pursuant to the provisions of Section 9 of this Ordinance;
(3) Bonds upon transfer of or in exchange for and in lieu of which other Bonds have been
authenticated and delivered pursuant to this Ordinance
(4) Bonds under which the obligations of the City have been released, discharged or
extinguished in accordance with the terms thereof.
"Paying Agent/Registrar" means such eligible bank, trust company, financial institution,
or other entity as may hereafter be designated by the Pricing Officer to act as paying agent and
registrar for the Bonds in accordance with the terms of this Ordinance.
"Permitted Investments" means any security or obligation or combination thereof permitted
under the Public Funds Investments Act, Chapter 2256, Texas Government Code, as amended or
other applicable law.
"Premium Compound Interest Bonds" means the Bonds on which no interest is paid prior
to maturity, maturing in various amounts and in the aggregate principal amount as set forth in the
Pricing Certificate.
"Pricing Certificate" means the Pricing Certificate of the City's Pricing Officer to be
executed and delivered pursuant to Section 4 hereof in connection with the issuance of the Bonds.
"Pricing Officer" means the Mayor, acting as the designated pricing officer of the City to
execute the Pricing Certificate. In the absence of the Mayor, the Mayor Pro Tem may act as the
designated pricing officer of the City to execute the Pricing Certificate.
"Rating Agency" means any nationally recognized securities rating agency which has
assigned, at the request of the City, a rating to the Bonds.
"Record Date" means Record Date as defined in Section 6 the Form of Bonds and each
Pricing Certificate.
"Redemption Date" means a date fixed for redemption of any Bond pursuant to the terms
of this Ordinance and each Pricing Certificate.
"Refunded Obligations" means those Refundable Obligations designated by the Pricing
Officer in the Pricing Certificate to be refunded.
"Refundable Obligations" means all or a portion of the City's outstanding Combination Tax
and Revenue Certificates of Obligation, Series 2011.
Georgetown GORef\20\Del: Ordinance
"Register" or "Registration Books" means the registry system maintained on behalf of the
City by the Registrar in which are listed the names and addresses of the Registered Owners and
the principal amount of Bonds registered in the name of each Registered Owner.
"Replacement Bonds" means the Bonds authorized by the City to be issued in substitution
for lost, apparently destroyed, or wrongfully taken Bonds as provided in Section 10 of this
Ordinance.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"Series" means any designated series of Bonds issued pursuant to this Ordinance.
"Taxable Bonds" means the Bonds bearing interest at a taxable rate.
"Tax -Exempt Bonds" means the Bonds bearing interest which is excludable from gross
income for federal taxation purposes pursuant to Section 103 of the Internal Revenue Code.
"Taxable Series" means each Series of Bonds bearing interest at a taxable rate.
"Tax -Exempt Series" means each Series of Tax Exempt Bonds.
Georgetown GORef\20\Del: Ordinance
EXHIBIT B
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The information referred to in Section 15 of this Ordinance shall be as set forth in the
Pricing Certificate.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements contained in the Official Statement.
Georgetown GORef\20\Del: Ordinance B-1