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Home My WebLink AboutORD 2021-15 - Public Property Finance ActCERTIFICATE FOR ORDINANCE NO. .2-0a 1- 16- THE STATE OF TEXAS § COUNTY OF WILLIAMSON § CITY OF GEORGETOWN § We, the undersigned officers and members of the City of Georgetown, Texas (the "City"), hereby certify as follows: 1. The City Council of the City convened in REGULAR MEETING ON THE 23RD DAY OF MARCH, 2021, (the "Meeting"), and the roll was called of the duly constituted officers and members of the City, to -wit: Josh Schroeder, Mayor Mary Calixtro, Councilmember District 1 Shawn Hood, 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: ~ a%T v� , thus constituting a quorum. Whereupon, among other business, the followi g was transacted at the Meeting: a written ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS COMBINATION TAX AND SURPLUS REVENUE PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATION, TAXABLE SERIES 2021; LEVYING AN AD VALOREM TAX AND PLEDGING CERTAIN SURPLUS REVENUES IN SUPPORT OF THE CONTRACTUAL OBLIGATION; AWARDING THE SALE OF THE CONTRACTUAL OBLIGATION; AND AUTHORIZING OTHER MATTERS RELATED TO THE ISSUANCE OF THE CONTRACTUAL OBLIGATION was duly introduced for the consideration of the City Council. It was then duly moved and seconded that the Ordinance be passed on first reading; and, after due discussion, said motion carrying with it the passage of the Ordinance, prevailed and carried by the following vote: AYES: NOES: Georgetown\PPFCO\2021: Ordinance Cert 2. A true, full and correct copy of the Ordinance passed at the Meeting described in the above and foregoing paragraphs is attached to and follows this Certificate; that the Ordinance has been duly recorded in the City Council's minutes of the Meeting; that the above and foregoing paragraphs are a true, full and correct excerpt from the City Council's minutes of the Meeting pertaining to the passage of the Ordinance ; that the persons named in the above and foregoing paragraphs are the duly chosen, qualified and acting officers and members of the City Council as indicated therein; that each of the officers and members of the City Council was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the Meeting, and that the Ordinance would be introduced and considered for passage at the Meeting, and each of the officers and members consented, in advance, to the holding of the Meetings for such purpose, and that the Meeting was open to the public and public notice of the time, place and purpose of the meeting was given, all as required by Chapter 551, Texas Government Code, as amended and as further modified by an order issued by the Governor of the State of Texas on March 16, 2020, suspending certain provisions of the Open Meetings Act in light of his disaster proclamation issued on March 13, 2020, regarding the novel coronavirus (COVID-19). 3. The Mayor of the City has approved and hereby approves the Ordinance; that the Mayor and the City Secretary of the City have duly signed the Ordinance; and that the Mayor and the City Secretary of the City hereby declare that their signing of this Certificate shall constitute the signing of the attached and following copy of the Ordinance for all purposes. Georgetown\PPFCO\202 ] : Ordinance Cert SIGNED AND SEALED the 23r& day of N 1 City Secret [CITY SEAL] Georgetown\PPFCO\2021: Ordinance Cert ORDINANCE NO.2021- 1a ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS COMBINATION TAX AND SURPLUS REVENUE PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATION, TAXABLE SERIES 2021; LEVYING AN AD VALOREM TAX AND PLEDGING CERTAIN SURPLUS REVENUES IN SUPPORT OF THE CONTRACTUAL OBLIGATION; AWARDING THE SALE OF THE CONTRACTUAL OBLIGATION; AND AUTHORIZING OTHER MATTERS RELATED TO THE ISSUANCE OF THE CONTRACTUAL OBLIGATION WHEREAS, pursuant to the provisions of the Public Property Finance Act, as amended, Texas Local Government Code, Subchapter A of Chapter 271 (the "Act"), the City Council (the "City Council") of the City of Georgetown, Texas (the "City") is authorized and empowered to execute, perform, and make payments under contracts with any person for the use, acquisition, or purchase, or the financing thereof, of personal property, including electricity; WHEREAS, The Act permits City Council to execute contracts in any form deemed appropriate by the City Council in connection with the use, acquisition or purchase of personal property, including as public securities; WHEREAS, purchasing electricity is a requirement for the City to carry out its public purpose of operating its electric utility system (the "Electric System"); WHEREAS, in February 2021, the State of Texas experienced a historically severe winter storm in terms of scope and duration statewide with record breaking below freezing temperatures for prolonged periods of time; WHEREAS, such winter storm caused unprecedented increases in the cost of electricity across the State of Texas; WHEREAS, the City Council hereby finds, in light of the extraordinary and unprecedented impact of such winter storm, that the purchase of electricity pursuant to the public property finance contractual obligation described in this Ordinance (the "Contractual Obligation") is necessary, useful, and appropriate for the City's operation of its Electric System; WHEREAS, the City Council deems it advisable to issue the Contractual Obligation for the purpose of paying in whole or in part contractual obligations incurred for the acquisition or purchase of electricity as described in Section 1 hereof, all in conformity with the laws of the State of Texas, particularly the Act; WHEREAS, as provided in this Ordinance, the Contractual Obligation is secured by and payable from a pledge of annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of the Contractual Obligation, and the Contractual Obligation is additionally secured by and payable from a pledge of the Surplus Revenues (as defined herein) of the City's Electric System; Gcorgc lows/P PFCO/2021: OrL4 WHEREAS, as provided in this Ordinance, if Surplus Revenues of the City's Electric System are actually on deposit or budgeted for deposit in the Interest and Sinking Fund (as defined herein) in advance of the time when ad valorem taxes are scheduled to be levied for any year, then the amount of taxes that otherwise would have been required to be levied pursuant this Ordinance may be reduced to the extent and by the amount of the Surplus Revenues then on deposit in the Interest and Sinking Fund or budgeted for deposit therein; and WHEREAS, the meeting at which this Ordinance was passed was open to the public and public notice of the time, place and purpose of said meeting was given pursuant to Chapter 551, Texas Government Code, as amended, and as further modified by an order issued by the Governor of the State of Texas on March 16, 2020, suspending certain provisions of the Open Meetings Act in light of his disaster proclamation issued on March 13, 2020, regarding the novel coronavirus (CO VID-19). THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN: Section 1. RECITALS, AMOUNT AND PURPOSE OF THE CONTRACTUAL OBLIGATION AND VISION STATEMENT. (a) Recitals, Amount and Purpose. The recitals set forth in the preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this Section. The contractual obligation of the City is hereby authorized to be issued and delivered in the aggregate principal amount of $48,025,000 for the purpose of paying all or a portion of the City's contractual obligations incurred or to be incurred for (1) the acquisition or purchase of personal property in the form of electricity for the City's Electric System, and (2) the payment of professional services related to the acquisition, purchase and financing of the aforementioned personal property. (b) Vision Statement. The City Council hereby finds that the enactment of this ordinance and issuance of the Contractual Obligation complies with the Vision Statement of the City. Section 2. DESIGNATION, DATE, DENOMINATIONS AND NUMBERS OF CONTRACTUAL OBLIGATIONS. The Contractual Obligation issued pursuant to this Ordinance shall be designated: "CITY OF GEORGETO", TEXAS COMBINATION TAX AND SURPLUS REVENUE PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATION, TAXABLE SERIES 2021," and initially there shall be issued, sold, and delivered hereunder one fully registered certificate, without interest coupons, dated April 7, 2021, in the principal amount stated above and in the denomination of $48,025,000, numbered R-1, with certificates issued in replacement thereof being in a like denomination and numbered consecutively from R-2 upward, payable to the registered owner thereof, or to the registered assignee of the Contractual Obligation or any portion or portions thereof (in each case, the "Registered Owner"), and the Contractual Obligation shall mature and be payable in annual installments as set forth in the FORM OF CONTRACTUAL OBLIGATION set forth in this Ordinance. The term "Contractual Obligation" as used in this Ordinance shall mean and include collectively the Contractual Obligation initially issued and delivered pursuant to this Ordinance and all substitute Contractual Obligations exchanged therefor, as well as all other substitute Contractual Obligations and replacement Contractual Obligations issued pursuant hereto. 2 Gcorgclmm/P PFCO/2021: Ord. Section 3. INTEREST. The Contractual Obligation shall bear interest from the date of initial delivery to the date of maturity or redemption prior to maturity at therate of 1.73% per annum from the date of initial delivery through and including February 15, 2031 provided, however, that if an "Event of Default" (as defined in Section 9) occurs, the rate of interest on the Contractual Obligation shall be 12.00% from the date of such occurrence until such default has been cured. In no event, however, may the rate of interest on the Contractual Obligation exceed the maximum rate permitted by Chapter 1204, Texas Government Code, as amended. Said interest shall be payable in the manner provided and on the dates stated in the FORM OF CONTRACTUAL OBLIGATION set forth in this Ordinance. Section 4. CHARACTERISTICS OF THE CONTRACTUAL OBLIGATION. (a) Registration, Transfer, Authentication. The City shall keep or cause to be kept at the principal corporate trust or other office of The Bank of New York Mellon Trust Company, National Association, Dallas, Texas (the "Paying Agent/Registrar") books or records for the registration of the transfer and exchange of the Contractual Obligation (the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers and exchanges under such reasonable regulations as the City and the Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers and exchanges as herein provided within three days of presentation in due and proper form. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the Registered Owner of the Contractual Obligation to which payments with respect to the Contractual Obligation shall be mailed, as herein provided; but it shall be the duty of the Registered Owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The City shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The City shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, exchange and delivery of a substitute Contractual Obligation. Registration of assignments, transfers and exchanges of the Contractual Obligation shall be made in the manner provided and with the effect stated in the FORM OF CONTRACTUAL OBLIGATION set forth in this Ordinance. Each substitute Contractual Obligation shall bear a letter and/or number to distinguish it from each other Contractual Obligation. Except as provided in subsection (c) below, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Contractual Obligation, date and manually sign said Contractual Obligation, and no such Contractual Obligation shall be deemed to be issued or outstanding unless such Contractual Obligation is so executed. The Paying Agent/Registrar promptly shall cancel the paid Contractual Obligation or any Contractual Obligation surrendered for transfer and exchange. No additional ordinances, orders, or resolutions need be passed or adopted by the City or any other body or person so as to accomplish the foregoing transfer and exchange of any Contractual Obligation, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Contractual Obligation in the manner prescribed herein. Pursuant to Subchapter D, Chapter 1201, Texas Government Code, as amended, the duty of 3 Gco rgc lom[PPFCO/2021 : Ord, transfer and exchange of the Contractual Obligation as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Contractual Obligation, the transferred and exchanged Contractual Obligation shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Contractual Obligation which initially was issued and delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts. (b) Payment of Contractual Obligation 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 Contractual Obligation, 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 Contractual Obligation and shall properly and accurately record all payments on the Contractual Obligation on the Registration Books, and shall keep proper records of all transfers of the Contractual Obligation, and all replacements of the Contractual Obligation, as provided in this Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of the Registered Owner appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. (c) In General. The Contractual Obligation (1) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Contractual Obligation to be payable only to the Registered Owner thereof, (ii) may be redeemed in whole or in part prior to its scheduled maturity, (iii) may be transferred and assigned, (iv) shall have the characteristics, (v) shall be signed, sealed, executed and authenticated, (vi) the principal of and interest on the Contractual Obligation 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 Contractual Obligation, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF CONTRACTUAL OBLIGATION set forth in this Ordinance. The Contractual Obligation initially issued and delivered pursuant to this Ordinance (to which Contractual Obligation is attached the Registration Certificate of the Comptroller of Public Accounts) is not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Contractual Obligation issued in exchange for any Contractual Obligation 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 CONTRACTUAL OBLIGATION. (d) Substitute Paying Agent/Registrar. The City covenants with the Registered Owner of the Contractual Obligation that at all times while the Contractual Obligation is outstanding the City will provide a competent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Contractual Obligation 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 4 Gcorgc1oN n/PPFCO/2021: Ord, 30 days written notice to the Paying Agent/Registrar, to be effective not later than 20 days prior to the next principal or interest payment date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the City covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Contractual Obligation, to the new Paying Agent/Registrar designated and appointed by the City. Upon any change in the Paying Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to the Registered Owner of the Contractual Obligation, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. (e) On the closing date, the initial Contractual Obligation No. R-I representing the entire principal amount of the Contractual Obligation, payable to the Purchaser, executed by manual or facsimile signature of the Mayor and City Secretary of the City, approved by the Attorney General of Texas, and registered and manually signed by the Comptroller of Public Accounts of the State of Texas, and with the date of delivery inserted thereon by the Paying Agent/Registrar, will be delivered to the Purchaser or its designee. Section 5. FORM OF CONTRACTUAL OBLIGATION. The form of the Contractual Obligation, including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Contractual Obligation initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate variations, omissions or insertions as are permitted or required by this Ordinance. (a) [Form of Contractual Obligation] THE TRANSFER OF THIS CONTRACTUAL OBLIGATION IS RESTRICTED AS SET FORTH BELOW. NO. R- UNITED STATES OF AMERICA PRINCIPAL STATE OF TEXAS AMOUNT COUNTY OF WILLIAMSON $48,025,000 CITY OF GEORGETOWN, TEXAS COMBINATION TAX AND SURPLUS REVENUE PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATION, TAXABLE SERIES 2021 DATE OF DELIVERY: APRIL 7, 2021 REGISTERED OWNER: WELLS FARGO BANK, NATIONAL ASSOCIATION 5 Gwrgclo%w/P P FCO/2021: Ord. PRINCIPAL AMOUNT: FORTY-EIGHT MILLION TWENTY FIVE THOUSAND DOLLARS INTEREST RATE: 1.73% MATURITY DATE: FEBRUARY 15, 2031 THE CITY OF GEORGETOWN, TEXAS in Williamson County, Texas (the "City"), being a political subdivision of the State of Texas, for value received, promises to pay, from the sources described herein, to the registered owner specified above, or registered assigns, the principal amount specified above, and to pay interest thereon, from the Date of Delivery set forth above (calculated on the basis of a 360-day year of twelve 30-day months), on the balance of said principal amount from time to time remaining unpaid, at the rate per annum set forth above; provided, however, that if an "Event of Default" (as defined in ordinance authorizing the issuance of this Contractual Obligation (the "Contractual Obligation Ordinance")) occurs, the rate of interest on this Contractual Obligation shall be 12.00% from the date of such occurrence until such default has been cured. In no event, however, may the rate of interest on this Contractual Obligation exceed the maximum rate permitted by Chapter 1204, Texas Government Code, as amended. The principal of this Contractual Obligation shall be paid in installments on the dates and in the amounts set forth in the table below: PRINCIPAL INSTALLMENT PAYMENT DATE August 15, 2022 August 15, 2023 August 15, 2024 August 15, 2025 August 15, 2026 PRINCIPAL PRINCIPAL PRINCIPAL INSTALLMENT INSTALLMENT INSTALLMENT AMOUNT PAYMENT DATE AMOUNT $4,175,000 August 15, 2027 $4,860,000 4,540,000 August 15, 2028 4,945,000 4,620,000 August 15, 2029 5,030,000 4,700,000 August 15, 2030 5,120,000 4,780,000 February 15, 2031 5,255,000 THE PRINCIPAL OF AND INTEREST ON this Contractual Obligation are payable in lawful money of the United States of America, without exchange or collection charges. The City shall pay interest on this Contractual Obligation (calculated on the basis of a 360-day year of twelve 30- day months) on February 15, 2022 and on each August 15 and February 15 thereafter to the date of maturity or redemption prior to maturity. The last principal installment of this Contractual Obligation shall be paid to the registered owner hereof upon presentation and surrender of this Contractual Obligation at maturity, or upon the date fixed for its redemption prior to maturity, at the corporate trust or other office of The Bank of New York Mellon Trust Company, National Association, Dallas, Texas, which is the "Paying Agent/Registrar" for this Contractual Obligation. The payment of all other principal installments of and interest on this Contractual Obligation shall be made by the Paying Agent/Registrar to the registered owner hereof on each principal and interest payment date by wire transfer on the date of such principal and interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the City required by the ordinance authorizing the issuance of this Contractual Obligation (the "Contractual Obligation Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such wire transfer shall be effectuated by the Paying Agent/Registrar on each such interest payment date, to the registered owner 6 Gcorgc1om /PPFCO/2021: Ord, hereof as of the last business day immediately preceding such interest payment date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In addition, principal and interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. No presentation or surrender of this Contractual Obligation is required for payment prior to the final principal payment. ANY ACCRUED INTEREST due in connection with the payment of the final installment of principal of this Contractual Obligation shall be paid to the registered owner upon presentation and surrender of this Contractual Obligation for payment or redemption at the designated corporate trust or other office of the Paying Agent/Registrar. The City covenants with the registered owner of this Contractual Obligation that on or before each principal payment date, interest payment date, and accrued interest payment date for this Contractual Obligation it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Contractual Obligation Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on this Contractual Obligation, when due. IF THE DATE FOR THE PAYMENT of this Contractual Obligation shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where the designated corporate trust or other office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. THIS CONTRACTUAL OBLIGATION IS dated as of April 7, 2021 and is authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $48,025,000 for the purpose of paying all or a portion of the City's contractual obligations incurred or to be incurred for (1) the acquisition or purchase of personal property in the form of electricity for the City's Electric System, and (2) the payment of professional services related to the acquisition, purchase and financing of the aforementioned personal property. ON AUGUST 15, 2026 OR ON ANY DATE THEREAFTER, the unpaid principal installments of this Contractual Obligation beginning on August 15, 2027 and thereafter may be redeemed in whole, or in part in an amount of not less than $250,000, prior to their scheduled due dates by the City, with five (5) business days prior written notice to the Registered Owner at a redemption price equal to the principal amount to be redeemed plus accrued interest thereon to the date of redemption. THE UNPAID SCHEDULED PRINCIPAL INSTALLMENTS of this Contractual Obligation beginning on August 15, 2027 and thereafter may be redeemed in whole, or in part in an amount of not less than $250,000, prior to their scheduled due dates by the City, on August 15, 2026 or on any date thereafter, with five (5) business days prior written notice to the Registered Owner at a redemption price equal to the principal amount to be redeemed plus accrued interest thereon to the date of redemption. THE CITY SHALL cause the Paying Agent/Registrar to send notice by United States mail, 7 Gcorbclo—M PPCO/2021: Ord, first-class postage prepaid to the registered owner of this Contractual Obligation at its address as it appeared on the Registration Books of the Paying Agent/Registrar at the close of business on the business day immediately preceding the date of such notice. Any notice so mailed shall be conclusively presumed to have been duly given, whether or not the registered owner receives such notice, notice having been so given, the obligations called for redemption shall become due and payable on the specified redemption date, and notwithstanding that this Contractual Obligation has not been surrendered for payment, interest on this Contractual Obligation shall cease to accrue. By the date fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for this Contractual Obligation or portions thereof which are to be so redeemed. If due provision for such payment is made, all as provided above, this Contractual Obligation or portions thereof which are to be so redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the right of the registered owner to receive the redemption price from the Paying Agent/Registrar out of the funds provided for such payment. WITH RESPECT TO any optional redemption of this Contractual Obligation, unless certain prerequisites to such redemption required by the Contractual Obligation Ordinance have been met and moneys sufficient to pay the principal of and premium, if any, and interest on the Contractual Obligation to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state that said redemption may, at the option of the City, be conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no force and effect, the City shall not redeem such Contractual Obligation and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Contractual Obligation have not been redeemed. THE PAYING AGENT/REGISTRAR shall record in the Register all payments of principal installments on this Contractual Obligation when made on their respective due dates. THIS CONTRACTUAL OBLIGATION IS issuable solely as a single fully registered Contractual Obligation, without interest coupons. As provided in the Contractual Obligation Ordinance, this Contractual Obligation may, at the request of the registered owner or the assignee hereof, be assigned and transferred for a like aggregate principal amount Contractual Obligation, without interest coupons, payable to the appropriate registered owner or assignee, as the case may be, having the same denomination, upon surrender of this Contractual Obligation to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Contractual Obligation Ordinance. Among other requirements for such assignment and transfer, this Contractual Obligation must be presented and surrendered to the Paying Agent/Registrar, together with the proper instruments of assignment, in form satisfactory to the Paying Agent/Registrar, evidencing assignment of this Contractual Obligation to the assignee this Contractual Obligation is to be registered. A REGISTERED OWNER may at any time sell or otherwise transfer this Contractual Obligation in whole to (i) any affiliate of the Purchaser, including without limitation Wells Fargo 8 Gcorgclown/PP FCO/2021: Ord. Municipal Capital Strategies, LLC (together with the Purchaser, each a "Purchaser Affiliate ") or (ii) a trust or other custodial arrangement established by the Purchaser or a Purchaser Affiliate, the owners of any beneficial interest in which are limited to "qualified institutional buyers" as defined in Rule 144A promulgated under the Securities Act of 1933 (the "1933 Act")(each, a "Purchaser Transferee"). From and after the date of such sale or transfer, Wells Fargo Bank, National Association (and its successors) shall continue to have all of the rights of the Purchaser hereunder and under the other Issuer Documents (as such term is defined in the Purchaser Letter) as if no such transfer or sale had occurred; provided that for the avoidance of doubt the Paying Agent shall only be required to make payments of principal and interest on this Contractual Obligation to the Registered Owner. Without limitation of the foregoing generality, a Registered Owner may at any time sell or otherwise transfer to a transferee which is not a Purchaser Transferee but which constitutes (i) a "qualified institutional buyer" as defined in Rule 144A promulgated under the 1933 Act and (ii) a commercial bank organized under the laws of the United States, or any state thereof, or any other country which is a member of the Organization for Economic Cooperation and Development, or a political subdivision of any such country, and, in any such case, having a combined capital and surplus, determined as of the date of the transfer of not less than $5,000,000,000 (each a "Non -Purchaser Transferee") the Contractual Obligation in whole if (A) written notice of such sale or transfer, including that such sale or transfer is to a Non -Purchaser Transferee, together with addresses and related information with respect to the Non -Purchaser Transferee, shall have been given to the City, the Paying Agent and the Purchaser (if different than the Registered Owner) by such selling Registered Owner and Non -Purchaser Transferee, and (B) the Non -Purchaser Transferee shall have delivered to the City, the Paying Agent and the selling Registered Owner, an investment letter in substantially the form attached to the Contractual Obligation Ordinance (the "Purchaser Letter"). The Purchaser shall have the right to grant participations in all or a portion of the Purchaser's interest in the Contractual Obligation, the Contractual Obligation Ordinance and the other Related Documents to one or more other banking institutions; provided, however, that (i) no such participation by any such participant shall in any way affect the obligations of the Purchaser hereunder and (ii) the City and the Paying Agent shall be required to deal only with the Purchaser, with respect to any matters under the Contractual Obligation Ordinance, this Contractual Obligation and the other Related Documents and no such participant shall be entitled to enforce any provision hereunder against the City. The Purchaser may at any time pledge or grant a security interest in all or any portion of its rights under this Contractual Obligation, the Contractual Obligation Ordinance and the Related Documents to secure obligations of the Purchaser, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Purchaser from any of its obligations hereunder or substitute any such pledgee or assignee for the Purchaser as a party hereto. Nothing herein shall limit the right of the Registered Owner or its assignees to sell or assign participation interests in the Contractual Obligation to one or more entities listed in (i) or (ii), provided that any participation, custodial or similar agreement under which multiple ownership interests in this Contractual Obligation are created shall provide the method by which the owners of such interests shall establish the rights and duties of a single entity, owner, servicer or other fiduciary or agent acting on behalf of all of the participants to act on their behalf with respect to the rights and interests of registered owner under this Contractual Obligation, including with respect to the exercise of rights and remedies of registered owner on behalf of such owners upon the occurrence of an event of default under this Contractual Obligation. The form of Assignment printed or endorsed on this Contractual Obligation 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 Contractual Obligation from 9 Gcorgclo-OPFCO/2021: Oi d, time to time by the Registered Owner. In the case of the assignment and transfer of this Contractual Obligation, the reasonable standard or customary fees and charges of the Paying Agent/Registrar will be paid by the City. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment and transfer, as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to make any such transfer during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest Payment Date. IN THE EVENT any Paying Agent/Registrar for this Contractual Obligation is changed by the City, resigns, or otherwise ceases to act as such, the City has covenanted in the Contractual Obligation Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the registered owner of this Contractual Obligation. IT IS HEREBY certified, recited and covenanted that this Contractual Obligation 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 Contractual Obligation have been performed, existed and been done in accordance with law; and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Contractual Obligation, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in the City, and have been pledged for such payment, within the limit prescribed by law, and that this Contractual Obligation is additionally secured by and payable from a pledge of the surplus revenues of the City's Electric System, remaining after payment of all operation and maintenance expenses thereof, and all debt service, reserve and other requirements in connection with all of the City's revenue bonds or other obligations (now or hereafter outstanding), which are payable from all or part of the net revenues of the City's Electric System, all as provided in the Contractual Obligation Ordinance. THE CITY ALSO HAS RESERVED THE RIGHT to amend the Contractual Obligation Ordinance as provided therein, and under some (but not all) circumstances amendments thereto must be approved by the Registered Owner of the Contractual Obligation. BY BECOMING the registered owner of this Contractual Obligation, the registered owner thereby acknowledges all of the terms and provisions of the Contractual Obligation Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Contractual Obligation 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 Contractual Obligation and the Contractual Obligation Ordinance constitute a contract between each registered owner hereof and the City. THIS CONTRACTUAL OBLIGATION is not an obligation described in Section 103(a) of the Internal Revenue Code of 1986. IN WITNESS WHEREOF, the City has caused this Contractual Obligation to be signed with the manual or facsimile signature of the Mayor of the City and countersigned with the manual or facsimile signature of the City Secretary of the City, and has caused the official seal of the City to be duly impressed, or placed in facsimile, on this Contractual Obligation. Gco rgctoN-/PP FCO/2021: Ord, (''(SEAL) 1 (b) [Form. of Prepayment Record] Principal Prepayment (amount and installment(s) to Date of which payment is Payment applied) PREPAYMENT RECORD Remaining Name and Title of Principal Authorized Officer Balance making Entry (c) [Form of Paying Agent/Registrar's Authentication Certificate] Signature of Authorized Officer PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Contractual Obligation is not accompanied by an executed Registration Certificate of the Comptroller of Public Accounts of the State of Texas) It is hereby certified that this Contractual Obligation has been issued under the provisions of the Contractual Obligation Ordinance described in the text of this Contractual Obligation; and that this Contractual Obligation has been issued in conversion or replacement of, or in exchange for, a Contractual Obligation that originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated: THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, Gcorgctown/P PFCO/202 ] : Ord. DALLAS, TEXAS, Paying Agent/Registrar By: Authorized Representative 12 O co rgctow n/PP FCO/2021: Ord, (d) [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 Contractual Obligation and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to register the transfer of the within Contractual Obligation on the books kept for registration thereof, with full power of substitution in the premises. Dated: NOTICE: The signature above must correspond with the name of the registered owner as it appears upon the front of this Contractual Obligation in every particular, without alteration or enlargement or any change whatsoever. 13 Gcorgclown/PP FCO/2021: Ord. (e) [Form of Registration Certificate of the Comptroller of Public Accounts] COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTERNO. I hereby certify that this Contractual Obligation has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and that this Contractual Obligation has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this Comptroller of Public Accounts of the State of Texas (COMPTROLLER'S SEAL) Section 6. INTEREST AND SINKING FUND. A special "Interest and Sinking Fund" has been created and shall be established and maintained by the City at an official depository bank of the City. Said Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the City and shall be used only for paying the interest on and principal of the Contractual Obligation. All ad valorem taxes levied and collected for and on account of the Contractual Obligation shall be deposited, as collected, to the credit of said Interest and Sinking Fund. During each year while any part of the Contractual Obligation is outstanding and unpaid, the governing body of the City shall compute and ascertain a rate and amount of ad valorem tax that will be sufficient to raise and produce the money required to pay the interest on the Contractual Obligation as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal installments of the Contractual Obligation as such principal matures (but never less than 2% of the original amount of the Contractual Obligation as a sinking fund each year); and said tax shall be based on the latest approved tax rolls of the City, with full allowances being made for tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in the City, for each year while any part of the Contractual Obligation is outstanding and unpaid, and said tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes sufficient to provide for the payment of the interest on and principal of the Contractual Obligation, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law. Section 7. SURPLUS REVENUES. In accordance with Section 1502.052 of the Texas Government Code, as amended, the Contractual Obligation is additionally secured by and shall be payable from and secured by a pledge of the surplus revenues of the City's Electric System, after payment of all operation and maintenance expenses or collections thereof, and all debt service, reserve and other requirements in connection with all of the City's revenue bonds or other obligations (now or hereafter outstanding) which are payable from all or any part of the net revenues of the City's Electric System, with such amount constituting "Surplus Revenues." The City's obligations to pay the Contractual Obligation from Surplus Revenues constitute "Subordinate Lien Obligations" as defined in the ordinances authorizing the City's combined 14 Gcorgc1omi/P P FCO/202 ] : Ord. electric, waterworks and sewer system revenue bonds (the "Combined Utility Ordinances"). The pledge of Surplus Revenues securing the Contractual Obligation is subordinate and inferior to the lien on and pledge of the Net Revenues (as defined in the Combined Utility Ordinances) of the Electric System that are pledged to the payment of the City's Parity Obligations (as defined in the Combined Utility Ordinances) now or hereafter outstanding. For the avoidance of doubt, Surplus Revenues do not include any revenues from the City's waterworks and sewer system. The City shall deposit such Surplus Revenues to the credit of the Interest and Sinking Fund created pursuant to Section 6, to the extent necessary to pay the principal and interest on the Contractual Obligation. Notwithstanding the requirements of Section 6, if Surplus Revenues are actually on deposit or budgeted for deposit in the Interest and Sinking Fund in advance of the time when ad valorem taxes are scheduled to be levied for any year, then the amount of taxes that otherwise would have been required to be levied pursuant to Section 6 may be reduced to the extent and by the amount of the Surplus Revenues then on deposit in the Interest and Sinking Fund or budgeted for deposit therein. Section S. NO RESERVE FUNDS ESTABLISHED. No reserve fund or account for the payment of debt service on the Contractual Obligation or any other reserve or contingency fund or account is established or required by this Ordinance. Section 9. 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: (1) the failure to make payment of the principal of or interest on the Contractual Obligation when the same becomes due and payable; (ii) default in the performance or observance of any other covenant, agreement or obligation of the City, the failure to perform which materially, adversely affects the rights of the registered owner of the Contractual Obligation, including, but not limited to, its prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by the registered owner to the City; (iii) any representation or warranty made by or on behalf of the City in the Purchaser Letter or in any certificate or statement delivered hereunder or thereunder shall be incorrect or untrue in any material respect when made or deemed to have been made or delivered; (iv) the City shall (A) have entered involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (B) become insolvent or shall not pay, or be unable to pay, or admit in writing its inability to pay, its debts generally as they become due, (C) make an assignment for the benefit of creditors, (D) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its property, (E) institute any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or 15 Gcorgclown/P PFCO/202 ] : Ord, composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (F) take any corporate action in furtherance of any matter described in parts (A) through (E) above, or (G) fail to contest in good faith any appointment or proceeding described in this Section 9(a)(iv); (v) a custodian, receiver, trustee, examiner, liquidator or similar official shall be appointed for the City or any substantial part of its property, or a proceeding described in Section 9(a)(iv)(E) of this Ordinance shall be instituted against the City and such proceeding continues undischarged or any such proceeding continues undismissed or unstayed for a period of thirty (30) or more days; (vi) a debt moratorium, debt restructuring, debt adjustment or comparable restriction is imposed on the repayment when due and payable of the principal of or interest on any debt of the City by the City or any governmental authority with appropriate jurisdiction; or (vii) the City shall (i) default on the payment of the principal of or interest on any of the City's debt obligations secured by ad valorem taxes ("Ad Valorem Debt") or any of the City's debt obligations secured by all or a portion of the revenues of its combined electric, waterworks and sewer system ("Revenues Secured Debt") beyond the period of grace, if any, provided in the instrument or agreement under which such Ad Valorem Debt or Revenues Secured Debt was created or incurred; or (ii) default in the observance or performance of any agreement or condition relating to any Ad Valorem Debt or Revenues Secured Debt or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event shall occur or condition exist, the effect of which default, event of default or similar event or condition is to cause (determined without regard to whether any notice is required) any such Ad Valorem Debt or Revenues Secured Debt to become immediately due and payable in full as the result of the acceleration, extraordinary mandatory redemption or mandatory tender of such Ad Valorem Debt or Revenues Secured Debt. (b) Remedies for Default. Upon the happening of any Event of Default, then and in every case, the registered owner or an authorized representative thereof, including, but not limited to, a trustee or trustees therefor, may proceed against the City, or any official, officer or employee of the City in their official capacity, for the purpose of protecting and enforcing the rights of the registered owner under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the registered owner hereunder or any combination of such remedies. (c) Remedies Not Exclusive. i. No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Contractual Obligation or now or hereafter existing at law or in equity; 16 G corgctown/PPFCO/2021: Ord, provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Contractual Obligation 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 the Contractual Obligation authorized under this Ordinance, such registered owner agrees that the certifications required to effectuate any covenants or representations contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or trustees of the City or the City Council. iv. None of the members of the City Council, nor any other official or officer, agent, or employee of the City, shall be charged personally by the registered owner with any liability, or be held personally liable to the registered owner under any term or provision of this Ordinance, or because of any Event of Default or alleged Event of Default under this Ordinance. Section 10. USE OF CONTRACTUAL OBLIGATION PROCEEDS. The proceeds of the issuance of the Contractual Obligation shall be deposited in a special project account of the City and used for the purposes for which the Contractual Obligation is hereby authorized to be issued. Section 11. INVESTMENTS. The City Council may place proceeds of the Contractual Obligation (including investment earnings thereon) and amounts deposited into the Interest and Sinking Fund in investments authorized by the Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended; provided, however, that the City hereby covenants that the proceeds of the sale of the Contractual Obligation will be used as soon as practicable for the purposes for which the Contractual Obligation are issued. Section 12. SECURITY FOR FUNDS. All deposits authorized or required by this Ordinance shall be secured to the fullest extent required by law for the security of public funds. Section 13. CITY OFFICERS' DUTIES. (a) The Mayor is hereby instructed and directed to do any and all things necessary in reference to the issuance of the Contractual Obligation and to make money available for the payment of the Contractual Obligation in the manner provided by law and this Ordinance. (b) The Mayor and City Secretary are authorized to execute the Contractual Obligation to which this Ordinance is attached on behalf of the City and to do any and all things proper and necessary to carry out the intent hereof Section 14. DEFEASANCE OF CONTRACTUAL OBLIGATION. (a) The Contractual Obligation and the interest thereon shall be deemed to be paid, 17 Gcorgc lo%vn/PPFCO/2021: Ord. retired and no longer outstanding (a "Defeased Contractual Obligation") 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 Contractual Obligation, 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 (1) shall have been made or caused to be made in accordance with the terms thereof (including the giving of any required notice of redemption or the establishment of irrevocable provisions for the giving of such notice) or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar or an eligible trust company or commercial bank for such payment (1) lawful money of the United States of America sufficient to make such payment, (2) Defeasance Securities, certified by an independent public accounting firm of national reputation to mature as to principal and interest in such amounts and at such times as will ensure the availability, without reinvestment, of sufficient money to provide for such payment and when proper arrangements have been made by the City with the Paying Agent/Registrar or an eligible trust company or commercial bank for the payment of its services until the Defeased Contractual Obligation shall have become due and payable or (3) any combination of (1) and (2). At such time as the Contractual Obligation shall be deemed to be a Defeased Contractual Obligation hereunder, as aforesaid, such Contractual Obligation and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes or revenues herein levied and pledged as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Defeasance Securities and thereafter the City will have no further responsibility with respect to amounts available to such Paying Agent/Registrar (or other financial institution permitted by applicable law) for the payment of such Defeased Contractual Obligation, 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. (b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of the Contractual Obligation as aforesaid when proper notice of redemption of such Contractual Obligation shall have been given or upon the establishment of irrevocable provisions for the giving of such notice, in accordance with this Ordinance Any money so deposited with the Paying Agent/Registrar or an eligible trust company or commercial bank as provided in this Section may at the discretion of the City Council also be invested in Defeasance Securities, maturing in the amounts and at the times as hereinbefore set forth, and all income from all Defeasance Securities in possession of the Paying Agent/Registrar or an eligible trust company or commercial bank pursuant to this Section which is not required for the payment of such Contractual Obligation and premium, if any, and interest thereon with respect to which such money has been so deposited, shall be remitted to the City Council. (c) Notwithstanding any provision of any other Section of this Ordinance which may be contrary to the provisions of this Section, all money or Defeasance Securities set aside and held in trust pursuant to the provisions of this Section for the payment of principal of the Contractual Obligation and premium, if any, and interest thereon, shall be applied to and used solely for the payment of the particular Contractual Obligation and premium, if any, and interest thereon, with respect to which such money or Defeasance Securities have been so set aside in trust. Until the Defeased Contractual Obligation shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Contractual Obligation 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. 18 Gcorgct—WFCO/202 ] : Ord_ (d) Notwithstanding anything elsewhere in this Ordinance, if money or Defeasance Securities have been deposited or set aside with the Paying Agent/Registrar or an eligible trust company or commercial bank pursuant to this Section for the payment of the Contractual Obligation and such Contractual Obligation 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 Contractual Obligation affected thereby. (e) Notwithstanding the provisions of subsection (a) immediately above, to the extent that, upon the defeasance of any Defeased Contractual Obligation to be paid at its maturity, the City retains the right under Texas law to later call that Defeased Contractual Obligation for redemption in accordance with the provisions of this Ordinance, the City may call such Defeased Contractual Obligation 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 Contractual Obligation as though it was being defeased at the time of the exercise of the option to redeem the Defeased Contractual Obligation and the effect of the redemption is taken into account in determining the sufficiency of the provisions made for the payment of the Defeased Contractual Obligation. "Defeasance Securities" means (i) Federal Securities, (ii) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the City Council adopts or approves proceedings authorizing the issuance of refunding obligations or otherwise provide for the funding of an escrow to effect the defeasance of the Contractual Obligation 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 obligations or otherwise provide for the funding of an escrow to effect the defeasance of the Contractual Obligation, 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 Contractual Obligation. "Federal Securities" as used herein means direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America. Section 15. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED CONTRACTUAL OBLIGATION. (a) Replacement Contractual_ Obligation. In the event the Contractual Obligation is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new Contractual Obligation of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Contractual Obligation, in replacement for such Contractual Obligation in the manner hereinafter provided. (b) Application for Replacement Contractual Obligation. Application for replacement 19 Gcorgclown/P PFCO/2021: Ord. of a damaged, mutilated, lost, stolen, or destroyed Contractual Obligation shall be made by the Registered Owner thereof to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Contractual Obligation, the Registered Owner applying for a replacement Contractual Obligation 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 Contractual Obligation, 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 Contractual Obligation, as the case may be. In every case of damage or mutilation of a Contractual Obligation, the Registered Owner shall surrender to the Paying Agent/Registrar for cancellation the Contractual Obligation so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event the Contractual Obligation shall have matured, and no default has occurred which is then continuing in the payment of the principal of or interest on the Contractual Obligation, the City may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Contractual Obligation) instead of issuing a replacement Contractual Obligation, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Replacement Contractual Obligation. Prior to the issuance of a replacement Contractual Obligation, the Paying Agent/Registrar shall charge the Registered Owner of such Contractual Obligation with all legal, printing, and other expenses in connection therewith. Every replacement Contractual Obligation issued pursuant to the provisions of this Section by virtue of the fact that the Contractual Obligation is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed Contractual Obligation shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance. (e) Authority for Issuing Replacement Contractual _ Obligation. In accordance with Subchapter B, Chapter 1206, Texas Government Code, this Section shall constitute authority for the issuance of any such replacement Contractual Obligation 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 Contractual Obligation is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Contractual Obligation in the form and manner and with the effect, as provided in Section 4(a) of this Ordinance for a Contractual Obligation issued in conversion and exchange for another Contractual Obligation. Section 16. CUSTODY, APPROVAL, AND REGISTRATION OF CONTRACTUAL OBLIGATION; BOND COUNSEL'S OPINION; ENGAGEMENT OF BOND COUNSEL AND CONTINGENT INSURANCE PROVISION, IF OBTAINED. The Mayor of the City is hereby authorized to have control of the Contractual Obligation issued and delivered hereunder and all necessary records and proceedings pertaining to the Contractual Obligation pending its delivery and its investigation, examination, and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Contractual Obligation 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 Contractual Obligation, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such Contractual Obligation. The approving legal 20 G corgc tmvn/PPFCO/2021: Ord. opinion of the City's bond counsel may, at the option of the City, be printed on the Contractual Obligation issued and delivered under this Ordinance, but shall not have any legal effect, and shall be solely for the convenience and information of the Registered Owner of the Contractual Obligation. In addition, if bond insurance is obtained, the Contractual Obligation may bear an appropriate legend as provided by the insurer. The obligation of the initial purchaser to accept delivery of the Contractual Obligation 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 Contractual Obligation to the initial purchaser. The engagement of such firm as bond counsel to the City in connection with issuance, sale and delivery of the Contractual Obligation is hereby approved and confirmed. The execution and delivery of an engagement letter, to the extent desired by the City, between the City and such firm, with respect to such services as bond counsel, is hereby authorized in such form as may be approved by the Mayor and the Mayor is hereby authorized to execute such engagement letter. Additionally, a closing instruction letter executed by the City's Chief Financial Officer shall further provide for the fees and expenses to be paid for such bond counsel services. Section 17. SALE OF CONTRACTUAL OBLIGATION. The Contractual Obligation is hereby sold and shall be delivered to Wells Fargo Bank, National Association (the "Purchaser"), for cash for a price of $48,025,000, pursuant to and in accordance with the terms and provisions of the Purchaser's investment and commitment letter attached hereto as Exhibit "B" (the "Purchaser Letter"), which the Mayor and Mayor Pro-Tem of the City are hereby authorized to execute and deliver and which the City Secretary of the City is hereby authorized to attest. The Contractual Obligation shall initially be registered in the name of the Purchaser. It is hereby officially found, determined, and declared that the terms of this sale are the most advantageous reasonably obtainable. Section 18. INVESTMENT EARNINGS ON CONTRACTUAL OBLIGATION PROCEEDS. Investment earnings derived from the investment of proceeds from the sale of the Contractual Obligation shall be used along with other Contractual Obligation proceeds for the purpose for which the Contractual Obligation are issued set forth in Section 1 hereof, provided that after completion of such purpose, if any of such investment earnings remain on hand, such investment earnings shall be deposited in the Interest and Sinking Fund. Section 19. FURTHER PROCEDURES. The Mayor and the City Secretary and all other officers, employees and agents of the City, and each of them, shall be and they are hereby expressly authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City a Paying Agent/Registrar Agreement with the Paying Agent/Registrar and all other instruments, whether or not herein mentioned, as may be necessary or desirable in Ordinance to carry out the terms and provisions of this Ordinance, the Contractual Obligation and the sale of the Contractual Obligation. In case any officer whose signature shall appear on the Contractual Obligation shall cease to be such officer before the delivery of such Contractual Obligation, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. 21 Gcorge lown/PPFCO/2021: Ord. Section 20. NO CONTINUING DISCLOSURE UNDERTAKING. The sale of the Contractual Obligation is exempt from Securities and Exchange City Council Rule 15c2-12. Consequently, the City makes no undertaking with respect to such rule or with respect to the provision of on- going financial and operating data thereunder. However, the City agrees to provide the Purchaser with a copy of the City's Comprehensive Annual Financial Report within 180 days of the close of each fiscal year or if such report is not then available, by such later date as the report becomes available; provided that the electronic posting of such report with the Municipal Securities Rulemaking Board, the Municipal Advisory Council of Texas, or on the City's website shall satisfy such requirement. Section 21. METHOD OF AMENDMENT. The City hereby reserves the right to amend this Ordinance subject to the following terms and conditions, to -wit: (a) The City may from time to time, without the consent of but with notice to the Registered Owner, except as otherwise required by paragraph (b) below, amend or supplement this Ordinance to (i) cure any ambiguity, defect or omission in this Ordinance that does not materially adversely affect the interests of the Registered Owner, (ii) grant additional rights or security for the benefit of the Registered Owner, (iii) add events of default as shall not be inconsistent with the provisions of this Ordinance and that shall not materially adversely affect the interests of the Registered Owner, (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, or (v) make such other provisions in regard to matters or questions arising under this Ordinance as shall not be materially inconsistent with the provisions of this Ordinance and that shall not, in the opinion of nationally - recognized bond counsel, materially adversely affect the interests of the Registered Owner. (b) Except as provided in paragraph (a) above, the Registered Owner shall have the right from time to time to approve any amendment hereto that may be deemed necessary or desirable by the City; provided, however, that without the consent of the Registered Owner, nothing herein contained shall permit or be construed to permit amendment of the terms and conditions of this Ordinance or the Contractual Obligation so as to: (1) Make any change in the maturity of the Contractual Obligation; (2) Reduce the rate of interest borne by the Contractual Obligation; (3) Reduce the amount of the principal of, or redemption premium, if any, payable on the Contractual Obligation; (4) Modify the terms of payment of principal or of interest on the Contractual Obligation or impose any condition with respect to such payment; or (5) Change the requirement of with respect to Registered Owner consent to such amendment. (c) If at any time the City shall desire to amend this Ordinance under this Section, the City shall send by U.S. mail to the Registered Owner of the Contractual Obligation a copy of the proposed amendment. 22 Gcorgc1own/PPFCO/202 ] : Ord. (d) Whenever at any time within one year from the date of mailing of such notice the City shall receive an instrument or instruments executed by the Registered Owner, which instrument or instruments shall refer to the proposed amendment and which shall specifically consent to and approve such amendment, the City may adopt the amendment in substantially the same form. (e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be modified and amended in accordance with such amendatory Ordinance, and the respective rights, duties, and obligations of the City and the Registered Owner of the Contractual Obligation shall thereafter be determined, exercised, and enforced, subject in all respects to such amendment. (Ij Any consent given by the Registered Owner of the Contractual Obligation pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of such consent and shall be conclusive and binding upon all future Registered Owner of the Contractual Obligation during such period. Such consent may be revoked at any time after six months from the date of said consent by the Registered Owner who gave such consent, or by a successor in title, by filing notice with the City. Section 22. RESERVED. Section 23. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby authorizes the disbursement of a fee equal to the lesser of (i) one -tenth of one percent of the principal amount of the Contractual Obligation 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 Contractual Obligation. Section 24. PERFECTION. Chapter 1208, Government Code, applies to the issuance of the Contractual Obligation and the pledge of ad valorem taxes and revenues granted by the City under Sections 6 and 7 of this Ordinance, and such pledge is therefore valid, effective and perfected. If Texas law is amended at any time while the Contractual Obligation is outstanding and unpaid such that the pledge of ad valorem taxes and revenues granted by the City under Sections 6 and 7 of this Ordinance is to be subject to the filing requirements of Chapter 9, Business & Commerce Code, then in order to preserve to the registered owner of the Contractual Obligation the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Business & Commerce Code and enable a filing to perfect the security interest in said pledge to occur. Section 25. WAIVER OF JURY TRIAL. To the extent permitted by law, the City waives its right to a trial by jury on any claim or cause of action based upon or arising out of or related to this Ordinance, the Contractual Obligation, the Purchaser Letter or the transactions 23 Gcorgc1.m /PPFCO/202]: Ora contemplated thereby or in any action, proceeding or other litigation of any type that is brought by the Purchaser. Notwithstanding the foregoing, in the event the Purchaser is not a party to any such action or proceeding, the foregoing waiver shall not apply. Section 26. INTERESTED PARTIES. Nothing in this Ordinance expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the City and the Registered Owner of the Contractual Obligation, any right, remedy or claim under or by reason of this Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Ordinance contained by and on behalf of the City shall be for the sole and exclusive benefit of the City and the registered owner of the Contractual Obligation. Section 27. NO PERSONAL LIABILITY. No covenant or agreement contained in the Contractual Obligation, this Ordinance or any corollary instrument shall be deemed to be the covenant or agreement of any member of the City Council of the City or any officer, agent, employee or representative of the City Council of the City in his individual capacity, and neither the directors, officers, agents, employees or representatives of the City Council of the City nor any person executing the Contractual Obligation 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 Contractual Obligation. Section 28. 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 Contractual Obligation and the validity of the lien on and pledge of the ad valorem taxes and revenues pledged to secure the payment of the Contractual Obligation. Section 29. REPEALER. All ordinances, orders or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. Section 30. SEVERABILITY. If any provision of this Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application thereof to other circumstances shall nevertheless be valid, and this governing body hereby declares that this Ordinance would have been enacted without such invalid provision. Section 31. EFFECTIVE DATE OF ORDINANCE. In accordance with the provisions of Section 1201.028, Texas Government Code, this Ordinance shall be effective immediately upon its adoption by the City Council on first and final reading. 24 G corgc1cr—/PPFCO/2021: Ord. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 25 G corgctown/PP FCO/2021: Ord. IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, finally passed, approved and effective on this 23rd day of March, 2021. CITY OV/GEORGETOWN, TEXAS Texas ATTEST: obyn De more, City Secretary APPROVED AS TO FORM: ate✓ kyeMasson( City Attorney Gcorgctown/PPFCO/2021: Ord. Sig Pg PPFCO Oi d EXHIBIT A PAYING/AGENT REGISTRAR AGREEMENT [SEE SEPARATE TAB OF TRANSCRIPT] EXHIBIT B PURCHASER LETTER [SEE SEPARATE TAB OF TRANSCRIPT] A- l G corgc to%vn/PPFCO/2021: Ord,