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HomeMy WebLinkAboutORD 2021-55 - General Obligation BondsCERTIFICATE FOR ORDINANCE NO. 2021-±55 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: I. The City Council of the City convened in REGULAR MEETING ON THE IOTH DAY OF AUGUST, 2021, (the "Meeting"), and the roll was called of the duly constituted officers and members of the City, to -wit: Josh Schroeder, Mayor Amanda Parr, Councilmember District 1 Shawn Hood, Councilmember District 2 Mike Triggs, Councilmember District 3 Steve Fought, Councilmember District 4 Kevin Pitts, Councilmember District 5 Vacant, Councilmember District 6 Tommy Gonzalez, Councilmember District 7 a S►X„ati ►140cx,t 4-- and all of the persons were present, except the following absentees: i S , thus constituting a quorum. Whereupon, among other business, the following was trans d at the Meeting: a written ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION BONDS, SERIES 2021A; LEVYING AN AD VALOREM TAX IN SUPPORT OF THE BONDS; APPROVING AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT AND OTHER RELATED DOCUMENTS; AWARDING THE SALE OF THE BONDS AND AUTHORIZING OTHER MATTERS RELATING TO THE BONDS 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: Z4 NOES: C_ 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 Georgetown\GOA\2021: Ordinance 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 (CO VID-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\GOM2021: Ordinance SIGNED AND SEALED the I Ot" day of Au if ��1 _W AL E" -X.` [CITY SEAL] Georgetown\CTOA\2021: Ordinance SIGNED AND SEALED the 1 Oth day of August, 2021. City SecretaWy [CITY SEAL] Georgetown\GOA\2021: Ordinance ORDINANCE NO.2021 ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION BONDS, SERIES 2021A; LEVYING AN AD VALOREM TAX IN SUPPORT OF THE BONDS; APPROVING AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT AND OTHER RELATED DOCUMENTS; AWARDING THE SALE OF THE BONDS AND AUTHORIZING OTHER MATTERS RELATING TO THE BONDS Adopted August 10, 2021 OTOWNWOM21. Oubuaiwe ORDINANCE NO.2021-5:� ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION BONDS, SERIES 2021; LEVYING AN AD VALOREM TAX IN SUPPORT OF THE BONDS; APPROVING AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT AND OTHER RELATED DOCUMENTS; AWARDING THE SALE OF THE BONDS AND AUTHORIZING OTHER MATTERS RELATING TO THE BONDS WHEREAS, at an election held within the City of Georgetown, Texas (the "City") on November 4, 2008 the voters of the City authorized the City Council of the City to issue in one or more series the bonds set forth in the proposition set forth below: PROPOSITION NO. 1 Shall the City Council of the City of Georgetown, Texas, be authorized to issue the bonds of the City, in one or more series or issues, in the aggregate principal amount of $46,000,000 with the bonds of each such series or issues, respectively, to mature serially within not to exceed forty years from their date, and to be sold at such prices and bear interest at such rates, as shall be determined within the discretion of the City Council, in accordance with law at the time of issuance, for the purpose of constructing, improving, extending, expanding, upgrading and/or developing streets, roads, bridges and intersections, to wit: FM 971, Southeast Arterial 1, Northwest Inner Loop/DB Wood Road, FM 1460 and Berry Creek Drive and a routing study for SH 29, and related utility relocation, sidewalks, traffic safety and operational improvements, purchase of any necessary rights -of -way, drainage and other related costs; and shall said City Council be authorized to levy and cause to be assessed and collected annual ad valorem taxes on all taxable property in the City in an amount sufficient to pay the annual interest on said bonds and provide a sinking fund to pay the bonds at maturity? WHEREAS, the City Council has previously issued general obligation bonds utilizing a total of $25,050,000 of the November 4, 2008 Proposition No. 1 authorization and has reserved the right to issue the remaining $20,950,000 of bonds authorized but unissued from the November 4, 2008 Proposition No. 1 authorization with such previous general obligation bonds being as follows: its General Obligation Bonds, Series 2009 (utilizing $1,175,000); its General Obligation Bonds, Series 2010 (utilizing $1,370,000); its General Obligation Bonds, Series 2010A (utilizing $9,430,000); its General Obligation Bonds, Series 2014 (utilizing $4,800,000); its General Obligation Bonds, Series 2015 (utilizing $4,375,000); and its General Obligation Bonds, Series 2018 (utilizing $3,900,000); GTO W N\GOA\21: Ordinance WHEREAS, the City Council deems it to be in the best interest of the City to issue $4,000,000 of the November 4, 2008 Proposition No. 1 authorization, reserving the right from time to time to issue the remaining $16,950,000 of bonds authorized but unissued from such authorization; WHEREAS, at an election held within the City on May 9, 2015 the voters of the City authorized the City Council of the City to issue in one or more series the bonds set forth in the proposition set forth below: PROPOSITION Shall the City Council of the City of Georgetown, Texas, be authorized to issue the bonds of the City, in one or more series or issues, in the aggregate principal amount of $105,000,000 with the bonds of each such series or issues, respectively, to mature serially within not to exceed twenty-five years from their date, and to be sold at such prices and bear interest at such rates, as shall be determined within the discretion of the City Council, in accordance with law at the time of issuance, for the purpose of constructing, improving, extending, expanding, upgrading and/or developing streets, roads, bridges, and intersections, to wit: (i) Northwest Blvd Bridge -Fontana Dr to Austin Ave, Rivery Blvd Extension -Williams Dr to Northwest Blvd, IH 35 NB Frontage Road -Williams Dr to Lakeway Bridge, Southwest Bypass -Wolf Ranch Pkwy to Leander Rd, Wolf Ranch Pkwy-DB Wood Dr to Southwest Bypass, Intersection/Capital Pool, Leander Bridge at IH 35, NE Inner Loop -Stadium Dr to FM 971, Stadium Dr (CR 151)-Austin Ave to NE Inner Loop, Southwestern Blvd-Raintree Dr to SE Inner Loop, SH 29 (Haven Lane to SH 130),Leander Rd (RM 2243)- 400ft W of SW Bypass to River Ridge, DB Wood Dr- SH 29 to Oak Ridge Dr, Southwest Bypass -Wolf Ranch Pkwy to SH29, sidewalk, safety and ADA accessibility pool and related utility relocation, sidewalk, safety and operational improvements, purchase of any necessary rights - of -way, drainage and other related costs and (ii) preliminary engineering and rights - of -way acquisition for Williams Dr-Rivery Blvd. to Frontage Rd, IH 35 SB Frontage Road -Williams Dr to Rivery Blvd, SE Inner Loop- Southwestern Blvd to IH 35, SE Inner Loop-SH 29 to Southwestern Blvd, Shell Rd -Williams Dr to Shell Spur Rd, DB Wood Dr -Oak Ridge Dr to Lake Overlook Dr; and shall said City Council be authorized to levy and cause to be assessed and collected annual ad valorem taxes on all taxable property in the City in an amount sufficient to pay the annual interest on said bonds and provide a sinking fund to pay the bonds at maturity? WHEREAS, the City Council has previously issued general obligation bonds utilizing a total of $60,470,000 of the May 9, 2015 Proposition authorization and has reserved the right to issue the remaining $44,530,000 of bonds authorized but unissued from the May 9, 2015 Proposition authorization with such previous general obligation bonds being as follows: its General Obligation Bonds, Series 2015A (utilizing $10,075,000); its General Obligation Bonds, Series 2016 (utilizing $10,000,000); its General Obligation Bonds, Series 2017 (utilizing $2,635,000); its General Obligation Bonds, Series 2018 (utilizing $16,550,000); its General 2 GTO W N\GOA\2 L Ordinance Obligation Bonds, Series 2019 (utilizing $5,330,000); its General Obligation Bond, Series 2020 (utilizing $9,080,000) and its General Obligation Bond, Series 2021 (utilizing $6,800,000); WHEREAS, the City Council deems it to be in the best interest of the City to issue $3,005,000 of the May 9, 2015 Proposition authorization, reserving the right from time to time to issue the remaining $41,525,000 of bonds authorized but unissued from such authorization; WHEREAS, at an election held within the City on May 1, 2021 the voters of the City authorized the City Council of the City to issue in one or more series the bonds set forth in the proposition set forth below: PROPOSITION Shall the City Council of the City of Georgetown, Texas, be authorized to issue bonds of the City, in one or more series or issues, in the aggregate principal amount of $90,000,000 with the bonds of each such series or issues, respectively, to mature serially within not to exceed twenty-five years from their date, and to be sold at such prices and bear interest at such rates, as shall be determined within the discretion of the City Council, in accordance with law at the time of issuance, for the purpose of constructing, improving, extending, expanding, upgrading and/or developing transportation projects for streets, roads, bridges, and intersections, including SE Inner Loop, Shell Road, Williams Drive, DB Wood Road, Leander Road, Austin Avenue, Rockride Lane, and Westinghouse Road, and also including related utility relocation, sidewalks, traffic safety and operational improvements, the purchase of any necessary rights -of -way, design costs, drainage and other related costs; and shall said City Council be authorized to levy and cause to be assessed and collected annual ad valorem taxes on all taxable property in the City in an amount sufficient to pay the annual interest on said bonds and provide a sinking fund to pay the bonds at maturity? WHEREAS, the City Council has previously not issued any general obligation bonds utilizing the May 1, 2021 Proposition A authorization and has the right to issue $90,000,000 of bonds authorized but unissued from such authorization; WHEREAS, the City Council deems it to be in the best interest of the City to issue $20,995,000 of the May 1, 2021 Proposition A authorization, reserving the right from time to time to issue the remaining $69,005,000 of bonds authorized but unissued from such authorization; and WHEREAS, it is hereby officially found and determined that the meeting at which this Ordinance was passed was open to the public, and public notice of the time, place and purpose of the meeting was given, all as required by Chapter 551, Texas Government Code, 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 GTO W N\GOA\2 l: Ordinance NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF GEORGETOWN, TEXAS: Section 1. RECITALS, AMOUNT AND PURPOSE OF THE BONDS AND VISION STATEMENT. (a) Recitals, Amount and Purpose. The recitals set forth in the preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this section. The Bond or Bonds of the City are hereby authorized to be issued pursuant to Chapter 1331, Texas Government Code, as amended and delivered in the aggregate principal amount of $25,295,000 for the purpose of. (i) constructing, improving, extending, expanding, upgrading and/or developing streets, roads, bridges and intersections and related utility relocation, sidewalks, traffic safety and operational improvements, purchase of any necessary rights -of -way, drainage and other related costs as further set forth in Proposition No. 1 approved at the November 4, 2008 election (in a principal amount of $46,000,000 and utilizing $4,000,000 of voted authority); (ii) constructing, improving, extending, expanding, upgrading and/or developing streets, roads, bridges, and intersections, sidewalk, safety and ADA accessibility pool and related utility relocation, sidewalk, safety and operational improvements, purchase of any necessary rights -of - way, drainage and other related costs as further set forth in the Proposition approved at the May 9, 2015 election (in a principal amount of $105,000,000 and utilizing $3,005,000 of voted authority); (iii) constructing, improving, extending, expanding, upgrading and/or developing transportation projects for streets, roads, bridges, and intersections, including related utility relocation, sidewalks, traffic safety and operational improvements, the purchase of any necessary rights -of -way, design costs, drainage and other related costs as further set forth in Proposition A approved at the May 1, 2021 election (in a principal amount of $90,000,000 and utilizing $20,995,000 of voted authority); and (iv) paying the costs of issuing the Bonds. (b) Vision Statement. The City Council hereby finds that the enactment of this Ordinance and issuance of the Bonds complies with the Vision Statement of the City. Section 2. DESIGNATION DATE DENOMINATIONS NUMBERS AND MATURITIES OF BONDS. Each bond issued pursuant to this Ordinance shall be designated: "CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION BONDS, SERIES 2021" and initially there shall be issued, sold, and delivered hereunder fully registered bonds, without interest coupons, dated September 8, 2021, in the respective denominations and principal amounts hereinafter stated, numbered consecutively from R-1 upward (except the Initial Bond submitted to the Attorney General of the State of Texas which will be numbered T-1), payable to the respective initial registered owners thereof (as designated in Section 11 hereof), or to the registered assignee or assignees of the Bonds or any portion or portions thereof (in each case, the "Registered Owner"), and the Bonds shall mature and be payable serially on August 15 in each of the years and in the principal amounts, respectively, as set forth in the following schedule: YEAR AMOUNT YEAR AMOUNT 2022 $3,315,000 2032 $1,200,000 2023 775,000 2033 1,235,000 2024 810,000 2034 1,270,000 2025 850,000 2035 1,310,000 2026 895,000 2036 1,335,000 GTO W MG OA\21: Ordinance 2027 940,000 2037 1,360,000 2028 985,000 2038 1,390,000 2029 1,035,000 2039 1,420,000 2030 1,085,000 2040 1,455,000 2031 1,140,000 2041 1,490,000 The term "Bonds" as used in this Ordinance shall mean and include collectively the bonds initially issued and delivered pursuant to this Ordinance and all substitute bonds exchanged therefor, as well as all other substitute bonds and replacement bonds issued pursuant hereto, and the term "Bond" shall mean any of the Bonds. Section 3. INTEREST. The Bonds scheduled to mature during the years, respectively, set forth below shall bear interest from the dates specified in the FORM OF BOND set forth in this Ordinance to their respective dates of maturity at the following rates per annum: YEAR RATE YEAR RATE 2022 5.000 % 2032 3.000% 2023 5.000 2033 3.000 2024 5.000 2034 3.000 2025 5.000 2035 2.000 2026 5.000 2036 2.000 2027 5.000 2037 2.000 2028 5.000 2038 2.000 2029 5.000 2039 2.500 2030 5.000 2040 2.500 2031 5.000 2041 2.500 Interest shall be payable in the manner provided and on the dates stated in the FORM OF BOND set forth in this Ordinance. Section 4. CHARACTERISTICS OF THE BONDS. (a) Registration. Transfer, Conversion and Exchange: Authentication. The City shall keep or cause to be kept at The Bank of New York Mellon Trust Company, National Association in Dallas, Texas (the "Paying Agent/Registrar") books or records for the registration of the transfer, conversion and exchange of the Bonds (the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers, conversions and exchanges under such reasonable regulations as the City and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein provided within three days of presentation in due and proper form. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the Registered Owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each Registered Owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The City shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books GTO W N\GOA\21: Oi finance confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The Paying Agent/Registrar shall make a copy of the Registration Books available in the State of Texas. The City shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Bond or Bonds. Registration of assignments, transfers, conversions and exchanges of Bonds shall be made in the manner provided and with the effect stated in the FORM OF BOND set forth in this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. Except as provided in Section 4(c) hereof, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the Bond, and no such Bond shall be deemed to be issued or outstanding unless such Bond is so executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for conversion and exchange. No additional ordinances, orders, 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) Payment of Bonds and Interest. The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the City and the Paying Agent/Registrar with respect to the Bonds, and of all conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (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 6 GTO W N\GOA\21: Ordinance administered and the Paying Agent/Registrar and the City shall have certain duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF BOND set forth in this Ordinance. The Bonds initially issued and delivered pursuant to this Ordinance are not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in conversion of and exchange for any Bond or Bonds issued under this Ordinance the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF BOND. (d) Substitute Paring Agent/Re isg tray. 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 -Entry -Only System. The Bonds issued in exchange for the Bonds initially issued as provided in Section 4(h) shall be issued in the form of a separate single fully registered Bond for each of the maturities thereof registered in the name of Cede & Co., as nominee of The Depository Trust Company of New York ("DTC") and except as provided in subsection (f) hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among DTC participants (the "DTC Participant") or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC 7 GTO W N\GOA\2 I : Ordinance Participant or any other person, other than a Registered Owner, as shown on the Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC Participant or any person, other than a Registered Owner, as shown on the Registration Books of any amount with respect to principal of or interest on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, but to the extent permitted by law, the City and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose of payment of principal of and interest, with respect to such Bond, for the purposes of registering transfers with respect to such Bond, and for all other purposes of registering transfers with respect to such Bonds, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the Bonds only to or upon the order of the respective Registered Owners, as shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to payment of principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in the 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 [.otter 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. GTO W N\GOA\2l: Ordinance (i) Cancellation of Initial Bond. On the closing date, one Initial Bond representing the entire principal amount of the Bonds, payable in stated installments to the order of the purchaser of the Bonds or its designee set forth in Section 11 of this Ordinance, executed by manual or facsimile signature of the Mayor or Mayor Pro-Tem and City Secretary, approved by the Attorney General of Texas, and registered and manually signed by the Comptroller of Public Accounts of the State of Texas, will be delivered to such initial purchaser set forth in Section 11 of this Ordinance or its designee. Upon payment for the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond and deliver to DTC on behalf of such purchaser one registered definitive Bond for each year of maturity of the Bonds, in the aggregate principal amount of all the Bonds for such maturity. Section 5. FORM OF 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. NO. R- INTEREST RATE FORM OF BOND UNITED STATES OF AMERICA STATE OF TEXAS WILLIAMSON COUNTY CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION BOND, SERIES 2021A DATE OF BOND September 8, 2021 REGISTERED OWNER: PRINCIPAL AMOUNT: MATURITY DATE PRINCIPAL AMOUNT CUSIP NO. ON THE MATURITY DATE specified above, 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 initial date of delivery of the Bonds, on February 15, 2022 and semiannually thereafter on each August 15 and February 15 to the maturity date specified above, or the date of redemption prior to maturity, at the interest rate per annum specified above calculated on the basis of a 360-day year of twelve 30-day months; except that if this Bond is required to be authenticated and the date of its authentication is later than the OTO W N\OOA\21. O i di uauce 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 Bank of New York Mellon Trust Company, N.A., (the "Paying Agent/Registrar") at their office for payment in Dallas, Texas (the "Designated Payment/Transfer Office"). The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the Registered Owner hereof on each interest payment date by check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the City required by the ordinance authorizing the issuance of this Bond (the "Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the Registered Owner hereof, at its address as it appeared on the close of business on the last 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 bearing such interest rate shall be selected in accordance with the arrangements between the City and the securities depository. ANY ACCRUED INTEREST due at maturity as provided herein shall be paid to the Registered Owner upon presentation and surrender of this Bond for payment at the Designated Payment/Transfer Office of the Paying Agent/Registrar. The City covenants with the Registered 10 OTOWN\OOA\2 ]. Oidivauuu 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 September 8, 2021, authorized in accordance with the Constitution and laws of the State of Texas in the aggregate principal amount of $25,295,000 FOR THE PURPOSE OF: (I) CONSTRUCTING, IMPROVING, EXTENDING, EXPANDING, UPGRADING AND/OR DEVELOPING STREETS, ROADS, BRIDGES AND INTERSECTIONS AND RELATED UTILITY RELOCATION, SIDEWALKS, TRAFFIC SAFETY AND OPERATIONAL IMPROVEMENTS, PURCHASE OF ANY NECESSARY RIGHTS -OF -WAY, DRAINAGE AND OTHER RELATED COSTS AS FURTHER SET FORTH IN PROPOSITION NO. 1 APPROVED AT THE NOVEMBER 4, 2008 ELECTION; (II) CONSTRUCTING, IMPROVING, EXTENDING, EXPANDING, UPGRADING AND/OR DEVELOPING STREETS, ROADS, BRIDGES, AND INTERSECTIONS, SIDEWALK, SAFETY AND ADA ACCESSIBILITY POOL AND RELATED UTILITY RELOCATION, SIDEWALK, SAFETY AND OPERATIONAL IMPROVEMENTS, PURCHASE OF ANY NECESSARY RIGHTS -OF -WAY, DRAINAGE AND OTHER RELATED COSTS AS FURTHER SET FORTH IN THE PROPOSITION APPROVED AT THE MAY 9, 2015 ELECTION; (III) CONSTRUCTING, IMPROVING, EXTENDING, EXPANDING, UPGRADING AND/OR DEVELOPING TRANSPORTATION PROJECTS FOR STREETS, ROADS, BRIDGES, AND INTERSECTIONS, INCLUDING RELATED UTILITY RELOCATION, SIDEWALKS, TRAFFIC SAFETY AND OPERATIONAL IMPROVEMENTS, THE PURCHASE OF ANY NECESSARY RIGHTS -OF -WAY, DESIGN COSTS, DRAINAGE AND OTHER RELATED COSTS AS FURTHER SET FORTH IN PROPOSITION A APPROVED AT THE MAY 1, 2021 ELECTION; AND (IV) PAYING THE COSTS OF ISSUING THE BONDS. ON AUGUST 15, 2030, or on any date thereafter, the Bonds of this Series maturing on and after August 15, 2031 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). tt OTOWN\00A\21.Oidiii nce 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 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 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 12 GTO W N\GOA\21: Ordinance any such portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Bond may be executed by the Registered Owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions hereof from time to time by the Registered Owner. The Paying Agent/Registrar's reasonable standard or customary fees and charges for assigning, transferring, converting and exchanging any Bond or portion thereof will be paid by the City. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to make any such transfer, conversion, or exchange during the period commencing on the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date. WHENEVER the beneficial ownership of this Bond is determined by a book entry at a securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring this Bond shall be modified to require the appropriate person or entity to meet the requirements of the securities depository as to registering or transferring the book entry to produce the same effect. 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. 13 GTOWN\GOA\21Ordinance ipi two .l a ►. %�1 l�l — - [CITY SEAL] 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) 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 THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION 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) 14 GTO W N\GOM21: Ordinance the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. 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 BOND The Initial Bond shall be in the form set forth in this Section, except that: 15 GTO W N\GOA\2l : Ordinance A. immediately under the name of the Bond, the headings "INTEREST RATE" and "MATURITY DATE" shall both be completed with the words "As shown below" and "CUSIP NO." shall be deleted. B. the first paragraph shall be deleted and the following will be inserted: "ON THE MATURITY DATE SPECIFIED BELOW, the City of Georgetown, Texas (the "City"), being a political subdivision, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), in each of the years on August 15 in the principal installments and bearing interest at the per annum rates set forth in the following schedule: Year Amount Rate (Information from Sections 2 and 3 to be inserted) The City promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360-day year of twelve 30-day months) from the initial date of delivery of the Bonds at the respective Interest Rate per annum specified above. Interest is payable on February 15, 2022 and semiannually on each August 15 and February 15 thereafter to the date of payment of the principal installment specified above; except, that if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such principal amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full." C. The initial Bond shall be numbered "T-1." Section 6. TAX LEVY. (a) Payment of the Bonds. A special Interest and Sinking Fund (the "Interest and Sinking Fund") is hereby created solely for the benefit of the Bonds, and the Interest and Sinking Fund shall be established and maintained by the City at an official depository bank of the City. The Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the City, and shall be used only for paying the interest on and principal of the Bonds. All ad valorem taxes levied and collected for and on account of the Bonds shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year while any of the Bonds or interest thereon are outstanding and unpaid, the governing body of the City shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient, 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 16 GTOWN\GOA\21! Ordinance 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. Section 7. DEFEASANCE OF BONDS (a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent provided in subsections (c) and (e) of this Section, when payment of the principal of such Bond, plus interest thereon to the due date or dates (whether such due date or dates be by reason of maturity, upon redemption, or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof (including the giving of any required notice of redemption or the establishment of 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 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. (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 17 GTO W N\GOA\21: Ordinance 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. As used herein, "Defeasance Securities" means (i) Federal Securities and (ii) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the City adopts or approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the funding of an escrow to effect the defeasance of the Bonds are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent. "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 8. 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 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 18 GTO W N\GOA\21: Ordinance loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond, the Registered Owner shall furnish to the City and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Bond, as the case may be. In every case of damage or mutilation of a Bond, the Registered Owner shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any such Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Bond, the City may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement Bond, the Paying Agent/Registrar shall charge the Registered Owner of such Bond with all legal, printing, and other expenses in connection therewith. Every replacement Bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under this Ordinance. (e) Authority for Issuing Replacement Bonds. In accordance with Subchapter B of Texas Government Code, Chapter 1206, this Section of this Ordinance shall constitute authority for the issuance of any such replacement Bond without necessity of further action by the governing body of the City or any other body or person, and the duty of the replacement of such Bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with the effect, as provided in Section 4(a) of this Ordinance for Bonds issued in conversion and exchange for other Bonds. Section 9. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED. The Mayor of the City is hereby authorized to have control of the Bonds initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Bonds pending their delivery and their investigation, examination, and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Bonds the Comptroller of Public Accounts (or a deputy designated in writing to act for the Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Bonds, and the seal of the Comptroller shall be impressed, or placed in facsimile, on such Certificate. The approving legal opinion of the City's Bond Counsel and the assigned CUSIP numbers may, at the option of the City, be printed on the Bonds issued and delivered under this Ordinance, but neither shall have any legal effect, and shall be solely for the convenience and information of the Registered Owners of the Bonds. In addition, if bond insurance or other credit enhancement is obtained, the Bonds may bear an appropriate legend. 19 OTO W N\OOA\21. Oi di uance 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, and the Mayor is hereby authorized to execute such engagement letter. Additionally, a closing instruction letter executed by the City's Finance Director shall further provide for the fees and expenses to be paid for such bond counsel services. Section 10. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE 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 Bonds as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the City covenants as follows: (1) to take any action to assure that no more than 10 percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds of the Bonds or the projects financed therewith are so used, such amounts, whether or not received by the City, with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Bonds, in contravention of section 141(b)(2) of the Code; (2) to take any action to assure that in the event that the "private business use" described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" which is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (3) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; (4) to refrain from taking any action which would otherwise result in the Bonds being treated as "private activity bonds" within the meaning of section 141(b) of the Code; (5) to refrain from taking any action that would result in the Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code; 20 GTO W N\GOA\21: Ordinance (6) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Bonds, other than investment property acquired with -- (A) proceeds of the Bonds invested for a reasonable temporary period of 3 years or less or, in the case of a refunding bond, for a period of 90 days 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 Bonds; (7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage); (8) to refrain from using the proceeds of the 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 Bonds in contravention of the requirements of section 149(d) of the Code (relating to advance refundings); and (9) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. (b) Rebate Fund. In order to facilitate compliance with the above covenant (9), a "Rebate Fund" is hereby established by the City for the sole benefit of the United States of America, and such fund shall not be subject to the claim of any other person, including without limitation the bondholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. (c) Proceeds. The City understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds not expended prior to the date of issuance of the Bonds. It is the understanding of the City that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the City 21 (➢' I'O W N\U V A\21: Ordinance will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the City agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance of such intention, the City hereby authorizes and directs the City Manager, 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 Bonds. This Ordinance is intended to satisfy the official intent requirements set forth in Section 1.150-2 of the Treasury Regulations. (d) Allocation Of, and Limitation On, Expenditures for the Proiect. The City covenants to account for the expenditure of sale proceeds and investment earnings to be used for the purposes described in Section 1 of this Ordinance (the "Project") on its books and records in accordance with the requirements of the Code. The City recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the Project is completed; but in no event later than three years after the date on which the original expenditure is paid. The foregoing notwithstanding, the City recognizes that in order for proceeds to be expended under the Code, the sale proceeds or investment earnings must be expended no more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Bonds, or (2) the date the Bonds are retired. The City agrees to obtain the advice of nationally -recognized bond counsel if such expenditure fails to comply with the foregoing to assure that such expenditure will not adversely affect the tax-exempt status of the Bonds. For purposes hereof, the City shall not be obligated to comply with this covenant if it obtains an opinion that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. (e) Disposition of Project. The City covenants that the property constituting the Project will not be sold or otherwise disposed of in a transaction resulting in the receipt by the City of cash or other compensation, unless the City obtains an opinion of nationally -recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of the 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 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 11. SALE OF BONDS. The Bonds are hereby awarded and sold to the bidder whose bid produced the lowest true interest cost, pursuant to the taking of public bids therefor, on this date, and shall be delivered to Robert W. Baird & Co. Inc. (the "Purchaser") at a price of $28,148,740.10 (representing the par amount of the Bonds of $25,295,000 plus a net initial 22 GTO W N\GOA\2 1: Ordi nance reoffering premium of $3,056,312.40 less a Purchaser's discount of $202,572.30). It is hereby officially found, determined and declared that the terms of this sale are the most advantageous reasonably obtainable and are in the best interest of the City. The Bonds shall initially be registered in the name of the Purchaser. Pursuant to Sections 1201.029 and 1201.042, Texas Government Code, the $3,056,312.40 of net reoffering premium generated by the sale of the Bonds is allocated to be used as follows: (i) $202,572.30 for the Purchaser's discount, (ii) $146,047.25 for costs of issuance of the Bonds, (iii) $2,692.85, representing the rounding amount, to be deposited to the Interest and Sinking Fund and (iv) $28,000,000 to be used to pay the costs of the projects being financed by the Bonds described in Section 1 (with the total voted authorization utilized by the Bonds being as set forth in the recitals to this Ordinance). Section 12. 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. (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 23 Ci'['O W N\OOA\21: Ordinance 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 13. APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT LETTER OF REPRESENTATIONS AND OFFICIAL STATEMENT. Attached hereto as Exhibit "A" is a substantially final form of Paying Agent/Registrar Agreement. Each the Mayor, the City Manager and the Finance Director of the City are hereby authorized to amend, complete or modify such agreement as necessary and are further authorized to execute such agreement. 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. The City hereby approves the form and content of the Notice of Sale and Preliminary Official Statement and Official Statement relating to the Bonds and any addenda, supplement or amendment thereto, and approves the distribution of such Official Statement in the reoffering of the Bonds by the initial Purchaser in final form, with such changes therein or additions thereto as the officer executing the same may deem advisable, such determination to be conclusively evidenced by his execution thereof. The distribution and use of the Preliminary Official Statement dated April 15, 2021, prior to the date hereof is ratified and confirmed. The City Council of the City hereby finds and determines that the Preliminary Official Statement and the Official Statement were and are "deemed final" (as that term is defined in 17 C.F.R. Section 240.15c-12) as of their respective dates. Section 14. CONTINUING DISCLOSURE UNDERTAKING. (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 2021, financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 13 of this Ordinance, being information of the type described in Exhibit "B" hereto, 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 24 G I'O W N\GOA\21: Ordinance the City, when and if available. Any financial statements to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit "B" hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and 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. 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 25 GTO W N\GOA\2l: Ordinance 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; and (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 (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 7 of this Ordinance that causes the Bonds to be no longer 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 makes 26 GTO W N\GOA\2l : Ordinance no 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. 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 ing Information, and Incorporation by Reference. All financial information, operating data, financial statements, and notices required by this Section to be 27 O 1"U W N\OOA\21: Ordinance 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 Web site or filed with the SEC. (e) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: "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. "MSRB" means the Municipal Securities Rulemaking Board. "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. Section 15. AMENDMENT OF ORDINANCE. The City hereby reserves the right to amend this Ordinance subject to the following terms and conditions, to -wit: (a) The City may from time to time, without the consent of any holder, except as otherwise required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any ambiguity, defect or omission in this Ordinance that does not materially adversely affect the interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as shall not be inconsistent with the provisions of this Ordinance and that shall not materially adversely affect the interests of the holders, (iv) qualify this Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time in effect, (v) obtain insurance or ratings on the Bonds, (vi) obtain the approval of the Attorney General of the State of 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, 28 GTO W N\GOA\21: Ordinance 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. (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. (t) 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. 29 GTO W N\GOA\21: Ordinance Section 16. NO RECOURSE AGAINST CITY OFFICIALS. No recourse shall be had for the payment of principal of or interest on the Bonds or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Bonds. Section 17. 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 and the Official Statement. In addition, prior to the initial delivery of the Bonds, the Mayor, is hereby authorized and directed to approve any changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement or (ii) obtain the approval of the Bonds by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. Section 18. 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 terns 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 of ad valorem taxes to secure the payment of the Bonds. Section 19. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions, or parts thereof, which are in conflict or inconsistent with any provisions of this Ordinance are hereby repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. Section 20. INTERESTED PARTIES. Nothing in this Ordinance expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the City and the registered owners of the Bonds, any right, remedy or claim under or by reason of this Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises 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 21. INCORPORATION OF RECITALS. The City hereby finds that the statements set forth in the recitals of this Ordinance are true and correct, and the City hereby incorporates such recitals as a part of this Ordinance. 30 GTO W N\GOA\2l: Ordinance Section 22. SEVERABILITY. The provisions of this Ordinance are severable; and in case any one or more of the provisions of this Ordinance or the application thereof to any person or circumstance should be held to be invalid, unconstitutional, or ineffective as to any person or circumstance, the remainder of this Ordinance nevertheless shall be valid, and the application of any such invalid provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby. Section 23. EFFECTIVE DATE. This Ordinance shall become effect immediately from and after its passage on first and final reading in accordance with Section 1201.028, Texas Government Code, as amended. Section 24. PERFECTION. Chapter 1208, Government Code, applies to the issuance of the Bonds and the pledge of ad valorem taxes granted by the City under Section 6 of this Ordinance, and such pledge is therefore valid, effective and perfected. If Texas law is amended at any time while the Bonds are outstanding and unpaid such that the pledge of ad valorem taxes granted by the City under Section 6 of this Ordinance is to be subject to the filing requirements of Chapter 9, Business & Commerce Code, then in order to preserve to the registered owners of the Bonds the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Business & Commerce Code and enable a filing to perfect the security interest in said pledge to occur. Section 25. 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 each series 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. 31 GTOWN\GOA\21: Ordinance IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and approved on the first and final reading on the 1 Oth day of August, 2021. GEORGETOWN. TEXAS Schroeder, Mayor of Georgetown, Texas ATTEST: Robyn Den more, City Secretary APPROVED AS TO FORM: Skye kassd6,City Attorney SigPg GTO W N\GOA\2 l : Ordinance EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT [See Separate Tab of Transcript] A-1 GTO W N\GO A\21: Ordinance EXHIBIT B DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 14 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: (1) Table 1 - Valuation, Exemptions and Ad Valorem Tax Debt; (2) Table 2 - Taxable Assessed Valuations by Category; (3) Table 3 - Valuation and Ad Valorem Tax Debt History; (4) Table 4 - Tax Rate, Levy and Collection History; (5) Table 5 - Ten Largest Taxpayers; (6) Table 8 - Ad Valorem Tax Debt Service Requirements; (7) Table 10 — Authorized by Unissued General Obligation Bonds; and (8) Table 11 — General Fund Revenues and Expenditure History; and (9) Table 12 — Municipal Sales Tax History. (10) Appendix B. Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements contained in Appendix B to the Official Statement. B-1 GTO W N\GOA\21: Ordinance IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and approved on the first and final reading on the 101h day of August, 2021. CITY PV, GEORGETOWN, TEXAS Texas ATTEST: Robyn Den ore, City Secretary APPROVED AS TO FORM: A,4 Skye Kasson, ity Attorney SigPg GTO W N\GOA\21: Ordinance GENERAL AND NO -LITIGATION CERTIFICATE THE STATE OF TEXAS § COUNTY OF WILLIAMSON § CITY OF GEORGETOWN § We, the undersigned officers of the City, hereby certify as follows: GENERAL 1. This certificate is executed for and on behalf of the City, for the benefit of the Attorney General of the State of Texas and for the benefit of the Purchaser in connection with the issuance of the Bonds. The capitalized terms used herein, unless otherwise defined herein, shall have the meanings whenever they are used as given in Exhibit "A" attached hereto. 2. Any certificate signed by an official of the City delivered to the Purchaser or the Attorney General of the State of Texas shall be deemed a representation and warranty by the City as to the statement made therein. The Public Finance Division of the Office of the Attorney General of the State of Texas is hereby authorized to date this certificate as of the date of approval of the Bonds and is entitled to rely upon the accuracy of the information contained herein unless notified by telephone or fax to the contrary. The Comptroller of Public Accounts is further authorized to register the Bonds upon receipt of the Attorney General approval. After registration, the Bonds, opinions and registration papers shall be delivered to Richard S. Donoghue at McCall, Parkhurst & Horton L.L.P. MATTERS RELATING TO THE CITY 3. A true and correct copy of the winning bid for the Bonds submitted to and accepted by the City Council of the City is attached hereto as Exhibit "B". 4. The City is a duly incorporated home rule city, operating and existing under the Texas Constitution and laws of the State of Texas, including its Charter which has not been amended since the issuance by the City of its last series of obligations. 5. No litigation of any nature has ever been filed or pending or, to the best of our knowledge, threatened, pertaining to, affecting or contesting: (a) the Ordinance (b) the issuance, delivery, payment, security or validity of the Bonds; (c) the authority of the governing body and the officers of the City to issue, execute and deliver the Bonds; (d) the validity of the corporate existence of the City; (e) the current tax rolls of the City; and no litigation is pending pertaining to, affecting, questioning or contesting the current boundaries of the City. Gtown\GOA\21: GenNoLitCert 6. Neither the corporate existence nor boundaries of the City is being contested, no litigation has been filed or is now pending which would affect the authority of the officers of the City to issue, execute, sign and deliver the Bonds, and that no authority or proceedings for the issuance of the Bonds have been repealed, revoked or rescinded. 7. We officially executed and signed the Bonds with our manual signatures or by causing facsimiles of our manual signatures to be imprinted or copied on each of the Bonds, and, if appropriate, we hereby adopt such facsimile signatures as our own, respectively, and declare that such facsimile signatures constitute our signatures the same as if we had manually signed each of the Bonds. 8. The Bonds are substantially in the form, and have been duly executed and signed in the manner, prescribed in the Ordinance. 9. At the time we so executed and signed the Bonds we were, and at the time of executing this certificate we are, the duly chosen, qualified and acting officers indicated therein, and authorized to execute the same. 10. We have caused the official seal of the City to be impressed, or printed, or copied on the Bonds and such seal on the Bonds has been duly adopted as, and is hereby declared to be, the official seal of the City. 11. The currently outstanding tax debt of the City, including the proposed Bonds, are set forth in Exhibit "C" hereto. The City is not in default in connection with any of the covenants, conditions or obligations contained in the ordinances authorizing the issuance of the outstanding obligations listed in such exhibit, and the interest and sinking funds and reserve funds, if any, for the outstanding obligations contain the amount now required to be on deposit therein. 12. The combined debt service schedule of all outstanding tax debt of the City, including the proposed Bonds, is set forth in Exhibit "D" hereto. 13. The currently effective ad valorem Tax Rolls of said City are those for the year 2020-2021, being the most recently approved Tax Rolls of the City; that the taxable property in the City has been assessed as required by law; that the Tax Assessor of the City has duly verified the aforesaid Tax Rolls; and that the assessed value of taxable property in the City upon which the annual ad valorem tax of the City has been levied (after deducting the amount of all exemptions, if any, taken or required to be given under the Constitution and laws of the State of Texas), according to the aforesaid Tax Rolls for the year, as delivered to the City Secretary, and finally approved and recorded by the City Council of the City, is $9,174,336,112. 14. The City will satisfy the appraisal requirements, as applicable, of Section 252.051 of the Texas Local Government Code for any real property that is purchased by the City with proceeds from the Bonds. Gtown\GOA\21: GenNol,Kert 15. In connection with the elections authorizing the Bonds, the City complied with the Voting Rights Act of 1965, as amended, and the Texas Election Code. 16. The weighted average maturity of the Bonds is years. The reasonably expected weighted average economic life of the improvements and personal property financed with the Bonds is years. The weighted average maturity of the Bonds does not exceed 120 percent of the reasonably expected weighted average economic life of the improvements and personal property financed with the Bonds (_ years). Attached hereto as Exhibit "E" are schedules showing (i) the weighted average maturity of the Bonds and (ii) reasonably expected weighted average economic life of the improvements and personal property financed with the Bonds. 17. The City has received all required disclosure filings, if any, under Section 2252.908 of the Texas Government Code in connection with the authorization and issuance of the Bonds and has acknowledged receipt of such filings with the Texas Ethics Commission ("TEC") in accordance with TEC's rules. 18. The City verifies that, pursuant to Section 2271.002 of the Texas Government Code, that all contracts with a company (as such term is defined in Section 808.001 of the Texas Government Code) within the transcript of proceedings for the Bonds to which such section applies, include a written verification that such company (i) does not "Boycott Israel" (as such term is defined in Section 808.001 of the Texas Government Code) and (ii) will not Boycott Israel during the term of the such respective contract. 19. With respect to the contracts contained within the transcript of proceedings that are subject to Section 2252.152, Texas Government Code, the City has verified, as of the date of execution, none of the counter parties to those contracts are listed as scrutinized companies with business operations in Sudan or Iran or that engage in scrutinized business operations with foreign terrorist organizations, or are companies known to have contracts with or provide supplies or services to a "foreign terrorist organization" or "designated foreign terrorist organization" on the lists prepared and maintained pursuant to Texas Government Code Sections 2270.0201 or 2252.153. 20. The City verifies that, pursuant to Section 2274.002 of the Texas Government Code, that all contracts with a company (as such term is defined in Section 2274.001 of the Texas Government Code) within the transcript of proceedings for the Bonds to which such section applies, include a written verification that such company does not have a practice, policy, guidance or directive that "discriminate against a firearm entity or firearm trade association" (as such term is defined in Section 2274.001 of the Texas Government Code) and will not discriminate against a firearm entity or firearm trade association during the term of such respective contract. 21. The City verifies that, pursuant to Section 2274.002 of the Texas Government Code, that all contracts with a company (as such term is defined in Section 808.001 of the Texas Government Code) within the transcript of proceedings for the Bonds to which such section applies, include a written verification that such company (i) does not "Boycott energy 3 Gtown\GOA\21: GenNoUtCert company[ies]" (as such term is defined in Section 809.001 of the Texas Government Code) and (ii) will not Boycott energy companies during the term of the such respective contract. CLOSING MATTERS 22. To our best knowledge and belief: (a) the descriptions and statements of or pertaining to the City contained in its Official Notices of Sale, Bid Form and the Preliminary Official Statement dated August _, 2021, the Final Official Statement dated August 10, 2021 and any addenda, supplement or amendment thereto, for the Bonds, on the date of such Preliminary Official Statement, on the date of sale of the Bonds, and the acceptance of the best bid therefor, and on the date of the delivery, were and are true and correct in all material respects; (b) insofar as the City and its affairs, including its financial affairs, are concerned, such Official Statement did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (c) insofar as the descriptions and statements, including financial data, of or pertaining to entities other than the City and their activities contained in such Official Statement are concerned, such statements and data have been obtained from sources which the City believes to be reliable and that the City has no reason to believe that such information contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein made in light of the circumstances under which they are made not misleading; and (d) there has been no material adverse change in the financial condition of the City since the date of the last audited financial statement of the City appearing in the Official Statement. [The Remainder of This Page is Intentionally Left Blank.] Gtown\GOA\21: GenNoLitCert SIGNED this City Secret NOTARY ACKNOWLEDGMENT Before me, on this day personally appeared the foregoing individuals, known to me to be the officers whose true and genuine signatures were subscribed to the foregoing instrument in my presence. Given under my hand and seal of office this A� 1 /, 2tZI E REN FROST ID # 1053608-4 mmission Expires ay 24, 2024 Notary Public (Notary Seal) SigPg GenNoLitCert Gtown\GOA\21: GenNoLitCert EXHIBIT A DEFINITIONS Bonds - City of Georgetown, Texas General Obligation Bonds, Series 2021A, dated September 8, 2021, in the aggregate principal amount of $ City - City of Georgetown, Texas. City Council - The City Council of the City. Closing - September 8, 2021 or at such other time agreed upon between the City and the Purchaser. Official Statement - Collectively, the Preliminary Official Statement dated August _, 2021 and the Official Statement dated August 10, 2021 relating to the issuance of the Bonds. Ordinance - The "Ordinance Authorizing The Issuance of City of Georgetown, Texas General Obligation Bonds, Series 2021A; Levying An Ad Valorem Tax In Support Of The Bonds; Approving An Official Statement, A Paying Agent/Registrar Agreement And Other Related Documents; Awarding the Sale Of The Bonds And Authorizing Other Matters Relating To The Bonds". Purchaser - Gtown\GOA\21: GenNoUtCert The initial purchaser as set forth in the Official Bid Form for the Bonds. A-1 EXHIBIT B WINNING BID FORM B-1 Gtown\GOA\21: GenNoLitCert EXHIBIT C Otitstwidim-, Ad Valorem Tax Debt Combination Tax and Revenue Certificates of Obligation, Series 2012 1,275,000 General Obligation Refunding Bonds, Series 2012 3,315,000 Combination Tax and Revenue Certificates of Obligation, Series 2013 2,755,000 General Obligation Bonds, Series 2013 6,220,000 General Obligation Refunding Bonds, Series 2013 3,685,000 Combination Tax and Revenue Certificates of Obligation, Series 2014 1,615,000 General Obligation Bonds, Series 2014 3,590,000 General Obligation Refunding Bonds, Series 2014 6,225,000 Combination Tax and Revenue Certificates of Obligation, Series 2015 4,680,000 Combination Tax and Revenue Certificates of Obligation, Taxable Series 2015 5,390,000 General Obligation Bonds, Series 2015 3,365,000 General Obligation Refunding Bonds, Series 2015 2,485,000 General Obligation Bonds, Series 2015A 9,050,000 Combination Tax and Revenue Certificates of Obligation, Series 2016 14,600,000 General Obligation Bonds, Series 2016 10,180,000 General Obligation Refunding Bonds, Series 2016 2,830,000 Combination Tax and Revenue Certificates of Obligation, Series 2017 11,650,000 Gtown\GOA\21: GenNoLitCert C-1 General Obligation Bonds, Series 2017 7,525,000 General Obligation Refunding Bonds, Series 2017 11,235,000 Combination Tax and Revenue Certificates of Obligation, Series 2018 7,610,000 General Obligation Bonds, Series 2018 21,405,000 Combination Tax and Revenue Certificates of Obligation, Series 2019 18,685,000 General Obligation Bonds, Series 2019 4,645,000 Combination Tax and Revenue Certificates of Obligation, Series 2020 10,240,000 General Obligation Bonds, Series 2020 8,610,000 General Obligation Refunding Bonds, Series 2020 4,805,000 Combination Tax and Surplus Revenue Public Property Finance Contractual Obligation, Taxable Series 2021 48,025,000 Combination Tax and Revenue Certificates of Obligation, Series 2021 22,400,000 General Obligation Bonds, Series 2021 7,520,000 General Obligation Refunding Bonds, Series 2021 16,975,000 Combination Tax and Revenue Certificates of Obligation, Series 2021A 21,015,000 General Obligation Bonds, Series 2021A in the process of issuance* Gtown\GOA \21: GenNoLitCert C-2 A E� w C7 E+ E� O a w O a W V w H P� A A O U O E� H U x w O w A E� 0 F 0 H as A A EXHIBIT E WEIGHTED AVERAGE ECONOMIC LIFE AND MATURITY CALCUATIONS E-1 Gtown\GOA \21: GenNoLitCert SIGNED this m®r ice..■ I MrI M or - NOTARY ACKNOWLEDGMENT Before me, on this day personally appeared the foregoing individuals, known to me to be the officers whose true and genuine signatures were subscribed to the foregoing instrument in my presence. Given under my hand and seal of office this KAREN FROST Notary ID # 1053608-4 "ate My Commission Expires v'� nFiti} May 24, 2024 (Notary Seal) Gtown\GOA\21: GenNoLitCert 9� at� Notary Public SigPg GenNoLitCert PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT entered into as of September 8, 2021, (this "Agreement"), by and between the City of Georgetown, Texas (the "Issuer"), and The Bank of New York Mellon Trust Company, N.A. of Dallas, Texas, a banking corporation duly organized and existing under the laws of the United States of America (the 'Bank"). RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its General Obligation Bonds, Series 2021A in the aggregate principal amount of $ ,000, (the "Securities"), such Securities to be issued in fully registered form only as to the payment of principal and interest thereon; and WHEREAS, the Securities are scheduled to be delivered to the initial purchasers thereof on or about September 8, 2021; and WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection with the payment of the principal of, premium, if any, and interest on the Securities and with respect to the registration, transfer and exchange thereof by the registered owners thereof; and WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the Securities; NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Securities. As Paying Agent for the Securities, the Bank shall be responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the Securities as the same become due and payable to the registered owners thereof, all in accordance with this Agreement and the "Ordinance" (hereinafter defined). The Issuer hereby appoints the Bank as Registrar with respect to the Securities. As Registrar for the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of said Securities and with respect to the transfer and exchange thereof as provided herein and in the "Ordinance." The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Securities. GTOWN\GOA\21: PARA Section 1.02. Compensation. As compensation for the Bank's services as Paying Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Schedule A attached hereto for the first year of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year. In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements and advances incurred or made by the Bank in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). ARTICLE TWO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Bank Office" means the designated office of the Bank as indicated on the signature page hereof, except that the payment and registration duties of the Bank will be performed from the Bank's designated office located in Dallas, Texas. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Fiscal Year" means the fiscal year of the Issuer, ending September 30. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Ordinance" mean the orders, ordinances or resolutions of the governing body of the Issuer pursuant to which the Securities are issued, certified by the City Secretary of the Issuer or any other officer of the Issuer and delivered to the Bank. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government. "Predecessor Securities" of any particular Security means every previous Security evidencing all or a portion of the same obligation as that evidenced by such particular Security (and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen Security for which a replacement Security has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the Ordinance). GTOWN\GOA \21: PARA "Redemption Date" when used with respect to any Bond to be redeemed means the date fixed for such redemption pursuant to the terms of the Ordinance. "Registered Owner" each means the Person in whose name a Security is registered in the Security Register. "Responsible Officer" when used with respect to the Bank means the Chairman or Vice - Chairman of the Board of Directors, the Chairman or Vice-chairman of the Executive Committee of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. "Security Register" means a register maintained by the Bank on behalf of the Issuer providing for the registration and transfer of the Securities. "Stated Maturity" means the date specified in the Ordinance on which the principal of a Security is scheduled to be due and payable. Section 2.02. Other Definitions. The terms 'Bank," Issuer," and Securities (Security)" have the meanings assigned to them in the recital paragraphs of this Agreement. The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and functions of this Agreement. ARTICLE THREE PAYING AGENT Section 3.01. Duties of Paying Agent. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of each Security at its Stated Maturity or Redemption Date, to the Registered Owner upon surrender of the Security to the Bank at the Bank Office. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each Security when due, by computing the amount of interest to be paid each Registered Owner and preparing and sending checks by United States Mail, first class postage prepaid, on each payment date, to the Registered Owners of the Securities (or their Predecessor Securities) on the respective Record Date, to the address appearing on the Security Register or by such other method, acceptable GTOWN\GOA \21: PARA to the Bank, requested in writing by the Registered Owner at the Registered Owner's risk and expense. Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities on the dates specified in the Ordinance. Section 3.03. Reporting Renuirements. To the extent required by the Internal Revenue Code of 1986, and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto, the Bank shall report, or assure that a report is made to the Registered Owner and the Internal Revenue Service, any amount of acquisition premium, interest paid on, original issue discount or adjusted basis of the Security. ARTICLE FOUR REGISTRAR Section 4.01. Security Register - Transfers and Exchanges. The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the "Security Register") for recording the names and addresses of the Registered Owners of the Securities, the transfer, exchange and replacement of the Securities and the payment of the principal of and interest on the Securities to the Registered Owners and containing such other information as may be reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and the Bank may prescribe. All transfers, exchanges and replacement of Securities shall be noted in the Security Register. Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the Financial Industry Regulatory Authority, in form satisfactory to the Bank, duly executed by the Registered Owner thereof or his agent duly authorized in writing. The Bank may request any supporting documentation it feels necessary to effect a re - registration, transfer or exchange of the Securities. To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of Securities, the exchange or transfer by the Registered Owners thereof will be completed and new Securities delivered to the Registered Owner or the assignee of the Registered Owner in not more than three (3) business days after the receipt of the Securities to be canceled in an exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Registered Owner, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar. Section 4.02. Certificates. GTOWN\GOA \21: PARA 4 The Issuer shall provide an adequate inventory of printed Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities will be kept in safekeeping pending their use, and reasonable care will be exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than the care maintained by the Bank for debt securities of other political subdivisions or corporations for which it serves as registrar, or that is maintained for its own securities. Section 4.03. Form of Security Register. The Bank, as Registrar, will maintain the Security Register relating to the registration, payment, transfer and exchange of the Securities in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Security Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Security Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4.04. List of Registered Owners. The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the required fee, a copy of the information contained in the Security Register. The Issuer may also inspect the information contained in the Security Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. The Bank will not release or disclose the contents of the Security Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure of the contents of the Security Register, the Bank will notify the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of the Security Register. Section 4.05. Return of Canceled Certificates. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Securities in lieu of which or in exchange for which other Securities have been issued, or which have been paid. Section 4.06. Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby instructs the Bank, subject to the applicable provisions of the Ordinance, to deliver and issue Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as the same does not result in an overissuance. GTOWN\GOA \21: PARA In case any Security shall be mutilated, or destroyed, lost or stolen, the Bank, in its discretion, may execute and deliver a replacement Security of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Security, or in lieu of and in substitution for such destroyed lost or stolen Security, only after (i) the filing by the Registered Owner thereof with the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Security shall be borne by the Registered Owner of the Security mutilated, or destroyed, lost or stolen. Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06. ARTICLE FIVE THE BANK Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care in the performance thereof. The Bank is authorized to transfer funds relating to the closing and initial delivery of the Securities in the manner disclosed in the closing memorandum as prepared by the Issuer's Financial Advisor or other agent. The Bank may act on facsimile or e-mail transmission of the closing memorandum acknowledged by the Financial Advisor or the Issuer as the final closing memorandum. The Bank shall not be liable for any losses, cost or expenses arising directly or indirectly from the Bank's reliance upon and compliance with such instructions Section 5.02. Itciiance on Documents, Etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank. (b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that GTOWN\GOA \21: PARA 6 repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (d) The Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any Securities, but is protected in acting upon receipt of Securities containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the Registered Owner or an agent of the Registered Owner. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security or other paper or document supplied by Issuer. (e) The Bank may consult with counsel, and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. (f) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of the Bank. (g) The Bank shall maintain a copy of the Bond Register within the State of Texas. The Bank is also authorized to transfer funds relating to the closing and initial delivery of the Securities in the manner described in any closing memorandum as prepared by the City, the City's Financial Advisor or other agent. The Bank may act on a facsimile or e-mail transmission of the closing memorandum acknowledged by the City or its Financial Advisor or other agent as the final closing memorandum. The Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from the Bank's reliance upon and compliance with the instructions set forth in the closing memorandum. Section 5.03. Recitals of Issuer. The recitals contained herein with respect to the Issuer and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness. The Bank shall in no event be liable to the Issuer, any Registered Owner or Registered Owners of any Security, or any other Person for any amount due on any Security from its own funds. Section 5.04. Ma Hold Securities. The Bank, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying Agent/Registrar, or any other agent. GTOWN\GOA \21: PARA Section 5.05. Moneys Held by Bank. The Bank shall deposit any moneys received from the Issuer into a trust account to be held in a fiduciary capacity for the payment of the Securities, with such moneys in the account that exceed the deposit insurance available to the Issuer by the Federal Deposit Insurance Corporation, to be fully collateralized with securities or obligations that are eligible under the laws of the State of Texas and the laws of the United States of America to secure and be pledged as collateral for trust accounts until the principal and interest on such securities have been presented for payment and paid to the owner thereof. Payments made from such trust account shall be made by check drawn on such trust account unless the owner of such Securities shall, at its own expense and risk, request such other medium of payment. Subject to the Unclaimed Property Law of the State of Texas, any money deposited with the Bank for the payment of the principal, premium (if any), or interest on any Security and remaining unclaimed for three years after the final maturity of the Security has become due and payable will be paid by the Bank to the Issuer if the Issuer so elects, and the Registered Owner of such Security shall hereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to such monies shall thereupon cease. If the Issuer does not elect, the Bank is directed to report and dispose of the funds in compliance with Title Six of the Texas Property Code, as amended. Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State Court located in the State of Texas and County where either the Bank Office or the administrative offices of the Issuer is located, and agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction in the State of Texas to determine the rights of any Person claiming any interest herein. Section 5.08. Depository Trust Company Services. It is hereby represented and warranted that, in the event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the "Operational Arrangements," effective August 1, 1987, which establishes GTOWN\GOA \21: PARA 8 requirements for securities to be eligible for such type depository trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. Attached hereto is a copy of the Blanket Letter of Representations with The Depository Trust Company. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02. 'Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of this Agreement. Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.05. Successors and Assiens. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed or not. Section 6.06. Severability. In case any provision herein shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. GTOWN\GOA \21: PARA Section 6.07. Benefits of A reement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder. Section 6.08. Entire Agreement. This Agreement and the Ordinance constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this Agreement and the Ordinance, the Ordinance shall govern. Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6.10. Termination. This Agreement will terminate (i) on the date of final payment of the principal of and interest on the Securities to the Registered Owners thereof or (ii) may be earlier terminated by either party upon thirty (30) days written notice; provided, however, an early termination of this Agreement by either party shall not be effective until (a) a successor Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice has been given to the Registered Owners of the Securities of the appointment of a successor Paying Agent/Registrar. Furthermore, the Bank and Issuer mutually agree that the effective date of an early termination of this Agreement shall not occur at any time which would disrupt, delay or otherwise adversely affect the payment of the Securities. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security Register (or a copy thereof), together with other pertinent books and records relating to the Securities, to the successor Paying Agent/Registrar designated and appointed by the Issuer. The provisions of Section 1.02 and of Article Five shall survive and remain in full force and effect following the termination of this Agreement. Section 6.11. Governin Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. GTOWN\GOA \21: PARA 10 Section 6.12. Certifications re ardin Texas Government Code. (a) This Agreement has a value of less than $100,000 for purposes of Sections 2271.002 and 2274.002, Texas Government Code. (b) The Bank represents that, neither the Bank, nor any parent company, wholly- or majority -owned subsidiaries or affiliates of the same, if any, are companies identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer's internet website: littps://comptroller.texas.gov/purchasiLig/does/sudan-list.pd f, littps:I/coiiiptroIlei-.texas.gov/purchasing/docs/iran-list.pdf, or https://comptroller.texas.gov/purchasing/docs/fto-list.pd The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable Federal law and excludes the Bank and each parent company, wholly- or majority -owned subsidiaries, and other affiliates of the same, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. The Bank understands "affiliate" to mean any entity that controls, is controlled by, or is under common control with the Bank and exists to make a profit. Section 6.13. Interested Parties Form Exemption. The Bank represents and warrants that it is exempt from the requirements of Section 2252.908 of the Texas Government Code, as amended, pursuant to subsection (c)(4) thereof, and, accordingly, the Bank is not required to file a Certificate of Interested Parties Form 1295 otherwise prescribed thereunder. GTOWN\GOA \21: PARA I I IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. M. Title GT0WN\G0A\\21: PARA PARA Sig Pg CITY OF GEORGETOWN, TEXAS 808 Mar uther King, Jr Street, G ray own. Texas 78626 GTOWN\GOA\21: PARA PARA Sig Pg SCHEDULE A Paying Agent/Registrar Fee Schedules GTOWN\GOA\21: PARA PARA Sch A CITY OF GEORGETOWN, TEXAS GTOWN\GOA\21: PARA PARA Sig Pg 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. -Z& ", � U, --N1 2 M, � & M, City Sec tary [CITY SEAL] OFFICIAL BID FORM Honorable Mayor and City Council City of Georgetown, Texas 101 East Th Street Georgetown, Texas 78627 Members of the City Council: August 10, 2021 Reference is made to your Official Statement and Notice of Sale and Bidding Instructions, dated July 30, 2021, of $25,295,000 CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION BONDS, SERIES 2021A, both of which constitute a part hereof. For your legally issued Bonds, in the aggregate principal amount of $25,295,000, we will pay you a price of $28,148,740.10, representing approximately 1 l 1.282% of the par value. Such Bonds mature August 15, in each of the years and in the amounts and interest rates shown below: Maturity Principal Interest Maturity Principal Interest (August 15) Amount Rate (August 15) Amount Rate 2022 $ 3,315,000 5.000% 2032 $ 1,200,000 3.000% 2023 775,000 5.000% 2033 1,235,000 3.000% 2024 810,000 5.000% 2034 1,270,000 3.000% 2025 850,000 5.000% 2035 1,310,000 2.000% 2026 895,000 5.000% 2036 1,335,000 2.000% 2027 940,000 5.000% 2037 1,360,000 2.000% 2028 985,000 5.000% 2038 1,390,000 2.000% 2029 1,035,000 5.000% 2039 1,420,000 2.500% 2030 1,085,000 5.000% 2040 1,455,000 2.500% 2031 1,140,000 5.000% 2041 1,490,000 2.500% Of the principal maturities set forth in the table above, term bonds have been created as indicated in the following table (which may include multiple term bonds, one term bond or no term bond if none is indicated). For those years which have been combined into term bonds, the principal amount shown in the table above shall be the mandatory sinking fund redemption amounts in such years except that the amount shown in the year of the term bond maturity date shall mature in such year. The term bonds created are as follows: Term Bonds Year of Maturing First Mandatory August 15 Redemption $ Principal Amount Our calculation (which is not a part of this bid) of the interest cost from the above is: TRUE INTEREST COST Interest Rate 1.7782877% The Initial Bond shall be registered in the name of which will, upon payment for the Bonds, be cancelled by the Paying Agent/Registrar. The Bonds will then be registered in the name of Cede & Co. (DTC's partnership nominee), under the book -entry -only system. A wire transfer or a cashiers or certified check to the City in the amount of $560,000 will be made available in accordance with the Notice of Sale made a part hereof. Should we tail or refuse to make payment for the Bonds in accordance with the terms and conditions set forth in the Notice of Sale, the proceeds of this deposit shall be retained by the City as complete liquidated damages against us. Please check the box below to designate your Good Faith Deposit option. We agree to accept delivery of the Bonds utilizing the book -entry -only system through DTC and make payment for the Initial Bond in immediately available funds in the Corporate Trust Division, The Bank ofNew York Mellon Trust Company, National Association, Dallas, Texas, not later than 10:00 AM, CDT, on September S, 2021, or thereafter on the date the Bonds are tendered for delivery, pursuant to the terms set forth in the Notice of Sale and Bidding Instructions. It will be the obligation of the purchaser of the Bonds to complete the DTC Eligibility Questionnaire. The undersigned hereby verifies that, at the time of execution and delivery of this bid, to the extent this Official Bid Form is a contract for goods or services, neither the bidder nor any syndicate member listed on Utis Official Bid Form, nor any parent company, wholly- or majority- owned subsidiaries, and other affiliates of the same, if any, boycotts Israel or will boycott Israel through the date of delivery of the Bonds. The foregoing verification is made solely to comply with Section 2270.002, Texas Government Code, and to the extent such Section does not contravene applicable Federal law. As used in the foregoing verification, "boycotts Israel" and "boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes. The bidder understands "affiliate" to mean an entity that (i) controls, is controlled by, or is under common control with the bidder or any syndicate member listed on this Official Bid Forth and (ii) exists to make a profit. By submission of this bid, and as a condition of the award and delivery of the Bonds, the undersigned hereby represents that, neither the bidder nor any syndicate member listed on this Official Bid Forth, nor any parent company, wholly- or majority -owned subsidiaries, and other affiliates of the same, if any, are companies identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer's internal website: littps:Hcomptroller.texas,gov/purchasing/docs/sudanlist.pdf, https:Hcomptroller.texas.gov/purcliasing/does/iran-iist.pdf, or https://comptroller.texas.gov/purchasing/docs/ftolist.pdf. The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable Federal law and excludes the bidder, any syndicate member listed on this Official Bid Form and each parent company, wholly- or majority -owned subsidiaries, and other affiliates of the same, if any, that the United Slates government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. The bidder understands "affiliate" to mean any entity that (i) controls, is controlled by, or is under common control with the bidder or any syndicate member listed on the Official Bid Form and (ii) exists to make a profit. At the request of the City, the undersigned agrees to execute further written certification as may be necessary or convenient for the City to establish compliance with these laws. The undersigned agrees to complete, execute, and deliver to the City, at least five business days prior to delivery of the Bonds, a certificate relating to the "issue price" of the Bonds in the form and to the effect accompanying the Notice of Sale and Bidding Instructions, with such changes thereto as may be acceptable to the City and Bond Counsel. The undersigned certifies that the Purchaser [isjl s not exempt from filing the TEC Fonn 1295 by virtue of being a publicly traded business entity or a wholly owned subsidiary of a pu icy traded business entity. Nile agree to provide in writing the initial reoffering prices and other terms, if any, to the Financial Advisor by the close of (Ile next business day after the award. Respectfully submitted, Robert W. Baird & Co., Inc. Name of Purchaser or Manager Charles Galarza Authorized Representative 732-567-4410 Pilo"a n bar n d=1L�Q.�Eu Signature ACCEPTANCE CLAUSE The above and foregoing bid is hereby in all things accepted by City of Georgetown, Texas tis tit 101h day of August, 2021 . . .... ity Secretary U Ma r City of Georgetown, Texas City 9 Caor vin. Texas OFFICIAL BID FORM Honorable Mayor and City Council City of Georgetown, Texas 101 East Th Street Georgetown, Texas 78627 Members of the City Council: August 10, 2021 Reference is made to your Official Statement and Notice of Sale and Bidding Instructions, dated July 30, 2021, of $25,295,000 CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION BONDS, SERIES 2021A, both ofwhich constitute a part hereof. For your legally issued Bonds, in the aggregate principal amount of $25,295,000, we will pay you a price of $28,148,740.10, representing approximately 1 l 1.282% of the par value. Such Bonds mature August 15, in each of the years and in the amounts and interest rates shown below: Maturity Principal Interest Maturity Principal Interest (August 15) Amount Rate (August 15) Amount Rate 2022 $ 3,315,000 5.000% 2032 $ 1,200,000 3.000% 2023 775,000 5.000% 2033 1,235,000 3.000% 2024 810,000 5.000% 2034 1,270,000 3.000% 2025 850,000 5.000% 2035 1,310,000 2.000% 2026 895,000 5.000% 2036 1,335,000 2.000% 2027 940,000 5.000% 2037 1,360,000 2.000% 2028 985,000 5.000% 2038 1,390,000 2.000% 2029 1,035,000 5.000% 2039 1,420,000 2.500% 2030 1,085,000 5.000% 2040 1,455,000 2.500% 2031 1,140,000 5.000% 2041 1,490,000 2.500% Of the principal maturities set forth in the table above, term bonds have been created as indicated in the following table (which may include multiple temr bonds, one term bond or no term bond if none is indicated). For those years which have been combined into term bonds, the principal amount shown in the table above shall be the mandatory sinking fund redemption amounts in such years except that the amount shown in the year of the term bond maturity date shall mature in such year. The term bonds created are as follows: Term Bonds Year of Maturing First Mandatory August 15 Redemption $ Principal Amount Our calculation (which is not a part of this bid) of the interest cost from the above is: TRUE INTEREST COST Interest Rate 1,7782877% The Initial Bond shall be registered in the name of , which will, upon payment for the Bonds, be cancelled by the Paying Agent/Registrar. The Bonds will then be registered in the name of Cede & Co. (DTC's partnership nominee), under the book -entry -only system. A wire transfer or a cashiers or certified check to the City in the amount of $560,000 will be made available in accordance with the Notice of Sale made a part hereof. Should we fail or refuse to make payment for the Bonds in accordance with the terms and conditions set forth in the Notice of Sale, the proceeds of this deposit shall be retained by the City as complete liquidated damages against us. Please check the box below to designate your Good Faith Deposit option. We agree to accept delivery of the Bonds utilizing the book -entry -only system through DTC and make payment for the Initial Bond in immediately available funds in the Corporate Trust Division, The Bank of New York Mellon Trust Company, National Association, Dallas, Texas, not later than 10:00 AM, CDT, on September 8, 2021, or thereafter on the date the Bonds are tendered for delivery, pursuant to the terms set forth in the Notice of Sale and Bidding Instructions. It will be the obligation of the purchaser of the Bonds to complete the DTC Eligibility Questionnaire. The undersigned hereby verifies that, at the time of execution and delivery of this bid, to the extent this Official Bid Form is a contract for goods or services, neither the bidder nor any syndicate member listed on this Official Bid Form, nor any parent company, wholly- or majority- owned subsidiaries, and other affiliates of the same, if any, boycotts Israel or will boycott Israel through the date of delivery of the Bonds. The foregoing verification is made solely to comply with Section 2270.002, Texas Government Code, and to the extent such Section does not contravene applicable Federal law. As used in the foregoing verification, "boycotts Israel' and "boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic liann on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes. The bidder understands "affiliate" to mean an entity that (i) controls, is controlled by, or is under common control with the bidder or any syndicate member listed on this Official Bid Form and (ii) exists to make a profit. By submission of this bid, and as a condition of the award and delivery of the Bonds, the undersigned hereby represents that, neither the bidder nor any syndicate member listed on this Official Bid Form, nor any parent company, wholly- or majority -owned subsidiaries, and other affiliates of the same, if any, are companies identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer's internet website: littps:Hcomptroller.texas.gov/purchasing/docs/sudantist.pdf, https:Hcomptroller.texas.gov/purchasing/docs/iran-]isLpdf, or https://comptroller.texas.gov/purchasing/docs/flolist-pdf. The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable Federal law and excludes the bidder, any syndicate member listed on this Official Bid Form and each parent company, wholly- or majority -owned subsidiaries, and other affiliates of the same, if any, that die United Slates government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. The bidder understands "affiliate" to mean any entity that (i) controls, is controlled by, or is under common control with the bidder or any syndicate member listed on the Official Bid Form and (ii) exists to make a profit. At the request of the City, the undersigned agrees to execute further written certification as may be necessary or convenient for the City to establish compliance with these laws. The undersigned agrees to complete, execute, and deliver to the City, at least five business days prior to delivery of the Bonds, a certificate relating to the "issue price" of the Bonds in the form and to the effect accompanying the Notice of Sale and Bidding Instructions, with such changes thereto as may be acceptable to the City and Bond Counsel. The undersigned certifies that the Purchaser [isll s not exempt from filing the TEC Form 1295 by virtue of being a publicly traded business entity or a wholly owned subsidiary of a pu re y traded business entity. We agree to provide in writing the initial reoffering prices and other terms, if any, to the Financial Advisor by the close of (lie next business day after the award. Respectfully submitted, Robert W. Baird & Co., Inc. Name of Purchaser or Manager Charles Galarza Authorized Representative 732-567-4410 Phone ber Signature r� ACCEPTANCE CLAUSE The above and foregoing bid is hereby in all things accepted by City of Georgetown, Texas ls: the 101h day of August, 2021. A�Ml` - City 5ecmta City ofGcorgelown, Texas Texas OFFICIAL BID FORM Honorable Mayor and City Council City of Georgetown, Texas 101 East Th Street Georgetown, Texas 78627 Members of the City Council: August 10, 2021 Reference is made to your Official Statement and Notice of Sale and Bidding Instructions, dated July 30, 2021, of $25,295,000 CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION BONDS, SERIES 2021A, both ofwltich constitute a part hereof. For your legally issued Bonds, in the aggregate principal amount of $25,295,000, we will pay you a price of $28,148,740.10, representing approximately 1 l 1.282% of the par value. Such Bonds mature August 15, in each of the years and in the amounts and interest rates shown below: Maturity Principal Interest Maturity Principal Interest (August 15) Amount Rate (August 15) Amount Rate 2022 $ 3,315,000 5.000% 2032 $ 1,200,000 3.000% 2023 775,000 5.000% 2033 1,235,000 3.000% 2024 810,000 5.000% 2034 1,270,000 3.000% 2025 850,000 5.000% 2035 1,310,000 2.000% 2026 895,000 5.000% 2036 1,335,000 2.000% 2027 940,000 5.000% 2037 1,360,000 2.000% 2028 985,000 5.000% 2038 1,390,000 2.000% 2029 1,035,000 5.000% 2039 1,420,000 2.500% 2030 1,085,000 5.000% 2040 1,455,000 2.500% 2031 1,140,000 5.000% 2041 1,490,000 2.500% Of the principal maturities set forth in the table above, term bonds have been created as indicated in the following table (which may include multiple term bonds, one term bond or no term bond if none is indicated). For those years which have been combined into term bonds, the principal amount shown in the table above shall be the mandatory sinking fund redemption amounts in such years except that the amount shown in the year of the term bond maturity date shall mature in such year. The term bonds created are as follows: Term Bonds Year of Maturing First Mandatory August 15 Redemption Principal Amount Our calculation (which is not a part of this bid) of the interest cost from the above is: TRUE INTEREST COST Interest Rate 1.7782877% The Initial Bond shall be registered in the name of which will, upon payment for the Bonds, be cancelled by the Paying Agent/Registrar. The Bonds will then be registered in the name of Cede & Co. (DTC's partnership nominee), under the book -entry -only system. A wire transfer or a cashiers or certified check to the City in the amount of $560,000 will be made available in accordance with the Notice of Sale made a part hereof. Should we tail or refuse to make payment for the Bonds in accordance with the terms and conditions set forth in the Notice of Sale, the proceeds of this deposit shall be retained by the City as complete liquidated damages against us. Please check the box below to designate your Good Faith Deposit option. We agree to accept delivery ofthe Bonds utilizing the book -entry -only system through DTC and make payment for the Initial Bond in immediately available funds in the Corporate Trust Division, The Bank ofNew York Mellon Trust Company, National Association, Dallas, Texas, not later than 10:00 AM, CDT, on September 8, 2021, or thereafter on the date the Bonds are tendered for delivery, pursuant to the terms set forth in the Notice of Sale and Bidding Instructions. It will be the obligation of the purchaser of the Bonds to complete the DTC Eligibility Questionnaire, The undersigned hereby verifies that, at the time ofexecution and delivery ofthis bid, to the extent this Official Bid Form is a contract for goods or services, neither the bidder nor any syndicate member listed on this Official Bid Form, nor any parent company, wholly- or majority- owned subsidiaries, and other affiliates ofthe same, if any, boycotts Israel or will boycott Israel through the date of delivery of the Bonds. The foregoing verification is made solely to comply with Section 2270.002, Texas Government Code, and to the extent such Section does not contravene applicable Federal law. As used in Hie foregoing verification, "boycotts Israel" and "boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes. The bidder understands "affiliate' to mean an entity that (i) controls, is controlled by, or is under common control with the bidder or any syndicate member listed on this Official Bid Form and (ii) exists to make a profit. By submission of this bid, and as a condition of the award and delivery ofthe Bonds, the undersigned hereby represents that, neither the bidder nor any syndicate member listed on this Official Bid Fonn, nor any parent company, wholly- or majority -owned subsidiaries, and other affiliates ofthe same, if any, are companies identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any ofthe following pages of such officer's internet website: littps:Hcomptroller.texas.gov/purchasing/docs/sudonlist.pdf, ht(ps:Hcomptroller.texas.gov/purchasing/dots/iran-list.pdf, or https://comptroller.texas.gov/purchasing/docs/Rolist.pdf The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable Federal law and excludes the bidder, any syndicate member listed on this Official Bid Form and each parent company, wholly- or majority -owned subsidiaries, and other affiliates of the same, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. The bidder understands "affiliate" to mean any entity that (i) controls, is controlled by, or is under common control with the bidder or any syndicate member listed on the Official Bid Form and (ii) exists to make a profit. At the request ofthe City, the undersigned agrees to execute further written certification as may be necessary or convenient for the City to establish compliance with these laws. The undersigned agrees to complete, execute, and deliver to the City, at least five business days prior to delivery ofthe Bonds, a certificate relating to the "issue price" ofthe Bonds in the fomr and to the effect accompanying the Notice of Sale and Bidding Instructions, with such changes thereto as may be acceptable to the City and Bond Counsel. The undersigned certifies that the Purchaser [is]/ s nut exempt from filing the TEC Fonn 1295 by virtue of being a publicly traded business entity or a wholly owned subsidiary of a pu is y traded business entity. We agree to provide in writing the initial reoffering prices and other terms, if any, to the Financial Advisor by the close of [lie next business day after the award. Respectfully submitted, Robert W. Baird & Co., Inc. Name of Purchaser or Manager Charles Galarza Authorized Representative 732-567-4410 Phone bcr Signature �k_/ ACCEPTANCE CLAUSE The above and foregoing bid is hereby in all things accepted by City of Georgetown, A I: City Secretary City ofGeorgetoxvii, Texas OFFICIAL BID FORM Honorable Mayor and City Council City of Georgetown, Texas 101 East Th Street Georgetown, Texas 78627 Members of the City Council: August 10, 2021 Reference is made to your Official Statement and Notice of Sale and Bidding Instructions, dated July 30, 2021, of $25,295,000 CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION BONDS, SERIES 2021A, both ofwhich constitute a part hereof. For your legally issued Bonds, in the aggregate principal amount of $25,295,000, we will pay you a price of $28,148,740.10, representing approximately I I t.282% of the par value. Such Bonds mature August 15, in each of the years and in the amounts and interest rates shown below: Maturity Principal Interest Maturity Principal Interest (August 15) Amount Rate (August 15) Amount Rate 2022 $ 3,315,000 5.000% 2032 $ 1,200,000 3.000% 2023 775,000 5.000% 2033 1,235,000 3.000% 2024 810,000 5.000% 2034 1,270,000 3.000% 2025 850,000 5.000% 2035 1,310,000 2.000% 2026 895,000 5.000% 2036 1,335,000 2.000% 2027 940,000 5.000% 2037 1,360,000 2.000% 2028 985,000 5.000% 2038 1,390,000 2.000% 2029 1,035,000 5.000% 2039 1,420,000 2.500% 2030 1,085,000 5.000% 2040 1,455,000 2.500% 2031 1,140,000 5.000% 2041 1,490,000 2.500% Of the principal maturities set forth in the table above, term bonds have been created as indicated in the following table (which may include multiple term bonds, one term bond or no term bond if none is indicated). For those years which have been combined into term bonds, the principal amount shown in die table above shall be the mandatory sinking fund redemption amounts in such years except that the amount shown in the year of the term bond maturity date shal I mature in such year. The term bonds created are as follows: Term Bonds Year of Maturing First Mandatory August 15 Redemption Principal Interest Amount Rate $ $ % $ % $ % Our calculation (which is not a part of this bid) of the interest cost from the above is: TRUE INTEREST COST 1,7782877% The Initial Bond shall be registered in the name of , which will, upon payment for the Bonds, be cancelled by the Paying Agent[Registrar. The Bonds will then be registered in the name of Cede & Co. (DTC's partnership nominee), under the book -entry -only system. A wire transfer or a cashiers or certified check to the City in the amount of $560,000 will be made available in accordance with the Notice of Sale made a part hereof. Should we tail or refuse to make payment for the Bonds in accordance with the terms and conditions set forth in the Notice of Sale, the proceeds of this deposit shall be retained by the City as complete liquidated damages against us. Please check the box below to designate your Good Faith Deposit option. We agree to accept delivery of the Bonds utilizing the book -entry -only system through DTC and make payment for the Initial Bond in immediately available funds in the Corporate Trust Division, The Bank of New York Mellon Trust Company, National Association, Dallas, Texas, not later than 10:00 AM, CDT, on September 8, 2021, or thereafter on the date the Bonds are tendered for delivery, pursuant to the terms set forth in the Notice of Sale and Bidding Instructions. It will be the obligation of the purchaser of the Bonds to complete the DTC Eligibility Questionnaire. The undersigned hereby verifies that, at the time of execution and delivery of this bid, to the extent this Official Bid Form is a contract for goods or services, neither the bidder nor any syndicate member listed on this Official Bid Fomi, nor any parent company, wholly- or majority- owned subsidiaries, and other affiliates of the same, if any, boycotts Israel or will boycott Israel through the date of delivery of the Bonds- The foregoing verification is made solely to comply with Section 2270.002, Texas Government Code, and to the extent such Section does not contravene applicable Federal law. As used in the foregoing verification, "boycotts Israel' and "boycott Israel' means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harnr on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes. The bidder understands "affiliate" to mean an entity that (i) controls, is controlled by, or is under common control with the bidder or any syndicate member listed on this Official Bid Form and (ii) exists to make a profit, By submission of this bid, and as a condition of the award and delivery of the Bonds, the undersigned hereby represents that, neither the bidder nor any syndicate member listed on this Official Bid Form, nor any parent company, wholly- or majority -owned subsidiaries, and other affiliates of the same, if any, are companies identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer's internet websile: Itttps://comptroller.texas.gov/purchasing/docs/sudantist.pdf, ht(ps:Hcomptroller.texas.gov/purcliasing/docs/iran-list.pdf, or https://comptroller.texas.gov/purchasing/docs/folisI-pdf. The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable Federal law and excludes the bidder, any syndicate member listed on this Official Bid Form and each parent company, wholly- or majority -owned subsidiaries, and other affiliates of the same, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. The bidder understands "affiliate" to mean any entity that (i) controls, is controlled by, or is under common control with the bidder or any syndicate member listed on the Official Bid Form and (ii) exists to make a profit, At the request of the City, the undersigned agrees to execute further written certification as may be necessary or convenient for the City to establish compliance with these laws, The undersigned agrees to complete, execute, and deliver to the City, at least five business days prior to delivery ofthe Bonds, a certificate relating to the "issue price" ofthe Bonds in the form and to the effect accompanying the Notice ofSale and Bidding Instructions, with such changes thereto as may be acceptable to the City and Bond Counsel. The undersigned certifies that the Purchaser [isll s not exempt from filing the TEC Form 1295 by virtue of being a publicly traded business entity or a wholly owned subsidiary of a pu ) is y traded business entity. We agree to provide in writing the initial reoffering prices and other terms, if any, to the Financial Advisor by the close of (lie next business day after the award. Respectfully submitted, Robert W. Baird & Co., Inc. Name of Purchaser or Manager Charles Galarza Authorized Representative 732-567-4410 Phone bcr� Signature ACCEPTANCE CLAUSE The above and foregoing bid is hereby in all things accepted by City of Georgetown, Texas, t)ls 0 101h day of ATi. •ST: City Secretary City of Georgetown, Texas Texas OFFICIAL BID FORM Ilonorable Mayor and City Council City of Georgetown, Texas 101 East Tb Street Georgetown, Texas 78627 Members of the City Council: August 10, 2021 Reference is made to your Official Statement and Notice of Sale and Bidding Instructions, dated July 30, 2021, of $25,295,000 CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION BONDS, SERIES 2021A, both of which constitute a part hereof. For your legally issued Bonds, in the aggregate principal amount of $25,295,000, we will pay you a price of $28,148,740.10, representing approximately 1 11.282% of the par value. Such Bonds mature August 15, in each of the years and in the amounts and interest rates shown below: Maturity Principal Interest Maturity Principal _ (August I5, Amount Rate (August 15) Amount 2022 $ 3,315,000 5.000% 2032 $ 1,200,000 2023 775,000 5.000% 2033 1,235,000 2024 810,000 5.000% 2034 1,270,000 2025 850,000 5.000% 2035 1,310,000 2026 895,000 5.000% 2036 1,335,000 2027 940,000 5.000% 2037 1,360,000 2028 985,000 5.000% 2038 1,390,000 2029 1,035,000 5.000% 2039 1,420,000 2030 1,085,000 5.000% 2040 1,455,000 2031 1,140,000 5.000% 2041 1,490,000 Interest Rate 3.000% 3.000% 3.000% 2.000% 2.000% 2.000% c.vvv-ro Y,.Jvvio a. Jvv i° 2.500% Of the principal maturities set forth in the table above, term bonds have been created as indicated in the following table (which may include multiple terns bonds, one term bond or no term bond if none is indicated). For those years which have been combined into term bonds, the principal amount shown in the table above shall be the mandatory sinking fund redemption amounts in such years except that the amount shown in the year of the term bond maturity date shall mature in such year. The term bonds created are as follows: Term Bonds Year of Maturing First Mandatory August 15 Redemption Principal Interest Amount Rate $ $ Our calculation (which is not a part of this bid) of the interest cost from the above is: TRUE INTEREST COST 1,7782877% The Initial Bond shall be registered in the name of , which will, upon payment for the Bonds, be cancelled by the Paying Agent/Registrar. The Bonds will then be registered in the name of Cede & Co. (DTC's partnership nominee), under the book -entry -only system. A wire transfer or a cashiers or certified check to the City in the amount of $560,000 will be made available in accordance with the Notice of Sale made a part hereof. Should we fail or refuse to make payment for the Bonds in accordance with the terms and conditions set forth in the Notice of Sale, the proceeds of this deposit shall be retained by the City as complete liquidated damages against us. Please check the box below to designate your Good Faith Deposit option. We agree to accept delivery of the Bonds utilizing the book -entry -only system through DTC and make payment for the Initial Bond in immediately available hinds in the Corporate Trust Division, The Bank of New York Mellon Trust Company, National Association, Dallas, Texas, not later than 10:00 AM, CDT, on September 8, 2021, or thereafter on the date the Bonds are tendered for delivery, pursuant to the terms set forth in die Notice of Sale and Bidding Instructions. It will be the obligation of the purchaser of lire Bonds to complete the DTC Eligibility Questionnaire. The undersigned hereby verifies that, at the time of execution and delivery of this bid, to the extent this Official Bid Form is a contract for goods or services, neither the bidder nor any syndicate member listed on Utis Official Bid Form, nor any parent company, wholly- or majority- owned subsidiaries, and other affiliates of the same, if any, boycotts Israel or will boycott Israel through the date of delivery of the Bonds. The foregoing verification is made solely to comply with Section 2270.002, Texas Government Code, and to the extent such Section does not contravene applicable Federal law, As used in lire foregoing verification, "boycotts Israel" and "boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic lmann on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes. The bidder understands "affiliate" to mean an entity that (i) controls, is controlled by, or is under common control with the bidder or any syndicate member listed on this Official Bid Form and (ii) exists to make a profit. By submission of this bid, and as a condition of the award and delivery of the Bonds, the undersigned hereby represents that, neither the bidder nor any syndicate member listed on this Official Bid Form, nor any parent company, wholly- or majority -owned subsidiaries, and other affiliates of the same, if any, are companies identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer's internet website: Itttps://comptroller.texas.gov/purchasing/docs/sudonlist.pdf, https:Hcomptroller.texas.gov/purchasing/does/iran-list.pdf, or https://comptraller.texas.gov/purchasing/docs/Rolist.pdf The foregoing representation is made solely to comply with Section 2252,152, Texas Government Code, and to the extent such Section does not contravene applicable Federal law and excludes the bidder, any syndicate member listed on this Official Bid Form and each parent company, wholly- or majority -owned subsidiaries, and other affiliates of the same, if any, that the United Stales goverment has affinnatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. The bidder understands "affiliate" to mean any entity that (i) controls, is controlled by, or is under common control with the bidder or any syndicate member listed on the Official Bid Forst and (ii) exists to make a profit. At the request of the City, the undersigned agrees to execute further written certification as may be necessary or convenient for the City to establish compliance with these laws. The undersigned agrees to complete, execute, and deliver to the City, at least five business days prior to delivery of the Bonds, a certificate relating to the "issue price" ofthe Bonds in the form and to the effect accompanying the Notice ofSale and Bidding Instructions, with such changes thereto as may be acceptable to the City and Bond Counsel, The undersigned certifies that the Purchaser [isl/ s not exempt from filing the TEC Form 1295 by virtue of being a publicly traded business entity or a wholly owned subsidiary of a pu is y traded business entity. We agree to provide in writing the initial reoffering prices and other terms, if any, to the Financial Advisor by the close of the [text business day after the award. Respectfully submitted, Robert W. Baird & Co., Inc. Name of Purchaser or Manager Charles Galarza Authorized Representative 732-567-4410 Phanc bcr Signature ACCEPTANCE CLAUSE The above and foregoing bid is hereby in all things accepted by City of Georgetown, Texas, tl�s tlm� I0'h day ofA�gust, 2021. AT`I 1"S'F: City Secretary City of Georgetown, Texas Texas