HomeMy WebLinkAboutORD 2023-24 - General Obligation BondsCERTIFICATE FOR ORDINANCE NO.2023-Zq
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
CITY OF GEORGETOWN §
We, the undersigned officers and members of the City of Georgetown, Texas (the
"City"), hereby certify as follows:
1. The City Council of the City convened in REGULAR MEETING ON THE 25th
DAY OF APRIL, 2023, (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
Ron Garland, Councilmember District 4
Kevin Pitts, Councilmember District 5
Jake French, Councilmember District 6
Ben Stewart, Councilmember District 7
and all of the persons were present, except the following absentees: , thus
constituting a quorum. Whereupon, among other business, the following was transacted at the
Meeting: a written
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN,
TEXAS GENERAL OBLIGATION BONDS, SERIES 2023; 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: I
NOES: Q�
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\GO\2023: 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.
3. The Mayor of the City has approved and hereby approves the Ordinance; that the
Mayor and the City Secretary of the City have duly signed the Ordinance; and that the Mayor
and the City Secretary of the City hereby declare that their signing of this Certificate shall
constitute the signing of the attached and following copy of the Ordinance for all purposes.
Georgetown\GO\2023: Ordinance
SIGNED AND SEALED the 25th day of April, 2023.
City Sec •tary
[CITY SEAL]
Georgetown\GO\2023: Ordinance
ORDINANCE NO.2023-a
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN,
TEXAS GENERAL OBLIGATION BONDS, SERIES 2023; 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 April 25, 2023
GTO VMGO\23: Ordinance
ORDINANCE NO. 2023-
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN,
TEXAS GENERAL OBLIGATION BONDS, SERIES 2023; 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 $36,652,000 of the November 4, 2008 Proposition No. 1 authorization and has reserved
the right to issue the remaining $9,348,000 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); its General Obligation Bonds, Series 2018
(utilizing $3,900,000); its General Obligation Bonds, Series 2021A (utilizing $4,000,000) and its
General Obligation Bonds, Series 2022 (utilizing $7,602,000);
GTO WN\GO\23: Ordinance
WHEREAS, the City Council deems it to be in the best interest of the City to issue
$5,448,000 of the November 4, 2008 Proposition No. 1 authorization, reserving the right from time
to time to issue the remaining $3,900,000 of bonds authorized but unissued from such
authorization;
WHEREAS, at an election held within 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.2
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 $35,500,000 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, acquiring, improving, renovating, developing and/or equipping, land,
buildings and facilities for park and recreational purposes, to wit: acquisition of
parkland and open space/preserve land, constructing pedestrian and bike trail
improvements, improvements to Garey Park, renovations to San Gabriel Park
including an amphitheater and related infrastructure and other 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 $28,510,000 of the November 4, 2008 Proposition No. 2 authorization and has reserved
the right to issue the remaining $6,990,000 of bonds authorized but unissued from the November
4, 2008 Proposition No. 2 authorization with such previous general obligation bonds being as
follows: its General Obligation Bonds, Series 2010A (utilizing $2,500,000); its General Obligation
Bonds, Series 2013 (utilizing $5,000,000); its General Obligation Bonds, Series 2015A (utilizing
$1,710,000); its General Obligation Bonds, Series 2016 (utilizing $3,000,000); its General
Obligation Bonds, Series 2017 (utilizing $6,500,000); its General Obligation Bonds, Series 2018
(utilizing $4,000,000); its General Obligation Bonds, Series 2021 (utilizing $1,000,000) and its
General Obligation Bonds, Series 2022 (utilizing $4,800,000);
WHEREAS, the City Council deems it to be in the best interest of the City to issue the
remaining $6,990,000 of the November 4, 2008 Proposition No. 2 authorization, leaving no 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:
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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 $81,927,000 of the May 9, 2015 Proposition authorization and has reserved the right to
issue the remaining $23,073,000 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
Obligation Bonds, Series 2019 (utilizing $5,330,000); its General Obligation Bond, Series 2020
(utilizing $9,080,000); its General Obligation Bond, Series 2021 (utilizing $6,800,000); its General
Obligation Bond, Series 2021A (utilizing $3,005,000) and its General Obligation Bond, Series
2022 (utilizing $18,452,000);
WHEREAS, the City Council deems it to be in the best interest of the City to issue
$2,000,000 of the May 9, 2015 Proposition authorization, reserving the right from time to time to
issue the remaining $21,073,000 of bonds authorized but unissued from such authorization;
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GTO WN\GO\23: Ordinance
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 A
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 issued general obligation bonds utilizing a
total of $35,141,000 of the May 1, 2021 Proposition A authorization and has reserved the right to
issue the remaining $54,859,000 of bonds authorized but unissued from the May 1, 2021
Proposition A authorization with such previous general obligation bonds being as follows: its
General Obligation Bond, Series 2021A (utilizing $20,995,000) and its General Obligation Bond,
Series 2022 (utilizing $14,146,000);
WHEREAS, the City Council deems it to be in the best interest of the City to issue
$18,602,000 of the May 1, 2021 Proposition A authorization, reserving the right from time to time
to issue the remaining $36,257,000 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.
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
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GTO WN\GO\23: Ordinance
$30,530,000 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 $5,040,000 and utilizing $5,448,000 of voted authority); (ii)
constructing, acquiring, improving, renovating, developing and/or equipping, land, buildings and
facilities for park and recreational purposes as further set forth in Proposition No. 2 approved at
the November 4, 2008 election (in a principal amount of $6,460,000 and utilizing $6,990,000 of
voted authority); (iii) 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 $1,850,000 and utilizing $2,000,000 of voted
authority); (iv) 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 $17,180,000 and utilizing
$18,602,000 of voted authority); and (v) 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. I)ESIGNATION, 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 2023"
and initially there shall be issued, sold, and delivered hereunder fully registered bonds, without
interest coupons, dated May 18, 2023, 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
2024
$4,580,000
2034
$1,325,000
2025
855,000
2035
1,390,000
2026
895,000
2036
1,460,000
2027
940,000
2037
1,530,000
2028
985,000
2038
1,610,000
2029
1,035,000
2039
1,690,000
2030
1,090,000
***
***
2031
1,145,000
2043
7,540,000
2032
1,200,000
2033
1,260,000
GTO WN\GO\23: Ordinance
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
2024
5.000%
2034
5.000%
2025
5.000
2035
5.000
2026
5.000
2036
5.000
2027
5.000
2037
5.000
2028
5.000
2038
5.000
2029
5.000
2039
5.000
2030
5.000
***
***
2031
5.000
2043
4.000
2032
5.000
2033
5.000
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
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
GTO WN\GO\23: Ordinance
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
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
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GTO WN\GO\23: Ordinance
and exchange for any Bond or Bonds issued under this Ordinance the Paying Agent/Registrar shall
execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form
set forth in the FORM OF BOND.
(d) Substitute Paying 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
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
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Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is
registered in the Registration Books as the absolute owner of such Bond for the purpose of payment
of principal of and interest, with respect to such Bond, for the purposes of registering transfers
with respect to such Bond, and for all other purposes of registering transfers with respect to such
Bonds, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal
of and interest on the Bonds only to or upon the order of the respective Registered Owners, as
shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly
authorized in writing, and all such payments shall be valid and effective to fully satisfy and
discharge the City's obligations with respect to payment of principal of and interest on the Bonds
to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in
the Registration Books, shall receive a Bond evidencing the obligation of the City to make
payments of principal, and interest pursuant to this Ordinance. Upon delivery by DTC to the
Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to
interest checks being mailed to the registered owner at the close of business on the Record Date
the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC.
(f) Successor Securities Depository: Transfer Outside Book -Entry -Only System. In the
event that the City determines to discontinue the book -entry system through DTC or a successor
or DTC determines to discontinue providing its services with respect to the Bond, the City shall
either (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of
the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the
appointment of such successor securities depository and transfer one or more separate Bonds to
such successor securities depository or (ii) notify DTC and DTC Participants of the availability
through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds
credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being
registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be
registered in the name of the successor securities depository, or its nominee, or in whatever name
or names the Registered Owner transferring or exchanging Bond shall designate, in accordance
with the provisions of this Ordinance.
(g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to
the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of, and interest on such Bond and all notices with respect to
such Bond shall be made and given, respectively, in the manner provided in the Letter of
Representations of the City to DTC.
(h) DTC Blanket Letter of Representations. The City confirms execution of a Blanket
Issuer Letter of Representations with DTC establishing the Book -Entry -Only System which will
be utilized with respect to the Bonds.
(i) Cancellation of Initial 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
9
GTO WN\G0\23: Ordinance
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.
FORM OF BOND
NO. R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
WILLIAMSON COUNTY $
CITY OF GEORGETOWN, TEXAS
GENERAL OBLIGATION BOND,
SERIES 2023
INTEREST RATE DATE OF BOND MATURITY DATE CUSIP NO.
May 18, 2023
REGISTERED OWNER:
PRINCIPAL AMOUNT:
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, 2024 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
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
10
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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
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.
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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 May 18, 2023, authorized in accordance
with the Constitution and laws of the State of Texas in the aggregate principal amount of
$30,530,000 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, ACQUIRING, IMPROVING, RENOVATING, DEVELOPING AND/OR
EQUIPPING, LAND, BUILDINGS AND FACILITIES FOR PARK AND RECREATIONAL
PURPOSES AS FURTHER SET FORTH IN PROPOSITION NO. 2 APPROVED AT THE
NOVEMBER 4, 2008 ELECTION; (111) 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; (IV) 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 (V)
PAYING THE COSTS OF ISSUING THE BONDS.
ON AUGUST 15, 2032, or on any date thereafter, the Bonds of this Series maturing on
and after August 15, 2033 may be redeemed prior to their scheduled maturities, at the option of
the City, with funds derived from any available and lawful source, at par plus accrued interest to
the date fixed for redemption as a whole, or from time to time in part, and, if in part, the particular
maturities to be redeemed shall be selected and designated by the City and if less than all of a
maturity is to be redeemed, the Paying Agent/Registrar shall determine by lot the Bonds, or a
portion thereof, within such maturity to be redeemed (provided that a portion of a Bond may be
redeemed only in an integral multiple of $5,000).
THE BONDS maturing on August 15, 2043 (the "Term Bonds") are subject to mandatory
sinking fund redemption by lot prior to maturity in the following amounts, on the following dates
and at a price of par plus accrued interest to the redemption date.
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Bonds Maturing August 15, 2043
Redemption Date
Principal Amount
August 15, 2040
$1,775,000
August 15, 2041
1,845,000
August 15, 2042
1,920,000
August 15, 2043*
2,000,000
*Final Maturity
THE PRINCIPAL AMOUNT of the Term Bonds required to be redeemed pursuant to
the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option
of the City by the principal amount of any Term Bonds of the stated maturity which, at least 50
days prior to a mandatory redemption date, (1) shall have been acquired by the City, at a price not
exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase
thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased
and canceled by the Paying Agent/Registrar at the request of the City with monies in the Interest
and Sinking Fund at a price not exceeding the principal amount of the Term Bonds plus accrued
interest to the date of purchase thereof, or (3) shall have been redeemed pursuant to the optional
redemption provisions and not theretofore credited against a mandatory sinking fund redemption
requirement.
NO LESS THAN 30 days prior to the date fixed for any optional redemption, the City
shall cause the Paying Agent/Registrar to send notice by United States mail, first-class postage
prepaid to the Registered Owner of each Bond to be redeemed at its address as it appeared on the
Registration Books of the Paying Agent/Registrar at the close of business on the 45th day prior to
the redemption date; provided, however, that the failure to send, mail or receive such notice, or
any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness
of the proceedings for the redemption of any Bonds. By the date fixed for any such redemption
due provision shall be made with the Paying Agent/Registrar for the payment of the required
redemption price for the Bonds or portions thereof which are to be so redeemed. If due provision
for such payment is made, all as provided above, the Bonds or portions thereof which are to be so
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.
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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
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.
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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,tlt� City to be duly impressed, or
placed in facsimile, on this Bond. r /
s
[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.
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Dated
By
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)
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.
16
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NOTICE: The signature above
must correspond with the name
of the Registered Owner as it
appears upon the front of this
Bond in every particular, with-
out alteration or enlargement
or any change whatsoever.
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:
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, 2024 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
17
GTOWN\60\23: Ordinance
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
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
18
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proper arrangements have been made by the City with the Paying Agent/Registrar or an eligible
trust company or commercial bank for the payment of its services until all Defeased Bonds shall
have become due and payable or (3) any combination of (1) and (2). At such time as a Bond shall
be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall
no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein
levied as provided in this Ordinance, and such principal and interest shall be payable solely from
such money or Defeasance Securities and thereafter the City will have no further responsibility
with respect to amounts available to such Paying Agent/Registrar (or other financial institution
permitted by applicable law) for the payment of such Defeased Bond, including any insufficiency
therein caused by the failure of the Paying Agent/Registrar (or other financial institution permitted
by law) to receive payment when due on the Defeasance Securities.
(b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of a Bond
as aforesaid when proper notice of redemption of such Bonds shall have been given or upon the
establishment of irrevocable provisions for the giving of such notice, in accordance with this
Ordinance. Any money so deposited with the Paying Agent/Registrar or an eligible trust company
or commercial bank as provided in this Section may at the discretion of the City also be invested
in Defeasance Securities, maturing in the amounts and at the times as hereinbefore set forth, and
all income from all Defeasance Securities in possession of the Paying Agent/Registrar or an
eligible trust company or commercial bank pursuant to this Section which is not required for the
payment of such Bond and premium, if any, and interest thereon with respect to which such money
has been so deposited, shall be remitted to the City.
(c) Notwithstanding any provision of any other Section of this Ordinance which may be
contrary to the provisions of this Section, all money or Defeasance Securities set aside and held in
trust pursuant to the provisions of this Section for the payment of principal of the Bonds and
premium, if any, and interest thereon, shall be applied to and used solely for the payment of the
particular Bonds and premium, if any, and interest thereon, with respect to which such money or
Defeasance Securities have been so set aside in trust. Until all Defeased Bonds shall have become
due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar
for such Defeased Bonds the same as if they had not been defeased, and the City shall make proper
arrangements to provide and pay for such services as required by this Ordinance.
(d) Notwithstanding anything elsewhere in this Ordinance, if money or Defeasance
Securities have been deposited or set aside with the Paying Agent/Registrar or an eligible trust
company or commercial bank pursuant to this Section for the payment of Bonds and such Bonds
shall not have in fact been actually paid in full, no amendment of the provisions of this Section
shall be made without the consent of the registered owner of each Bond affected thereby.
(e) Notwithstanding the provisions of subsection (a) immediately above, to the extent that,
upon the defeasance of any Defeased Bond to be paid at its maturity, the City retains the right
under Texas law to later call that Defeased Bond for redemption in accordance with the provisions
of this Ordinance, the City may call such Defeased Bond for redemption upon complying with the
provisions of Texas law and upon the satisfaction of the provisions of subsection (a) immediately
above with respect to such Defeased Bond as though it was being defeased at the time of the
exercise of the option to redeem the Defeased Bond and the effect of the redemption is taken into
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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
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
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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; CUSI P N LI N1 I31:RS 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.
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
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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;
(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);
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(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 ref endings); 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
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 Project. The City covenants
to account for the expenditure of sale proceeds and investment earnings to be used for the purposes
described in Section 1 of this Ordinance (the "Project") on its books and records in accordance
with the requirements of the Code. The City recognizes that in order for the proceeds to be
considered used for the reimbursement of costs, the proceeds must be allocated to expenditures
within 18 months of the later of the date that (1) the expenditure is made, or (2) the Project is
completed; but in no event later than three years after the date on which the original expenditure
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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 (the "Purchaser") at a price of
$ (representing the par amount of the Bonds of $ ,000.00 plus an
initial reoffering premium of $ less a Purchaser's discount of $ ). 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 $
of reoffering premium generated by the sale of the Bonds is allocated to be used as follows: (i)
$ for the Purchaser's discount, (ii) $ for costs of issuance of the Bonds,
(iii) $ , representing the rounding amount, to be deposited to the Interest and Sinking
Fund and (iv) $ 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
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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
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.
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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 _, 2023, 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 2023, 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
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;
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(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or
final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other
material notices or determinations with respect to the tax status of the Bonds, or other material
events affecting the tax status of the Bonds;
(7) Modifications to rights of holders of the Bonds, if material;
(8) Bond calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Bonds, if
material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership, or similar event of the City;
(13) The consummation of a merger, consolidation, or acquisition involving the City or
the sale of all or substantially all of the assets of the City, other than in the ordinary course of
business, the entry into a definitive agreement to undertake such an action or the termination of a
definitive agreement relating to any such actions, other than pursuant to its terms, if material; 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
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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
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
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in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the
primary offering of the Bonds in compliance with the Rule, taking into account any amendments
or interpretations of the Rule to the date of such amendment as well as such changed
circumstances, and (2) either (a) the holders of a majority in aggregate principal amount of the
outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the City
(such as nationally recognized bond counsel) determines that such amendment will not materially
impair the interests of the holders and beneficial owners of the Bonds. The City may also repeal
or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of
the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are
invalid, and the City also may amend the provisions of this Section in its discretion in any other
manner or circumstance, but in either case only if and to the extent that the provisions of this
sentence would not have prevented an underwriter from lawfully purchasing or selling Bonds in
the primary offering of the Bonds, giving effect to (i) such provisions as so amended and (ii) any
amendments or interpretations of the Rule. If the City so amends the provisions of this Section,
the City shall include with any amended financial information or operating data next provided in
accordance with this subsection (a) of this Section an explanation, in narrative form, of the reasons
for the amendment and of the impact of any change in the type of financial information or operating
data so provided.
(d) Format, Identifying Information, and Incorporation by Reference. All financial
information, operating data, financial statements, and notices required by this Section to be
provided to the MSRB shall be provided in an electronic format and be accompanied by identifying
information prescribed by the MSRB.
Financial information and operating data to be provided pursuant to subsection (a) of this
Section may be set forth in full in one or more documents or may be included by specific reference
to any document (including an official statement or other offering document) available to the
public on the MSRB's Internet 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.
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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,
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.
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(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.
(f) Any consent given by the holder of a Bond pursuant to the provisions of this Section
shall be irrevocable for a period of six months from the date of the publication of the notice
provided for in this Section, and shall be conclusive and binding upon all future holders of the
same Bond during such period. Such consent may be revoked at any time after six months from
the date of the publication of said notice by the holder who gave such consent, or by a successor
in title, by filing notice with the City, but such revocation shall not be effective if the holders of
51 % in aggregate principal amount of the affected Bonds then outstanding, have, prior to the
attempted revocation, consented to and approved the amendment.
Section 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
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of reference only and are not to be considered a part hereof and shall not in any way modify or
restrict any of the terms or provisions hereof. This Ordinance and all the terms and provisions
hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the
validity of the Bonds and the validity of the lien on and pledge 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.
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
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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.
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IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and
approved on the first and final reading on the 251h day of April, 2023.
CITY OF GEORGETOWN, TEXAS
Texas
ATTEST:
Robyn Den more, City Secretary
APPROVED AS TO FORM:
u�
Sky asso , City Attorney
SigPg
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EXHIBIT A
PAYING AGENUREGISTRAR AGREEMENT
[See Separate Tab of Transcript]
A-1
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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
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