HomeMy WebLinkAboutRES 052615-P - GTEC Refund Bondst4 V I a Col.1% 9 no all) 'A
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
CITY OF GEORGETOWN §
We, the undersigned officers and members of the City of Georgetown, Texas (the
"City"), hereby certify as follows:
I . The City Council of the City convened in a REGULAR MEETING ON THE
26TH DAY OF MAY, 2015 ' at the City Hall (the "Meetingand the roll was called of the duly
constituted officers and members of the City, to -wit:
Dale Ross, Mayor
Keith Brainard, Mayor Pro Tem, Councilmember District 2
Anna Eby, Councilmember District I
John Hesser, Councilmember District 3
Steve Fought, Councilmember District 4
Ty Gipson, Councilmember District 5
Rachael Jonrowe, Councilmember District 6
Tommy Gonzalez, Councilmember District 7
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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
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was duly introduced for the consideration of the City Council. It was then duly moved and
seconded that the Resolution be passed; and, after due discussion, said motion carrying with it
the passage of the Resolution, prevailed and carried by the following vote:
AYES:
NOES:
2. A true, full and correct copy of the Resolution passed at the Meeting described in
the above and foregoing paragraph is attached to and follows this Certificate; that the Resolution
has been duly recorded in the City Council's minutes of the Meeting; that the above and
foregoing paragraph is a true, full and correct excerpt from the City Council's minutes of the
Meeting pertaining to the passage of the Resolution; that the persons named in the above and
foregoing paragraph are the duly chosen, qualified and acting officers and members of the City
GTEC\Refg\2015: CityApprovingResCert
Council as indicated therein; that each of the officers and members of the City Council was dulm
and sufficiently notified officially and personally, in advance, of the time, place and purpose
the Meeting, and that the Resolution would be introduced and considered for passage at t
Meeting, and each of the officers and members consented, in advance, to the holding of t
Meeting for such purpose, and that the Meeting was • to the public and public notice: •' t
time, place and purpose of the meeting was given, all as required by Chapter 551, Gove me]
Code, as amended.
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STATE OF TEXAS
COUNTY OF WILLIAMSON
CITY OF GEORGETOWN
created under the auspices ot the City ot (jeorgetown, Texas ("the Citypursuant to Nection 4
of the Development Corporation Act of 1979, as amended now codified as Local Governme
Code, Title 12, Subtitle C, particularly Chapter 501 and 505 of the Local Government Co
(collectively, the "Act"); and
WHEREAS, at an election held on May 5, 2001, a majority of the czens of the City
voting at said election authorized the City to levy a sales and use tax on the receipts at retail of
taxable items within the City at a rate of one-half of one percent; and
WHEREAS, the Issuer has determined to issue bonds to provide funds to refund for de
service savings its outstanding bonds; and i
WHEREAS, on May 20, 2015the Board of Directors of the Issuer adopted a resolutio
attached hereto as Exhibit "A", which authorizes the issuance of not to exceed $8,750,000
principal amount of Senior Lien Sales Tax Revenue Refunding Bonds, Series 2015 (the "Bonds'
for the purpose of providing funds for (i) refunding the outstanding bonds and (ii) paying the cos
of issuing the Bonds-, and 11
WHEREAS, in accordance with the provisions of the Act the City shall timely transfer
the Issuer the proceeds of the aforesaid sales and use tax, in accordance with the tenns•
conditions of that certain Sales Tax Remittance A reement, dated as of Avril 25. 2006 as amend
and restated as of April 10, 2007, between the City and the Issuer; and
WHEREAS, it is deemed necessary and advisable that this Resolution be adopted by the
City Council of the City (hereinafter referred to as the "City Council").
THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
GEORGETOWN, TEXAS THAT -
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pursuant thereto for the purpose of refunding the outstanding bonds and paying the costs of
issuance.
Section 2. Execution of Documents; No LiabilitV of the Ci!j. The City Council of the
City hereby authorizes the Mayor, the City Manager, the Assistant City Manager and the City
Secretary to execute on behalf of the City all documents deemed necessary in connection with the
issuance of the Bonds and the agreements approved by this Resolution. The City shall have no
liability for the payment of the Bonds nor shall any of its assets be pledged to the payment of ths
Bonds.
Section 3. Incorporation of Recitals. The findings and preambles set forth in th
Resolution are hereby incorporated into this Resolution and made a part hereof for a] i
Section 4. Effective Date. This Resolution shall become effective immediately upon
GTEC\Refg2015: CityApprovingRes
Mayor, Dale Ross
City of Georgetown, Texas
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City Attorney, BAdget Vhapman
GTEC\Refg20 15: CityApprovingRes
10.144,115,
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THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
GEORGETOWN TRANSPORTATION
ENHANCEMENT CORPORATION §
We, the undersigned officers and members of the Georgetown Transportation
Enhancement Corporation (the "Corporation"), hereby certify as follows:
1. The Board of Directors of the Corporation (the "Board") convened in a
REGULAR MEETING ON THE 20th DAY OF MAY, 2015, at the Georgetown Municipal
Complex (the "Meeting"), and the roll was called of the duly constituted officers and members
of the Corporation, to -wit.
Bill Connor, President
Tom Crawford, Vice President
Joe Pondrom, Secretary
John Hesser, Director
Jerry Hammerlun, Director
Tommy Gonzalez, Director
Leo Wood, Director
and all of the persons were present, except the following absentees: Jerry Hammerlun, thus
constituting a quorum. Whereupon, among other business, the following was transacted at the
Meeting: a written
was duly introduced for the consideration of the Board. It was then duly moved and seconded
that the Resolution be passed; and, after due discussion, said motion carrying with it the passage
of the Resolution, prevailed and carried by the following vote:
GTEC\SrLienRevRefg12015: BondResCert
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has been duly recorded in the Board's minutes of the Meeting; that the above and foregoing
paragraph is a true, full and correct excerpt from the Board's minutes of the Meeting •-
to the passage of the Resolution; that the persons named in the above oregoing paragrap
are the duly chosen, qualified and acting officers and members of the Board as indicated therein;
that each of the officers and members of the Board was duly and sufficiently notified officially
and personally, in advance, • the time, place and purpose • the Meeting, and that the
Resolution would be introduced and considered for passage at the Meeting, and each of the
• and members consented, in advance, to the holding •. the Meeting • 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 5 5 1, Government Code, as amended.
GTEC\SrLienRevRefg\2015: BondResCert
Secretary
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President
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Adopted May 2, 2015
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Section 2. DESIGNATION OF BONDS
Section 'i FORM 1 1 t,
Section PLEDGE 1
Section 6. SPECIAL FUNDS ......... ........................................................................... 11
Section 7. REVENUE FUND
Section 8. FLOWOF 1
Section '' DEBT SERVICE!'
Section 1. RESERVE T
Section OPERATING ` 1
Section 12. TRANSFER ''
Section 14. FUNDS SEC ............................... . ........................... ..................1
Section15. PAYMENT ...................................................................................................,15
• � � � 1 ' 1 is '
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Section 19. GENERAL COVENANTS ............................................................................. I ...... 13
Seclon20, ...................... ................................ . ............... I't
Section 21. DAMAGED, MUTILATED, LOST, STOLEN, OR
DESTROYED BONDS ........................................................................................... 15
Section 22. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION; CUSIP NUMBERS AND BOND INSURANCE,
IFOBTAINED ................................................................................................ I ..... 16
,] alkyj I tit] I I
Section 29. FURTHER ACTIONS ............................................................................................ 28
Section 32. INTERPRETATIONS ............................................................................................ U
�,ection 33. INCONSISTENT PROVISIONS .......................................................... v .............. :m
Section 34. INTERESTED PARTIES ..................................... I ... I .......................................... I u
Section 35. INCORPORATION OF RECITALS ................................................................... 31
Section 36. SEVERABILITY ....................................................................................................
Section 37. REPEALER ................................... i ................................................................ i ..... I
Section 38. EFFECTIVE DATE ......................................................... ............. ............... .... I
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Section39, PREAMLE ..................................................... .................................................... 31
EXHIBIT A - Definitions
EXHIBIT B — Form of Bond
EXHIBIT C — Description of Annual Financial Informatill
GTEC1SrLienRevRefg\2015: BondRes iii
THE STATE OF TEXAS §
GEORGETOWN TRANSPORTATION ENHANCEMENT CORPORATION §
WHEREAS, pursuant to Section 4B of the Development Corporation Act of 1979,
Article 5190.6, Vernon's Annotated Texas Civil Statutes now codified as Local Government
Code, Title 12, Subtitle C, particularly Chapters 501 and 505 o the Local Government o e
(collectively, the "Act"), a majority of the citizens of the City of Georgetown, Texas (the "City")
voting at an election held on May 5, 2001 (the "Election") authorized the City to levy a sales and
use tax on the receipts at retail of taxable items within the City at a rate of one-half of one
percent for the benefit of a development corporation operating on behalf of the City to be used
for project costs for streets, roads, drainage and other transportation system improvements
including the payment of maintenance and operating expenses associated with such authorized
projects-, and
WHEREAS, pursuant to the provisions of the Act the City created the Georgetown
Transportation Enhancement Corporation (the "Issuera nonstock, nonprofit industrial
development corporation created to act on behalf of the Issuer to satisfy the public purposes set
forth in the Act as authorized at the Election, and
WHEREAS, the Board of Directors of the Issuer (the "Board") hereby finds and
determines that the issuance of the Bonds (as defined herein) in accordance with the Act to
refund the Refunded Obli - ations . as defined 'in Exhibit "A" attached hereto, is in the best interest
of the Issuer; and
WHEREAS, after issuance, the Bonds will be the only series of Parity Obligations
outstanding; and
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exceed the amount authorized in Section 3, which shall be sufficient to provide for the purposes
for which the Bonds are authofized and to pay the costs of issuing the Bonds.
To achieve advantageous borrowing costs for the Issuer, the Bonds shall be sold on a
negotiated, placement or competitive basis as determined by the Pricing Officer in the Pricing
Certificate. In determining whether to sell the Bonds by negotiated, placement or competitive
ale th Pn*cin Officer hall tak•acco in terial disclosure issues which
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placement, with the underwriters or placement purchasers at such price, with and subject to such
terms as determined by the Pricing Officer pursuant to this Section 2(b) above.
The Board determines that the delegation of the authority to the Pricing Officer to
approve the final terms and conditions of the Bonds as set forth in this Resolution is, and the
decisions made by the Pricing Officer pursuant to such delegated authority and incorporated in
the Pricing Certificate will be, in the best interests and shall have the same force and effect as if
su h rmi ffielerr-M,—her authe,,ized4&Taa1k-j---
Date, plus the portion of the difference between such amount and the amount set forth • the
Accretion Table with respect to the next succeeding Compounding Date that the number of days
(based on 30 -day months) from such last preceding Compounding Date to the date for which
such determination is being calculated bears to the total number of days (based on 30 -day
months) from such last preceding Compounding Date to the next succeeding Compounding
Date.
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 issuer shall not redeem such Bonds and the Paying Agent/Registrar shall
give notice, in the manner in which the notice of redemption was given, to the effect that the
Bonds have not been redeemed.
Section 3. CHARACTERISTICS OF THE BONDS. (a) The Issuer shall keep or
cause to be kept at the designated office for payment of the Paying Agent/Registrar the
Registration Books, and the Issuer hereby appoints the Paying Agent/Registrar as its registrar
and transfer agent to keep such books or records and make such registrations of transfers and
exchanges under such reasonable regulations as the Issuer and Paying Agent/Registrar may
prescribe, and the Paying Agent/Registrar shall make such registrations, transfers and exchanges
as herein provided.
law, shall not permit their inspection by any other entity. The Paying Agent/Registrar's standard
or customary fees and charges for making such registration, transfer, exchange and delivery of a
substitute Bond or Bonds shall be paid as provided in the FORM OF BOND set forth in Exhibit
"B" of this Resolution. Registration of assignments, transfers and exchanges of Bonds shall be
i�a—de in the manner provided and with the effect stated *in the FORM OF BOND set forth in
Exhibit "B" of this Resolution. Each substitute Bond shall bear a letter and/or number to
distinguish it from each other Bond.
initially were issued and delivered pursuant to this Resolution, approved by the Attorney
General, and registered by the Comptroller of Public Accounts.
(b) The Issuer hereby finther 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 Resolution.
The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the
Paying y• r.' with respect to the Bonds.
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(d) The Issuer covenants with the Registered Owners of the Bonds that at all times while
the Bonds are Outstandia the Issuer will provide a competent and legally qualified bank, trust
company, financial institution, or other entity to act as and perform the services of Paying
Agent/Registrar for the Bonds under this Resolution, and that the Paying Agent/Reeistrar will be
one entity. The Issuer reserves the right to, and may, at its option, change the Paying
A ent/Re 1 trar u on written notice to the Pavin, A ent/Re istrar in accordance with
is S
GTEC\SrLienRevRefg\2015: BondRes 6
(e) Except as provided below, no Bond shall •` valid or obligatory for any purpose or be
entitled to any security or benefit of this Resolution unless and until there appears thereon the
Certificate of Paying Agent/Registrar substantially in the form provided in this Resolution, duly
authenticated by manual execution of the Paying Agent/Registrar. It shall not be required that the
same authorized representative of the Paying Agent/Registrar sign the Certificate of Paying
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described above, the Initial Bond delivered • the closing •. shall have attached thereto the
Comptroller's Registration Certificate substantially in the form provided in this Resol ion,
manually executed by the Comptroller of Public Accounts of the State of Texas or by his duly
authorized a which c
-ertificate shall be evidence that the Initial Bond has been dulw aM:-,roved
by the Attorney General of the State of Texas and that it is a valid and binding obligation of the
Issuer, and has been registered by the Comptroller.
(f) The Bonds issued in exchange for the Initial Bond shall be initially issued in the form
of a single fully re istered Bond for each of the maturities thereof. Upon initial issuance the
91
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and except as provided in subsection hereof, all of the outstanding Bonds shall be registere.4-
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,1 the
Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC
Participant to hold securities to facilitate the clearance and settlement of securities transaction
among DTC Partici ants or to any person on behalf of whom such a DTC Participant holds an
ip
interest in the Bonds. Without limiting the immediately preceding sentence, the Issuer and the
Paying Agent/Registrar shall have no responsibility or obligation with respect to (1) 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 • any • person, • than a
eli-t.—Id h B n h n R 9i ion Book f t* ewithres ectto
pie
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The Paying Agent/Registrar shall pay all principal • and interest • the Bonds only to • upon
the order of the Registered Owners, as shown in the Registration Books as provided in this
Resolution, or their respective attorneys duly authorized in writing, and all such payments shall
be valid and effective to fully satisfy and discharge the Issuer'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 Re istered Owner, as shown in the Registration Books, shall receive a Bond
91
certificate evidencing the obligation • the Issuer to make payments of principal and interest
pursuant to this Resolution. Upon delivery by DTC to the Paying Agent/Registrar of written
noJij i Zect J, 7"-",
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GTEC\SrLienRevRefg\2015: BondRes 7
Registered Owner at the close of business on the Record Date, the words "Cede & Co." in this
Resolution shall refer to such new nominee of DTC.
(g) In the event that the Issuer determines that DTC is micapable of discharging its
responsibilities described herein and in the representation letter of the Issuer to DTC • that it is
in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated
Bonds th Is u r 11
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Section 5. PLEDGE. (a) The Bonds and any interest payable thereon and any
Additional Parity Obligations which may be issued in accordance herewith and any interest
payable thereon, are and shall be secured by and payable from a first lien on and pledge of the
GTF-C\SrLienRevRefg\2015: BondRes 8
Pledged Revenues, which lien on and pledge is prior in right and claim to the lien and pledge on
the Pledged Revenues securing the payment of the outstanding Junior Lien Obligations and any
Subordinate Lien Obligations hereafter issued-, and the Pledged Revenues are pledged to the
establishment and maintenance of the Debt Service Fund and the Reserve Fund as hereinafter
provided. The Bonds are and will be secured by and payable only from the Pledged Revenues
and amounts on deposit *in the Debt Service Fund and the Reserve Fund, and not from amounts
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mortgage or deed of trust on any real, personal or mixed properties.
(b) Chapter 1208.1 Government Code, applies to the issuance of the Bonds and the pledge
of Pledged Revenues granted by the Issuer under this Resolution, 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 Pledged Revenues granted by the Issuer under
this Resolution 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 Issuer 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
4t
Section 6. SPECIAL FUND. (a) The below listed currently existing special. Funds ar�
hereby confirmed and shall be maintained on the books of the Issuer, so long as any of the Bonds
are outstanding and unpaid:
(i) Georgetown Transportation Enhancement Corporation Revenue Fund,
hereinafter called the "Revenue Fund."
(ii) Georgetown Transportation Enhancement Corporation Debt Service Fund,
hereinafter called the "Debt Service Fund."
(iii) Georgetown Transportation Enhancement Corporation Operating Fund,
hereinafter called the "Operating Fund."
(b) The following special Fund is hereby created and shall be established and maintained
on the books of the Issuer pursuant to Section 11 hereof, so long as any of a are
outstanding and unpaid: Georgetown Transportation Enhancement Corporation Senior Lien
Sales Tax Revenue Bonds Reserve Fund, hereinafter called the "Reserve Fund."
(c) Though all of such funds may be subaccounts of the City's Funds held by the
Depository, and, as such, not held in separate bank accounts, such treatment shall not constitute a
commingling of the monies in such Funds or of such Funds and the Issuer shall keep full and
complete records indicating the monies and investments credited to each of such Funds.
Section 7. REVENUE FUND. All Pledged Revenues shall be credited to the Revenue
Fund immediately upon receipt as provided in the Transfer Agreement.
GTEC\SrLienRevRefg\2015: BondRes 9
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now or hereafter permitted by law.
Section 9. DEBT SERVICE FUND. The Debt Service Fund is for the sole -Purpose of
paying the principal of and interest on the Parity Obligations Outstanding at any time, as the
same come due (including principal coming due as a result of any mandatory redemption of the
Parity Obligations). The Issuer covenants that there shall be deposited into the Debt Service
Fund prior to each principal and interest payment date from the Pledged Revenues an amount
equal to one hundred per cent (100%) of the interest on and the principal of the Parity
Obligations then falling due and payable.
The required deposits to the Debt Service Fund for the payment of princi al of and
interest on the Parity Obligations shall continue to be made as hereinabove provided until (i) the
GTEC\SrLienRevRefg\2015-. BondRes 10
total amount on deposit in the Debt Service Fund and in each debt service reserve fund
(excluding any Reserve Fund Obligations) for Parity Obligations is equal to the amount required
to fully pay and discharge all Parity Obligations (principal and interest) then Outstanding or (ii)
the Parity Obligations are no longer Outstanding.
Section 10. RESERVE FUND, (a) For purposes of (i) paying the 'Principal of,
premium, • interest on Bonds a any Additional Parity Obligations,
, t a e.fe �,.a d d available • • amounts
shall become due are insufficient and paying,or providing for payment of, the final
principal amount of the Bonds and any Additional Parity Obligations, as applicable so that they
are no longer deemed to be "Outstanding" as such term is defined herein, the Issuer hereby
creates and establishes a special account known as the "Georgetown Transportation
Enhancement Corporation Senior Lien Sales Tax Revenue Bonds Reserve Fund" (hereinafter
referred toas the "Reserve Fund"), which account shall continue to be kept separate and apart
from other fundsor t of the Issuer. The Issuer shall maintaint equal
Required Reserve at all times in or held for the benefit of the Reserve Fund.
During such time as the Reserve Fund contains the total Required Reserve, the Issuer
may, at its option, withdraw any amount in the Reserve Fund in excess of the Required Reserve
and deposit such surplus in the Revenue Fund. Any cash or investments purchased with such
cash in _ Reserve e shall be drawn uponby - •, ..- . "- prior . any
• as '' # Obligation• #-!• • held is ~'!`s of, _ Reserve
Fund. Any Reserve Fund Obligations on deposit *in, or held for the benefit of, the Reserve Fund
shall be drawn upon by the Paying Agent/Registrar on a pro rata basis and exhausted prior to
making demand for payment under the Bond Insurance Policy provided for the Bonds under
Section 1'
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covenantsThe Issuer finther and agrees that, subjectonly • the payment of Bonds
and payments to be made to the Debt Service Fund for the benefit of Parity Obligations and to
the payments to be made on pro rata basis to all debt service reserve funds (including
Reserve Fund) and any Reserve Fund Obligation Payments as provided by Section 9 hereof, the
0BondRes 11
such time as the Reserve Fund contains the Required serve Amount or (10 the
Revenues in each of two conPledgedsecutive years have been equal to not less than 1.40 times the
Average Annual Debt Service Requirements.
(d) A Reserve Fund Obligation permitted under (a) above, must be in the fonn of a
surety bond, insurance policy or similar instrument meeting the requirements described below.
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timely payment of debt service on the Parity Obligations (a "municipal bond insurer") if
the claims paying ability of the issuer thereof shall be rated "AAA" or "Aad".
respectively, by S&P or Moody's, or (ii) a surety bond or insurance policy issued to the
Paying Agent/Registrar, as agent of the Holders, by an entity other than a municipal bond
insurer, if the form and substance of such instrument and the issuer thereof shall be
approved in writing by each Bond Insurer of record.
its payment obligations thereunder, or (c) the claims paying ability of the issuer of the
insurance policy or surety bond falls below "AAA" or "Aaa", by S&P and Moody's,
respectively, the obligation to reimburse the issuer of the Reserve Fund Obligation shall
be subordinated to the cash replenishment of the Reserve Fund.
a
10,611gation in accuruance WIFLITT17, us 7151 Wir,
period as will, when combined with the timing of required payment under the Reserve
Fund Obligation, ensure payment under the Reserve Fund Obligation on or before the
interest payment date) prior to each date upon which the principal of or interest on the
Parity Obligations will be due.
It is recognized that a Reserve Fund Obligation may be issued which is payable only with
respect to a part of the Bonds and the Outstanding Parity Obligations with the remainder of the
Required Reserve Amount being satisfied by monies and investments and in that case any draws
upon the Reserve Fund will have to be made on a pro -rata basis to ensure that every Parity
Obligation enjoys an equal amount of security. Therefore, (i) draws upon one or more such
Reserve Fund Obligations shall be made on a pro -rata basis with cash and investments available
in the Reserve Fund and de;�osits and credits to the Reserve Fund to restore it to: the Required
Reserve Amount shall be utilized on a pro -rata basis to pay Reserve Fund Obligation Payments
to reimburse the issuers of the Reserve Fund Obligations, thus restoring that part of the Required
Reserve Amount, and to restore with cash and investments the balance of the Required Reserve
Amount.
Section 11. OPERATMG FUND. Amounts on deposit in the Operating Fund may be
(i) applied to pay or redeem any Parity Obligations at the option of the Issuer, or (ii) applied for
any other lawful purpose of the Issuer.
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Section 12. TRANSFER.Pursuant to the provisions of ' • `
which is hereby reconfirmed and approved, the City has agreed to do any and all things
necessary to accomplish the transfer of the Sales Tax collected for the benefit of the Issuer to the
Revenue Fund on a monthly basis. The Transfer Agreement shall govern matters with respect to
4-ce collection of the Sales Taxes from the Com,,ttroller- credits and refands due and owingjoAhe-
Comptroller , and other matters with respect to the collection and transfer of the Sales Tax.
t The President anr the Secretaryof ` Board .,. hereby ordered a` ii any and all
things necessary to accomplish the transfer of money to the Funds established hereby in ample
time to pay the principal of and interest on the Bonds,
Section 13. INVESTMENTS. Money in any Fund established by this Resolution may,
at the option of
Board, be invested in Permitted - provided
investments shall be
made in such manner that the moneyrequired to be to #.• from
Fund will be available at the Proper time or times. Investment earnings realized on investments
a le to the Debt Service Fund shall be retained therein and shall constitute a credit a
•! ;°. •, ; _ star i!' . - - - •' _, • t
Section 16. DEFICIENCIES - EXCESS PLEDGED REVENUES. (a) If on any
occasion there shall not be sufficient Pledged Revenues (after making all payments pertaining to
all Parity Obligations) to make the required deposits and credits to the Debt Service and the
Reserve Fund, then such deficiency shall be cured as soon as possible from the next available
f BondRes 14
unallocated Pledged Revenues, or from any other sources available for such purpose, and such
deposits and credits shall be in addition to the amounts otherwise required to be deposited and
credited to these Funds.
(b) Subject to making the deposits and credits required by this Resolution and any
Additional Parity Obligations Resolution, and the payments and credits required by the
Ms ituthorizin the issuance of Junior LiemDbligations or Subordinate
Lien Obligations hereafter issued by 6e Issuer, the excess Pledged Revenues may be used for
any lawful purpose.
Section 17. ADDITIONAL PARITY OBLIGATIONS. The Issuer shall have the right
and power at any time and from time to time and in one or more series or issues., to authorize,
in accordance an amount
W a
W We UUSL V1 DIN Of ME Dellel, We ISSLOr IS 1141L U1011 III (LCIU-J-IL
obligation or agreement contained in this Resolution or any Additional Parity Obligations
Resolution.
(b) The Issuer has secured from a certified public accountant a certificate or opinion
to the effect that, according to the books and records of the Issuer, the Pledged Revenues
received by the Issuer for either (i) the last completed Fiscal Year next preceding the adoption of
the Additional Parity Obligations Resolution or (ii) any twelve (12) consecutive months out of
e adoption of the- Additional Parity ObligAlt—ionsL
Resolution equal to not less than 1.25 times the Average Annual Debt Service Requirements for
a 6 RATIO -
(c) The Issuer may create and establish a debt service reserve fiind pursuant to the
provisions of any Additional Parity Obligations Resolution for the purpose of securing that
particular issue or series of Parity Obligations or any specific group of issues or series of Parity
Obligations, including combining such fund with the Reserve Fund for the Bonds, and the
amounts once deposited or credited to said debt service reserve fimds shall no longer constitute
Pledged Revenues and shall be held solely for the benefit of the owners of the particular Parity
Obligations for which such debt service reserve flind was established. Each such debt service
reserve fund shall be designated in such manner as is necessary to identify the Parity Obligations
GTEC\SrLienRevRefg\2015: BondRes 15
it secures and to distinguish such debt service reserve fund from the debt service reserve fLmds
created for the benefit of other Parity Obligations.
taken, and that the Bonds in the hands of the registered owners thereof are and will be valid and
legally binding special obligations of the Issuer in accordance with their terms except as the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium,
liquidation and other similar laws now or hereafter enacted relating to creditors' rights generally
or by general principles of equity which permit the exercise ofjudicial discretion.
(c) (i) The Issuer hereby • the earlier levy by the Issuer of the Sales Tax at the
rate voted at the Election, and the Issuer hereby warrants and represents that the Issuer has duly
and lawfully ordered the imposition and collection of the Sales Tax upon all sales, uses and
as su7n Dounuanes existect on Me Me 7Y SMU UXUL1011 AJO-Wi-Mr-i
time,
GTEC\SrLienReYRefg\2015: BondRes 16
(ii) For so long as any Bonds are Outstanding, the Issuer covenants, agrees and warrants
to take and pursue all action permissible under applicable law to cause the Sales Tax, at said rate
or at a higher rate if permitted by applicable law, to be levied and collected continuously, in the
manner and to the maximum extent permitted by applicable law, and to cause no reduction,
abatement or exemption in the Sales Tax or rate of tax below the rate stated, confirmed and
ordered in subsection (i) of this Section to be ordered or permitted so long as any Bonds shall
remain Outstanding.
(iii) If the City shall be authorized hereafter by applicable law to apply, impose and levy
the Sales Tax on any taxable items or transactions that are not subject to the Sales Tax on the
date of the adoption hereof, the Issuer, to the extent it legally may do so, hereby covenants ant
agrees to use its best efforts to cause the Issuer to take such action as may be required by
applicable law to subject such taxable items Or transactions to the Sales Tax.
(iv) The Issuer agrees to take and pursue all action permissible under applicable law to
cause the Sales Tax to be collected and remitted and deposited as herein required and as required
b the Act, at the earliest and most frequent times permitted by applicable law.
y
(y) The Issuer agrees and covenants at all times to use its best efforts to cause the Issuer
to comply with the Transfer Agreement.
(d) It will keep proper books of record and account in which full, true and correct entries
will be made of all dealings, activities and transactions relating to the Pledged Revenues and the
Funds created pursuant to this Resolution, and all books, documents and vouchers relating
thereto shall at all reasonable times be made available for inspection upon request of any
bondholders,
(e) It will maintain its corporate existence during the time that any Bonds are
Outstanding hereunder.
I privnin-IN OKI] M.Mel
gi
GTEC\SrLienRevRefg\2015: BondRes 17
(4). 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 Resolution, and such principal
issuer will have no further responsibility with respect to amounts available to such Paying
Agent/Registrar (or other financial institution pen-nitted 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.
OTO
ffM
UTC OU011 UUPOSILCU U1 NUL W5141C 'ITIUI -T
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 Issuer retains the
right under Texas law to later call that Defeased Bond for redemption in accordance with the
provisions of this Resolution, the Issuer 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
GTEC\SrLienRevRefg\2015: BondRes 18
�! f: # i.' . _ ba... #_ :1, - f,,,R • �,,. - is i. _. _ f".-. a.'..- •. _ e#.-,!`
• _ _ i # • -. # . i. • ! � - # : •. _ `4 f _. ` . . " : ! '. - i •, i ..' - , - it ,:...
l: 1 ff., , l' • �.# . .... _ •:,. i. .:.•'f ,.....i 1. • '. t M_ #...`i �.3'. i.
_b _i ! _ ! � - _. • , • . •' t is «�- - #- . _ •
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fund,(1) to take any action to assure that no more than 10 percent of the proceeds of
the Bonds or the Droiects financed or refinanced therewith (less amounts deposited to a
reserve used for any "privatebusiness defined in section
141(b)(6) of the Code or, if more than 10 percent of the proceeds of the Bo s or the
projects fin_ or refinanced therewith are ; used, such amounts, whetheror not
received by the issuer, with respect to such private business use, do not, under the terms
of this Resolution 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 section141(b)(2) of ie
GTEC\SrLienRevRefg12015: BondRes 20
(2) to take any action to assure that 'in the event that the "private business use"
,,-,-d 5 f fhe•mreeds of the Bonds or the
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acquire investment propus umineu in se=XM(6)7�
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
3 years or less or, in the case of a refunding bond, for a period of 30 days, I
(B) amounts invested in a bona fide debt service fund, within the inearil
of section 1.148-1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or replacemelM
fund to the extent such amounts do not exceed 10 percent of the proceeds of
Bonds; I
(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) and, to the
extent applicable, section 149(d) of the Code (relating to advance refimdings), and
(8) 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.
GTEC\SrLienRevRefg\2015BondRes 21
(b) Rebate Fund.. In order to facilitate compliance with the above covenant (8), a "Rebate
Fund' is hereby established by the Issuer 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.
Sol W 0 9 0 k
COUrSe Snall I101 De LrCULCU US d M-011SUCLIOR rulou'Juiur --rm
For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains
an opinion of a 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 thi
interest.
Section 24. APPROVAL OF OFFERING DOCUMENTS, PAI'MIG
AGENT/REGI8TRAR AGREEMENT AND ESCROW AGREEMENT. The Pricm*g
Officer is hereby authorized to approve the Preliminary Official Statement, the Official
Statement relating to the Bonds and any addenda, supplement or amendment thereto and to
deem such documents final in accordance with Rule 15c2-12. The Issuer further approves the
distribution of such Official Statement in the reoffening of the Bonds by the underwriters in
final form, with such changes therein or additions thereto as the Pricing Officer executing the
GTEC\SrLienRevRefg12015: BondRes 22
same may deem advisable, such determination to be conclusively evidenced by his execution
thereof.
i � I 11�� � gg�11111�11!1�jw'
i 11117M i , I
of this Resolution, being information designated by the Pricing Officer in the Pricing Certificate,
including financial statements of the Issuer if audited financial statements of the Issuer are then
available, and (2) if not provided as part of such financial information and operating data,
audited financial statements of the Issuer, when and if available. Any financial statements to be
provided shall be (i) prepared in accordance with the accounting principles described in Exhibit
M� hereto, or such other accounting principles as the Issuer 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 Issuer commissions an audit of such financial
statements and the audit is completed within the period during which they must be provided, If
not complete within -12 m•
- b
ecomes availar''-
• •
le
ormation and operating data to be provided pursuant to this Section may
be set forth in full in one or more documents or may be included by specific reference to any
document that is available to the public on the MSRBs internet web site or filed with the SEC.
All documents provided to the MSRB pursuant to this Section shall be accompanied by
identifying information as prescribed by the MSRB.
(b) Event Notices. The Issuer shall notify the MSRB, in an electronic • as
prescribed by the MSRB, in a timely manner not in excess of ten business days after the
occurrence of the event, of any of the following events with respect to the Bonds.
B. Non-payment related defaults, if material within the meaning of the
-•" securities laws-,
C. Unscheduled draws on debt service reserves reflecting financial
difficulties;
D. Unscheduled draws on credit enhancements reflecting financial
difficulties;
E. Substitution of credit or liquidity providers, or their failure to perform;
F. Adverse tax opimions, the issuance by the Internal • Service AN
proposed • final determinations • taxability, Notices of Proposed Iss
• Form 5701-TEB) • • material • or determinations wi
I
GTEC\SrLienRevRefg2g15: BondRes 24
respect to the tax status of the Bonds, or other events affecting the
status of the Bonds;
G. Modifications to rights • holders of the Bonds, if material within
meaning
• the f -t-
:$ •
de
ond calls, if material within the meaning • the federal securities lal
and tender offers;
Release, substitution, or sale of property securing repayment of the Bond
if material within the meaning of the federal securities laws-, I
M. The consummation Of a merger, consolidation, or acquisition involving the
Issuer or the sale of all • substantially all • the assets of the Issuer, •':
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 within the meaning of the federal securities laws; and
N. Appointment of a successor or additional trustee or the change of -name of
a trustee, if material within the meaning of the `•` securities laws,
awmar, ksol - 1 9 - - I
IN -01 -
11r-W.Uj-1&1fWV To ;i
accordance with subsection (a) of this Section by the time required by such subsection. All
documents provided to the MSRB pursuant to this Section shall be accompanied by identifying
information as prescribed by the MSRB.
(c) Limitations, Disclaimers, and Amendments. The Issuer shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so long
as, the Issuer remains an "obligated person" with respect to the Bonds within the meaning of the
Rule, except that the Issuer in any event will give notice of any de osit made in accordance with
I p
Section 21 of this Resolution that causes the Bonds no longer to be outstanding.
The provisions of this Section are for the sole benefit of the holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or
any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer
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 •'' information that may be relevant or material to a complete
GTEC\SrLienRevRefg\2015:
:+ +' 25
presentation of the Issuer'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 Issuer does not make any representation or warranty concerning
such information or its usefulness to a decision to invest 'in or sell Bonds at any future date.
MIMAM 61MM-111
No default by the Issuer in observing or performing its obligations under this Section
wri-?160"
this Resolution.
GTEC\SrLienRevRefg12015: BondRes 26
(a) Events of Default. Each of the following occurrences or events for the purpose of
this Resolution is hereby declared to be an Event of Default:
(i) the failure to make payment of the priinci al of or interest on any of the Bonds
IP
when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the issuer, the failure to perform which materially, adversely affects the
rights of the Registered Owners of the Bonds, includmig, but not limited to, their prospect
d of 60 days after notice of su default is given by any Registered Owner to the
a peno ch
Issuer.
"Pil -W AW
trustee or trustees therefor, may proceed against the Issuer, or any official, officer or
employee of the Issuer in their official capacity, for the purpose of protecting and
enforcing the rights of the Registered Owners under this Resolution, 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
4
*vvitrw*tr
unlawful or in violation of any night 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 R's istered Owners of Bonds then outstanding.
(c) Remedies Not Exclusive.
(1) 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 eiuitvi Drovidedi however, that notwithstandin i any
oiner provision o s esoiuilonuierigniLoac(;eierateine(ieot-e7,T'i(jenceuoi-Lrienoilas
shall not be available as a remedy under this Resolution.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemU-
a waiver of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Resolution, such
Registered Owner agrees that the certifications required to effectuate any covenants or
representations contained in this Resolution as not and shall never constitute or give rise
GTEC\SrL1enRevRefg\20BondRes 27
the Issuer or the Issuer Council.
M
ulrj liminq, or ite Zia personauji iiaoie to Trie WegisTerea
s
ITTIUI 1 n ten
provision of this Resolution, or because of any Event of Default or alleged Event of
Default under this •
pnncipat amount oY Tnenflusumuing TarlujvIsIngTaLions snan OYU Me ngm
to time to approve any amendment to this Resolution which may be deemed necessary or
desirable by the issuer, provided, however, that without the consent of the Bond Insurer and the
registered owners of all of the effected Parity Obligations at the time outstanding, nothing herein
contained shall permit or be construed to permit the amendment of the terms and conditions in
this Resolution or in the Parity Obligations so as to:
(ii) Reduce the rate of interest borne by any of the outstanding Parity Obligations;
GTEC\SrLienRevRefg12015: BondRes 28
(iii) Reduce the amount of the principal payable on the outstanding Parity Obligations,*
(iv) Modify the terms of payment of principal of or interest on the outstanding Parity
Obligations or impose any conditions with respect to such payment;
(v) Affect the rights of the registered owners of less than all of the Parity Obligations
then outstanding;
(vi) Change the minimum percentage of the principal amount of Parity Obligations
necessary
• •' to such amendment.
For the purpose of this Section, the fact of the holding of Parity Obligations issued in
registered form without coupons and the amounts and numbers of such Parity Obligations and
the date of their holding same shall be proved by the Registration Books of the Paying
Agent/Registrar. For purposes of this Section, the registered owner of a Parity Obligation in
such reizistered form shall be the owner thereof as shown on such Registration Books. The
issuer may conclusively assume that such ownership • until written • to the
• is served •• the Issuer.
I roler. Ito at -11MIM01 I MON a I I I ROW,
(1) To add to the covenants and agreements of the Issuer in this Resolution
contained, other covenants and agreements thereafter to be observed, grant additional
rights or remedies to bondholders or to surrender, restrict or limit any right or power
herein reserved to • conferred !• the Issuer;
(2) To make such provisions for the purpose of curing any ambiguity, or
curing, correcting or supplementing any defective provision contained in this Resolution,
or in regard to clarifying matters or questions arising under this Resolution, as are
neces M 01- not • to or inconsis "en with this Resolution and which
shall not adversely affect the interests of the registered owners of the Parity Obligations-,
(3) To make any changes or amendments requested by any Rating Agency, as a
condition to the issuance or maintenance of a rating, which changes or amendments do
not, 'in the judgment of the Issuer, materially adversely affect the interests of the owners
of the outstanding Parity Obligations;
(4) To make such changes, modifications or amendments as may be necessary or
desirable, which shall not adversely affect the interests of the owners of the outstanding
ELni,'JuVig 111ri'& i —ts, *e e-Yte-jt;1,e-,wtcbfed by law!,��
WN ��ITAQWI
MIN
(5) To modify any of the pro -visions of this Resolution in any other respect
whatever, provided that (i) such modification shall be, and •` expressed to be, effective
only after all Parity Obligations outstanding at the date of the adoption of such
IM -2S9.4 �—� -SP�Aaal*
referred to in the text of all Additional Parity Obligations issued after the date of the
adoption of such modification.
GTEC\SrLienRevRefg\2015: BondRes 30
publish such notice shall not adversely affect the implementation of such amendment as adopted
pursuant to such amendatory resolution.
Section 31. PAYMENT OF ATTORNEY GENERAL FEE. The Issuer hereby
authorizes the disbursement of a fee equal to the lesser of (i) one-tenth of one percent of the
principd amount of the Bonds or (ii) $9,500, provided that such fee shall not be less than $750,
to the Attorney General of Texas Public Finance Division for payment of the examination fee
8 2izi 2FIe*
and credit agreements, as required by Section 1202.004 of the Texas Government Code. The
appropriate member of the Issuer's staff is hereby instructed to take the necessary measures to
make this payment. The Issuer is also authorized to reimburse the appropriate funds for such
payment from proceeds of the Bonds.
Section 32. INTERPRETATIONS. All terms- defined heremi and all pronouns used in
this Resolution 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 Resolution and the Table of Contents of
this Resolution have been inserted for convenience of reference only and are not to be considered
a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof
This Resolution 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 the Pledged Revenues to secure the payment of the Bonds.
Section 33. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions, or
parts thereof, which are in conflict or inconsistent with any provision of this Resolution are
hereby repealed to the extent of such conflict and the provisions of this Resolution shall be and
remain controlling as to the matters contained herein.
Section 34. INTERESTED PARTIES. Nothing in this Resolution expressed or
implied is intended or shall be construed to confer upon, or to give to, any person or eiitity, other
than the Issuer and the Reaistered Owners of the Bonds, any right, remedy or claim under or by
reason of this Resolution or any covenant, condition or stipulation hereof, and all covenants,
stipulations, promises and agreements in this Resolution contained by and on behalf of the Issuer
shall be for the sole and exclusive benefit of the Issuer and the registered owners of the Bonds.
Section 35. INCORPORATION OF RECITALS. The issuer hereby finds that the
statements set forth 'in the recitals of this Resolution are true and correct, and the Issuer hereby
incorporates such recitals as apart of this Resolution.
Section 36. SEVERABILITY. if any provision of this Resolution or the application
thereof to any circumstance shall be held to be invalid, the remainder of this Resolution and the
application thereof to other circumstances shall nevertheless be valid, and this governing body
hereby declares that this Resolution would have been enacted without such invalid provision.
Section 37. REPEALER. All orders, resolutions and ordinances, or parts thereof,
inconsistent herewith are hereby repealed to the extent of such inconsistency.
GTEC\SrLienRevRefg\2015: BondRes 31
Section 38. EFFECTIVE DATE. This Resolution shall become effective upon
adoption by the issuer and approval by the Issuer.
Section 39. PREAMBLE. The findigs and preambles set forth in this Resolution are
hereby incorporated into this Resolution and made a part hereof for all purposes.
------------------------
GTEC\SrLienRevRefg12015: BondRes 32
As used in this Resolution, the following terms and expressions shall have the meanings
set forth below, unless the text of this Resolution specifically indicates otherwise.
"Act" shall mean the Development Corporation Act of 1979, Article 5190.6, V.A.T.C.S.,
as whe -1.
"Additional Parity Obligations" shall mean bonds or other debt obligations authorized by
law which the Issuer reserves the night to issue or enter into, as the case may be, in the future in
accordance with the terms and conditions provided *in Section 18 of this Resolution and which,
together with the Bonds, are equally and -ratably secured by a first lien on and pledge of the
Pledged Revenues on a parity with the Bonds under the tenns of this Resolution and an
Additional Parity Obligations Resolution.
"Additional Parity Obligations Resolution" shall mean any resolution of the Board
authorizing and providing the terms and provisions of the Additional Parity Obligations.
"Amortization Installmentil means, with respect to any Term Bonds of any series of Parity
Obligations, the amount of money which is required to be deposited into a mandatory
redemption account for retirement of such Term Bonds (whether at maturity or by mandatory
redemption and including redemption premium, if any) provided that the total Amortization
Installments for such Term Bonds shall be sufficient to provide for retirement of the aggregate
principal amount of such Term Bonds.
"Annual Debt Service Requirements" means, as of the date of calculation, the principal of
and interest on all Parity Obligations coming is at Maturity or Stated Maturity (or that could
come due on demand of the owner thereof other than by acceleration or other demand
conditioned upon default by the Issuer on such Debt, or be payable in respect of any required
purchase of such Debt by the Issuer) in such Fiscal Year, and, for such purposes, any one or
more of the following rules shall apply at the election of the Issuer:
(a) if the princi al (including the accretion of interest resulting from original issue
ip
discount or compoundi of interest) of any series or issue of Funded Debt due (or
mg
payable in respect of any required purchase of such Funded Debt by the Issuer) in any
Fiscal Year either is equal to at least 25% of the total principal (including the accretion of
interest resulting from original issue discount or compounding of interest) of such Funded
Debt or exceeds by more than 50% the greatest amount of principal of such series or
issue of Funded Debt due 'in any preceding or succeeding Fiscal Year (such principal due
in such Fiscal Year for such series or issue of Funded Debt being referred to herein and
throughout this Resolution as "Balloon Debt"), the amount of principal of such Balloon
Debt taken into account during any Fiscal Year shall be equal to the debt service
calculated using the original rinci)2al amount of such Balloon Debt amortized over the
GTEC\SrLienRevRefg\2015: BondRes A-1
Tenn of Issue on a level debt service basis at an assumed interest rate equal to the rate
borne by such Balloon Debt on the date of calculation;
(c) Principal of and interest on Parity Obligations, or portions thereof, shall not be
included in the computation of the Annual Debt Service Requirements for any Fiscal
Year for which such Drincipal or interest are p able from funds on dggosit or set
2L_
(d) As to any Parity Obligations that bear interest at a variable interest rate which
cannot be ascertained at the time • calculation of the Annual Debt Service Requirement
then, at the option of the Issuer, either (A) an interest rate equal to the average rate borne
by such Parity Obligations (or by comparable debt in the event that such Parity
O�b ations has not been outstandin during the receding, 2,4 months for an 24 month
I 411CAL"W1.�= W V I ILWIM 0) IMIA to I I a *?Mr. MOM I I I 111INS I ILT-M
IF =-
Obligations);
With respect to any calculation of historic data, only those payments actually made in the subject
period shall be taken into account in making such calculation and, with respect to prospective
calculations, only those payments reasonably expected to be made in the subject period shall be
taken into account in making the •
GTEOSrUenRevRefgV0.• •. A-2
"Average Annual Debt Service Requirements" means that average amount which, at the
time of computation, will be required to pay the Annual Debt Service Requirements when due
(either at Stated Maturity or mandatory redemption) and derived by dividing the total of such
Annual Debt Service Requirements by the number of Fiscal Years then remaining before Stated
Maturity of such Parity Obligations. For the purposes of this definition, a fractional period of a
Fiscal Year shall be treated as an entire Fiscal Year. Capitalized interest payments provided
from bond proceeds, accrued interest on any Debt, and interest earnings thereon shall be
excluded in making such computation.
"Bond� or "Bonds" shall mean the Georgetown Transportation Enhancement Corporation
Sales Tax Revenue Refunding Bonds, Series 2015 authorized to be issued by this Reso ution.
"Bond Insurance Policy" means the municipal bond new issue insurance policy issued by
the Bond Insurer that guarantees payment of principal of and interest on the Bonds.
"Book -Entry -Only System " means the book -entry system of bond registration provided in
Section 4, or any successor system of book -entry registration.
"Cede & Co. " means the designated nominee and its successors and assigns of The
Depository Trust Company, New York.
"Comptroller" shall mean the Comptroller of Public Accounts of the State of Texas, and
any successor official or officer thereto.
I I Ism -74 MM
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that, in accordance with generally accepted accounting principles, are shown on the
liability side of a balance sheet; and
(b) all other indebtedness payable from Pledged Revenues (other than indebtedness
otherwise treated as Debt hereunder) for borrowed money or for the acquisition,
construction or improvement of property or capitalized lease obligations that is
guaranteed, directly or indirectly, in any manner by the Issuer, or that is in effect
guaranteed, directly or indirectly, by the Issuer through an agreement, contingent or
otherwise, to purchase any such indebtedness or to advance or supply funds for the
payment or purchase of any such indebtedness or to purchase property or services
primarily for the purpose of enabling the debtor or seller to make payment of such
GTEC\SrLienRevRefg\2015- BondRes A-3
indebtedness, or to assure the owner of the indebtedness against loss, or to supply funds
to or in any other manner, *invest in the debtor (including any agreement to pay for
property or services irrespective of whether or not such property is delivered or such
services are rendered), or otherwise.
I I WWWW"', I -
UMV411 a U 4,11 d U C C 171MU M-0-LIQUil SLUM111011US 41 UIC; 0
p1pur
prior Fiscal Years.
O'Defeasance Securities" means (i) Federal Securities, (ii) noncallable obligations of an
agency or instrumentality of the United States of America, including obligations that are
unconditionally guaranteed or insured by the agency or instrumentality and that, on the as the
Board of Directors adopts or approves proceedings authorizing the issuance of refunding bonds
4if -typ- V.
as to investment quality by a nationally recognized investment rating firm not less than "AAA"
or its equivalent, and (iii) noncallable obligations of a state or an agency or a county,
municipality, or other political subdivision of a state that have been refunded and that, on the
date the Board of Directors adopts or approves proceedings authorizing the issuance of refunding
bonds or otherwise provide for the funding of an escrow to effect the defeasance of the Bonds,
are rated as to investment quality by a nationally recognized investment rating firm no less than
"A,,%A" or its equivalent.
"DTO means The Depository Trust Company, New York, New York and its successors
and assigns.
•0 .1 04-M It V --
"Election" means the sales and use tax election held by the Issuer on May 5, 2001
pursuant to the provisions of the Act.
"Federal Securities" means direct, noncallable obligations of the United States of
America, including obligations that are unconditionally guaranteed by the United States of
America.
"Fiscal Year" means the twelve-month accounting period used by the Issuer in
connection with the operation of the System, currently ending on September 30 of each year,
GTEC\SrLienRevRefg\2015: BondRes A-4
which may be any twelve consecutive month period established by the Issuer, but in no event
may the Fiscal Year be changed more than one time in any three calendar year period.
"Funded Debt" means all Parity Obligations created or assumed by the Issuer that mature
by their terms (in the absence of the exercise of any earlier right of demand), or that are
renewable at the option of the Issuer to a date, more than one year after the original creation or
assumption of such Debt by the Issuer.
"Investment Act" shall mean the Public Funds Investment Act, Chapter 2256, Texas
Government Code, as amended.
"Issuer" shall mean Georgetown Transportation Enhancement Corporation.
"Junior Lien Obligations" shall mean any obligations issued which the Issuer reserves the
right to issue in Section 19 of this Resolution which have a lien on the Pledged Revenues junior
to the Bonds.
WSRB" means the Municipal Securities Rulemaking Board.
I'm's
of Section 4 of this Resolution and any successor thereto.
"Permitted Investments" means, to the extent authorized by the Investment Act and the
Issuerls investment policy.
"Pledged Revenues" shall mean all of the issuer's receipts of the Sales Tax, less any
amounts due or owing to the Comptroller as charges for collection or retention by the
Comptroller for refunds and to redeem dishonored checks and drafts, to the extent such charges
and retentions are authorized or required by law.
"Pricing Certificate" shall mean the Pricing Certificate of the Issuer's Pricing Officer to
be executed and delivered pursuant to Section 2 herein in connection with the issuance of the
Bonds.
"Pricing Officer" shall mean the President or Vice President of the Issuer, acting as the
designated pricing officer of the Issuer to execute the Pricing Certificate.
"Project" shall mean the project as described in Section I of this Resolution.
"Record Date" means Record Date as defined in the Form of Bond in Exhibit "C" to this
Resolution.
"Refunded Obligations" means the Senior Lien Sales Tax Revenue Bonds, Series 2007
outstanding in the amount of $8,470,000.
"Registered Owner" or "Registered Owners" means the registered owner, whose name
appears in the Security Register, for any Parity Obligation.
"Registration Books" means the books or records for the registration of the transfer and
exchange of the Bonds.
"Required Reserve" shall mean the amount to be maintained on deposit in, or held as cash
securities, a Revenue Fund Obligation permitted by State law for the benefit of the Reserve Fund
(as defined in Section 11 hereof) which shall equal or exceed, or have a face value of Average
Annual Debt Service Requirements on the Bonds and any Additional Parity Obligation.
"Reserve Fund" means the special fund created, established and maintained by the
provisions of Sections 7 and I I of this Resolution.
"Reserve Fund Obligation" means a surety bond, insurance policy or other similar
instrument deposited in the Reserve Fund to satisfy the Required Reserve or similar obligation
deposited in any reserve fund for another series of Parity Obligations whereby the issuer of such
GTEC\SrLienRevRefg\2015: BondRes A-6
obligation is obligated to provide funds up to and including the maximum amount and under the
conditions specified in such agreement or instrument,
"Reserve Fund Obligation Payment" means any subrogation payment the issuer is
obligated to make from Pledged Revenues deposited in the Reserve Fund or any reserve fund for
another series of Parity Obligations with respect to a Reserve Fund Obligation. With respect to
the Bonds, the Reserve Fund Obligation Payment means the repayment of any draws and
expenses under the Reserve Fund Obligation together with interest.
1111 All 1 11 1 t
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together with any increases in the aforesaid rate if provided and authorized by the laws of the
State of Texas, including specifically the Act, and collected for the benefit of the Issuer, all in
accordance with the Act.
"Stated Maturity" means the annual principal payments of tile Parity Obligations payable
*n the respective dates set forth in the Resolutions which authorized the issuance of such Parity
*bligations.
"Subordinate Lien Obligations" means (i) any bonds, notes, warrants, certificates of
obligation, contractual obligations or other Debt issued by the Issuer that are payable, in whole
or in part, from and equally and ratably secured by a lien on and pledge of the iledged Revenues,
such pledge being subordinate and inferior to the lien on and pledge of the Pledged Revenues
that are or will be pledged to the payment of any Parity Obligations and Junior Lien Obligations
issued by the Issuer, and (ii) obligations hereafter issued to refund any of the foregoing if issued
in a manner that provides that the refunding bonds are payable from and equally and ratably
Subordinate Lien Obligations.
"Term Bonds" means those Parity Obligations so designated in the resolutions
authorizing such bonds which shall be subject to retirement by operation of a mandatory
redemption account.
"Term of Issue" means with respect to any Balloon Debt, a period of time equal to the
greater of (1) the period of time commencing on the date of issuance of such Balloon Debt and
ending on the final maturity date of such Balloon Debt or (ii) twenty-five years.
I'Transfer Agreement" shall mean the Amended and Restated Sales Tax Remittance
Agreement dated as of April 10, 2007, between the City and the Issuer.
GTEC\SrLienReYRefg12015: BondRes A-7
•' r
NO. PRINCIPAL
sV
UNITED STATES (! • t,
STATE OF TEXAS
SERIESSENIOR LIEN SALES TAX REVENUE REFUNDING BOND,
1
InterestRate Dated Date Maturity Date CUSIP No.
, 201,5
rr ►
,'.. •'!! . : • - - !- :. a 4':. i ! •'• ':f
- �' _ •# • r•'. 1 ' : r ♦ ## ! ♦ int • •! -*
a" ON FAWO-It 01"Or-3110M WO
in which case such fincipal amount shall bear interest from such next following interest
payment t,' provided, however,. on date of authentication hereofinterest • : the
To be completed as determined by the Pricing Officer in the Pricing Certificate: To the extent that the Pricing Certificate relating to the Bonds
is inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond; the
language in the Pricing Certificate shall be used in the executed Bonds.
GTEC\SrLienRevRefg\2015: BondRes B-1
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.
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 Issuer and the securities depository.
Aglaia All N'Talf
for this Bond it will make available to the Paying Agent/Registrar, from the "Debt Service Fund"
created by the Bond Resolution, 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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and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity ant
beatina such interest rate shall be selected in accordance with the arrangements between th*
Issuer and the securities depository.
GTEC\SrLienRevRefg\2015: BondRes B-2
4 IN I I oil 11,11,11, 1
'IfIr
THIS BOND is one of an issue of Bonds initially dated the Dated Date specified on tho
face of this Bond, authorized 'in accordance with the Constitution and laws of the State of Texas,
including particularly the Act, in the original princi al amount of $ for the purposs
I ip
of (i) refunding the Refunded Obligations and (ii) paying the costs of issuing the Bonds.
or on any date thereafter, the Bonds of this Series
maturing on and after 20 * may be redeemed prior to their scheduled
maturities, at the option of the Issuer, with funds derived from any available and lawful source,
t par lu, accrued i erest to the date fixe re in tion ole or- from time to line in
THE BONDS maturing on August 15, 20 (the "Tenn 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.
Bonds Maturing August 15, 20
Redemption Date Principal Amount
August 15, 20 $
August 15, 20 t t
t Final Maturity
THE PRINCIPAL AMOUNT of the Term Bonds required to be redeemed pursuant to
the op'eration of the mandatory sinking fund redemption provisions shall be reduced, at the
option of the Issuer by the principal amount of any Tenn Bonds of the stated maturity which, at
least 50 days prior to a mandatory redemption date, (1) shall have been acquired by the Issuer, 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 Paymig Agent/Registrar at the request of the Issuer with
monies in the Interest and Sinking Fund at a price not exceeding the principal amount of the
*To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is
inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language
in the Pricing Certificate shall be used in the executed Bonds.
GTEC\SrLienRevRefg\2015: BondRes B-3
Tenn 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 fimd redemption requirement."
AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions
thereof prior to maturity, the Issuer shall cause written notice of such redemption to be sent by
United States mail, first class, postage prepaid, to each Registered Owner of a Bond to be
redeemed, in whole or in part, at the address of the Registered Owner appeanng on the
registration books of the PaM,-L A ent/Registrar at the close of business on the business dar, next
preceding the date of mailing of such notice. Any notice of redemption so mailed shall be
conclusively presumed to have been duly given irrespective of whether received by the
Registered Owner. 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 such written notice of redemption is mailed and
if due I 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 ma 'ties, and theyv shall not bear interest after the date fixed for redem
Aurit -- Aftion- and Jgpm
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 s provided or suc
payment. If a portion of any Bond 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 an
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 Issuer, all as
provided in the Bond Resolution. Any notice of redemption shall either (1) explicitly state that
the proposed redemption is conditioned on there being on deposit in the Debt Service Fund
-tl7x
if sufficient money to pay the full redemption price of the Bonds to be redeemed is on deposit in
the Debt Service Fund.
ALL BONDS OF TMS 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
Bond Resolution, this Bond, or any unredeemed portion hereof, may, at the request of the
nets-herl-
.. Use of Term Bonds, if any, to be determined by the Pricing Officer.
GTEC\SrLienRevRefg\2015: BondRes B-4
and registered. The form of Assignment printed or endorsed on this Bond shall be executed by
the Registered Owner or its duly authorized attorney or representative to evidence the
assignment hereof. The Issuer shall pay the Paying Agent/Re istrar's standard or customary fees
91
tm'"rf rg4i&i6mk�ng such transfer- but -the one resuesting such transfer shall jaXW taxes or
other governmental charges required to be paid with respect thereto. The Paying Agent/Registrar
shall not be required to make transfers of registration of this Bond or any portion hereof (i)
during the period commencing with the close of business on any Record Date and ending with
the operimig of business on the next followin9 or principal interest D
, ayment date, or, (ii with
respect to any Bond or any portion thereof called for redemption prior to maturity, within 45
days prior to its redemption date. The Registered Owner of this Bond shall be deemed and
treated by the Issuer and the Paying Agent/Registrar as the absolute owner hereof for all
purposes, including payment and discharge of liability upon this Bond to the extent of such
payment, and the Issuer and the Paying Agent/Registrar shall not be affected by any notice to the
contrary.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or
transferring this Bond shall be modified to require the appropriate person or entity to meet the
requirements of the securities depository as to registering or transferring the book entry to
produce the same effect.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer,
Jczd in the Bond Resolution that
it promptly will appoint a competent and legally qualified substitute therefor, and promptly will
cause written notice thereof to be mailed to the Registered Owners of the Bonds.
IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and
validly authorized, issued, sold, 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-, that
this Bond is a special obligation of the Issuer; that neither the State of Texas, the City, nor any
political corporation, subdivision, or agency of the State of Texas, nor any member of the Board
of Directors of the Issuer, either individually or collectively, shall be obligated to pay the
principal of or the interest on this Bond and neither the faith and credit nor the taxing power
(except as described below) of the State of Texas, the City, or any other political corporation,
--rision or .•``f'eledgedo the qmMjent of the %crincii*al of or the interest on this
Bond-, that the principal of and interest on this Bond, together with any Additional Parity
Obligations (as defined in the Bond Resolution) hereafter issued, are secured by and payable
from a first lien on and pledge of certain funds created under the Bond Resolution and the
revenues defined in the Bond Resolution as the "Pledged Revenues", which include the proceeds
of a one-half of one percent sales and use tax levied for the benefit of the Issuer by the City (the
"Sales Tax") pursuant to Section 4B of the Act which lien on and pledge is prior in right and
claim to the lien and pledge on the Pledged Revenues securing the payment of the outstanding
Junior Lien Obligations and any Subordinate Lien Obligations; and that the Registered Owner
hereof shall not have the ri*6t to demand payment of the principal of or interest on this Bond
from any tax proceeds other than the Sales Tax proceeds levied for the benefit of the Issuer by
the City pursuant to Section 4B of the Act, or from any other source.
GTEC\SrLienRevRefgVO15: BondRes B-5
THE ISSUER HAS RESERVED the right in the Bond Resolution, subject to certain
conditions set forth therein, to issue obligations or incur indebtedness from time to time in the
rature on a parity with the Bonds with respect to the pledge of and lien on the Pledged Revenues
which secures the Bonds. The Issuer may also issue obligations or incur indebtedness which is
secured on a junior and subordinate lien with respect to the Pledged Revenues. The Bond
Resolution finther provides that the Issuer may create a debt service reserve fund and fund it or
any indebtedness which possesses a lien on and pledge of the Pledged Revenues on a parity with
the Bonds, and that such reserve shall secure only the obligations or indebtedness for which it
was funded or is to be flinded. The Issuer has created a debt service reserve fund for the benefit
of the Bonds.
THE ISSUER ALSO HAS RESERVED THE RIGHT to amend the Bond Resolution
as provided therein, and under some (but not all) circumstances amendments thereto must be
approved by the Registered Owners of a majority in aggregate principal amount of the
Outstanding Bonds.
BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby
4s* -f it-nd ri J-Zasghitio d bv suel,
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10 W12",
the terms and provisions of this Bond and the Bond Resolution constitute a contract between
each Registered Owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the
manual or facsimile signature of the President of the Board of Directors of the Issuer and
countersigned with the manual or facsimile signature of the Secretary of the Board of Directors
of the Issuer.
(facsimile signature) (facsimile
signature)
Secretary, Board of Directors President, Board of Directors
M]
(To be executed if this Bond is not accompanied I
I - 011, I s 0 -
3 a mm
r*5
GTEC\SrLienRevRefgV015: BondRes B-6
It is hereby certified that this Bond has been issued under the provisions of the Bond
replacement of, or in exchange •' a Bond, Bonds, • a portion • a Bond or Bonds of a series
which originally was approved by the Attorney General of the State of Texas and registered by
the Comptroller of Public Accounts of the State of Texas.
Dated: The Bank of New York Trust Company,
National Association
Dallas, Texas
Paying Agent/Registrar
By:
Authorized Representative
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unt;t
1601� MEIN � RFTIFI� I I I F I i I Fk I � I I ��� I I I!! I
111liqlp 11111yi� 11�1111��g 1 1111 111��!
Iffm 4 1111115! U
MOW 1, im��
the within Bond and all rights thereunder, and hereby irrevocably constitutes and .#i•
, attorney, to register the transfer • the
within Bond on a kept for registration thereof, with full power • substitution in the
premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed NOTICE- The signature above must
by an eligible guarantor institution correspond with the name of the Registered
participating in a securities transfer • as it .•a upon the front • this
association recognized signature guarantee Bond in every particular, without alteration
program. or enlargement or any change whatsoever.
GTEC\SrLienRevRefg\2015: BondRes B-7
VlarsawN
O' :O BOND ONLY:
I hereby certify that this Bond has been examined, certified as to validity and 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)
A. immediately under the name of the Bond, the headings "Interest Rate" an'
'Maturity Date" shall both be completed with the words "As shown below" an,16
"CUSIP No." shall be deleted.
I;qiqqici!!!I�11�1 E3=
"ON THE MATURITY DATE SPECIFIED BELOW, the Georgetown
Transportation Enhancement Corporation (the "Issuer"), being a nonstock, nonprofit industrial
development corporation organized and existing under the laws of the State of Texas, including
particularly the Development Corporation Act of 1979, Article 5190.6, V.A.T.C.S., as amended
amended now codified as Local Government Code, Title 12, Subtitle C. particularly Chapters
501 and 505 of the Local Government Code (the "Act"), and acting on behalf of the City of
Georgetown, Texas (the "City"), hereby promises to pay to the registered owner set forth above
or to the assignee or assignees thereof (either being hereinafter called the "Registered Owner")
on the August 15 in each of the years, 'in the principal 'installments and bearing interest at the per
annum rates set forth in the following schedule:
Year of Maturity Principal Amount Interest Rate
(Information from Sections 2 and 3 to be inserted)
GTEC\SrLienRevRefg\2015: BondRes B-8
the respective Interest Rate per annum specified above. Interest 'Is payable on
, 2015 and semiannually on each and August 15 and February 15 thereafter to
the date of payment of the principal installment specified above, or the date of redemption prior
to maturity; except, if this Bond is required to be authenticated and the date • 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
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 • 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."
GTEC\SrLienRevRefg\2015: BondRes B-9
EXHIBIT C
Accounting Principles
GTEC\SrLienRevRefg\2015: BondRes C-1