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HomeMy WebLinkAboutORD 2022-62 - Limited Tax Note SeriesCERTIFICATE FOR ORDINANCE NO. � z THE STATE OF TEXAS § COUNTY OF WILLIAMSON § CITY OF GEORGETOWN § We, the undersigned officers and members of the City of Georgetown, Texas (the "City"), hereby certify as follows: 1. The City Council of the City convened in REGULAR MEETING ON THE 23rd DAY OF AUGUST, 2022, (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 LIMITED TAX NOTE, SERIES 2022; LEVYING AN AD VALOREM TAX IN SUPPORT OF THE NOTE; AWARDING THE SALE OF THE NOTE; AND AUTHORIZING OTHER MATTERS RELATED TO THE ISSUANCE OF THE NOTE was duly introduced for the consideration of the City Council. It was then duly moved and seconded that the Ordinance be passed on first reading; and, after due discussion, said motion carrying with it the passage of the Ordinance, prevailed and carried by the following vote: AYES: NOES: 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 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 Gtown LTN\2022: Ordinance Cert 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. Gtown LTN\2022: Ordinance Cert SIGNED AND SEALED the 23rd day of A Assistant City Secretary Gtown LTN\2022: Ordinance Cert SIGNED AND SEALED the 23rd day of AL Assistant City Secretary �FAL] Gtown LTN\2022: Ordinance Cert SIGNED AND SEALED the 23rd day of AL — — � -- �;;l W- r- Assistant City Secretary [CITY SEAL) Gtown LTN\2022: Ordinance Cert SIGNED AND SEALED the 23rd day of A Assistant City Secretary [CITE SEAL] Gtown LTN\2022: Ordinance Cert SIGNED AND SEALED the 2-3 day of Au Assistant City Secretary Gtown LTN\2022: Ordinance Cert SIGNED AND SEALED the 23rd day of Au Atlf�4t&- Assistant City Secretary [CITY SEAL] Gtown LTN\2022: Ordinance Cert ORDINANCE NO. ZaU —6;L ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS LIMITED TAX NOTE, SERIES 2022; LEVYING AN AD VALOREM TAX IN SUPPORT OF THE NOTE; AWARDING THE SALE OF THE NOTE; AND AUTHORIZING OTHER MATTERS RELATED TO THE ISSUANCE OF THE NOTE WHEREAS, the City Council of the City of Georgetown, Texas (the "City") deems it advisable to issue a limited tax note (the "Note") for the purpose of financing in whole or in part contractual obligations incurred or to be incurred for (i) constructing, improving, extending, expanding, upgrading and developing City streets, bridges, sidewalks, intersections and related traffic improvements including purchasing any necessary right-of-way and equipment, (ii) constructing, improving, renovating and expanding the City's downtown parking garage, (iii) renovating, improving and equipping existing City buildings and facilities, including the Georgetown Municipal Complex, Recreation Center and Historic Light and Waterworks, (iv) constructing, renovating, improving and equipping fire stations or other public safety facilities, including a City Fire Logistics building and a Public Safety Operation and Training Center, and (v) paying related professional services including construction managers, engineers, architects, attorneys, auditors, financial advisors, fiscal agents and costs related to the issuance of the Note; and WHEREAS, the Note hereinafter authorized and designated is to be issued and delivered pursuant Chapter 1431, Texas Government Code, as amended; and WHEREAS, it is considered to be in the best interest of the City that the interest bearing Note be issued; and WHEREAS, the meeting at which this Ordinance was passed was open to the public and public notice of the time, place and purpose of said meeting was given pursuant to Chapter 551, Texas Government Code, as amended. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS: Section 1. RECITALS, AMOUNT, PURPOSE OF THE NOTE AND DEFINITIONS. (a) Recitals and. Purpose. The recitals set forth in the preamble hereof are incorporated by reference herein and shall have the same force and effect as if set forth in this Section. The Note of the City of Georgetown Texas (the "City") is hereby authorized to be issued and delivered in the aggregate principal amount of $4,050,000 (the "Note") for the purpose of financing in whole or in part contractual obligations incurred or to be incurred for (i) constructing, improving, extending, expanding, upgrading and developing City streets, bridges, sidewalks, intersections and related traffic improvements including purchasing any necessary right-of-way and equipment, (ii) constructing, improving, renovating and expanding the City's downtown parking garage, (iii) renovating, improving and equipping existing City buildings and facilities, including the Georgetown Municipal Complex, Recreation Center and Historic Light and Waterworks, (iv) constructing, renovating, improving and equipping fire stations or other public safety facilities, Georgetown LTM2022: Ordinen UN including a City Fire Logistics building and a Public Safety Operation and Training Center, and (v) paying related professional services including construction managers, engineers, architects, attorneys, auditors, financial advisors, fiscal agents and costs related to the issuance of the Note. (b) Definitions. For all purposes of this Ordinance, except as otherwise expressly provided or unless the context otherwise requires, the terms defined in Exhibit A to this Ordinance have the meanings assigned to them in Exhibit.A. (c) Vision Statement. The City Council hereby finds that the enactment of this Ordinance and issuance of the Note complies with the Vision Statement of the City. Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND MATURITY OF THE NOTE. The Note shall have the Dated Date of September 14, 2022, shall be in fully registered form, without coupons, and initially there shall be issued, sold, and delivered hereunder one fully registered Note, in the denomination of $4,050,000, numbered R-1 with notes issued in replacement thereof being in a like denomination and numbered consecutively from R-2 upward, payable to the registered owner thereof, or to the registered assignee of the Note (in each case, the "Registered Owner"), and the Note shall mature and be payable in annual installments as set forth in the FORM OF NOTE set forth in this Ordinance. The term "Note" as used in this Ordinance shall mean and include collectively the note initially issued and delivered pursuant to this Ordinance and all substitute notes exchanged therefor, as well as all other substitute notes and replacement notes issued pursuant hereto. Section 3. INTEREST. The Note shall bear interest on the unpaid balance of the principal amount thereof from the Dated Date to the date of maturity or redemption prior to maturity at the respective rates for each outstanding principal installment as set forth in the FORM OF NOTE contained in this Ordinance. Said interest shall be payable in the manner provided and on the dates stated in the FORM OF NOTE set forth in this Ordinance. Section 4. CHARACTERISTICS OF THE NOTE. (a) Registration Transfer. Conversion and. Exchange, Authentication. The City shall keep or cause to be kept at Webster Bank, National Association, New York, New York (the "Paying Agent/Registrar") books or records for the registration of the transfer, conversion and exchange of the Note (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. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the Registered Owner of each Note to which payments with respect to the Note shal l 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 the Registration Books available within the State of Texas. The City Georseto" 1,TM2022: Ordina ceLTN 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 Note. Registration of assignments, transfers, conversions and exchanges of the Note shall be made in the manner provided and with the effect stated in the FORM OF NOTE set forth in this Ordinance. Each substitute Note shall bear a letter and/or number to distinguish it from each other Note. Except as provided in subsection (c) below, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Note, date and manually sign said Note, and no such Note shall be deemed to be issued or outstanding unless such Note is so executed. The Paying Agent/Registrar promptly shall cancel all paid Note and Note 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 Note, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Note in the manner prescribed herein, and said Note shall be printed or typed on paper of customary weight and strength. Pursuant to Chapter 1201, Texas Government Code, as amended, and particularly Subchapter D thereof, the duty of conversion and exchange of Note as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Note, the converted and exchanged Note shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Note which initially was issued and delivered pursuant to this Ordinance, approved by the Attorney General and registered by the Comptroller of Public Accounts. (b) Payment of Note 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 Note, 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 Note, and of all conversions and exchanges of the Note, and all replacements of the Note, 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 past due interest 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 Note (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Note to be payable only to the Registered Owner thereof, (ii) may be converted and exchanged for other Note, (iii) may be transferred and assigned, (iv) shall have the characteristics, (v) shall be signed, sealed, executed and authenticated, (vi) the principal of and interest on the Note 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 Note, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF NOTE set forth in this Ordinance. The Note 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 Note issued in conversion of and exchange for any Note issued under this Ordinance the Georgetovm LTN\2022: OrdinwceLTN Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF NOTE. (d) Substitute Payinp- Agent/Registrar. The City covenants with the Registered Owner of the Note that at all times while the Note is outstanding the City will provide a competent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Note 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 Note, 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 Note, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. (e) On the closing date, the initial Note No. R-1 representing the entire principal amount of the Note, payable to the Purchaser, executed by manual or facsimile signature of the Mayor and City Secretary of the City, approved by the Attorney General of Texas, and registered and manually signed by the Comptroller of Public Accounts of the State of Texas, and with the date of delivery inserted thereon by the Paying Agent/Registrar, will be delivered to the Purchaser or its designee. Section 5. FORM OF NOTE. The form of the Note, including the form of Paying Agent/Registrar's Authentication Note, the form of Assignment and the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Note 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. NO. R- Georgetown LTM2022: OrdinwceLTN FORM OF NOTE UNITED STATES OF AMERICA STATE OF TEXAS COUNTY OF WILLIAMSON CITY OF GEORGETOWN, TEXAS LIMITED TAX NOTE, SERIES 2022 9 PRINCIPAL AMOUNT $4,050,000 DATED DATE: SEPTEMBER 14, 2022 REGISTERED OWNER: WEBSTER BANK, NATIONAL ASSOCIATION PRINCIPAL AMOUNT: FOUR MILLION FIFTY THOUSAND DOLLARS INTEREST RATE: 3.01% MATURITY DATE: AUGUST 15, 2029 THE CITY OF GEORGETOWN, TEXAS (the "City"), being apolitical subdivision of the State of Texas, for value received, promises to pay, from the sources described herein, to the registered owner specified above, or registered assigns, the principal amount specified above, and to pay interest thereon, from the Dated Date set forth above (calculated on the basis of a 360-day year of twelve 30-day months), on the balance of said principal amount from time to time remaining unpaid, at the applicable rates per annum for each outstanding principal installment as set forth below on each February 15 and August 15 of each year commencing February 15, 2023. The principal of this Note shall be paid in installments on each August 15 in the years and in the amounts and bearing interest at the per annum interest rate set forth above, all as set forth in the table below: Principal Year Installment 2023 $ 535,000 2024 545,000 2025 560,000 2026 575,000 2027 595,000 2028 610,000 2029 630,000 THE PRINCIPAL OF AND INTEREST ON this Note are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Note shall be paid to the Registered Owner hereof upon presentation and surrender of this Note at maturity or redemption prior to maturity, at Webster Bank, National Association, which is the "Paying Agent/Registrar" for this Note at its designated office in New York, New York (the "Designated Payment/Transfer Office). The payment of interest on this Note 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 Note (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 at the close of business on the last day of the preceding month 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 5 Oeorget— LTN\2022: OrdinmceLTN 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 Note appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. ANY ACCRUED INTEREST due at maturity as provided herein shall be paid to the Registered Owner upon presentation and surrender of this Note for payment or redemption at the Designated Payment/Transfer Office of the Paying Agent/Registrar. The City covenants with the Registered Owner of this Note that on or before each principal payment date, interest payment date, and accrued interest payment date for this Note 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 Note, when due. IF THE DATE for the payment of the principal of or interest on this Note 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 NOTE is dated September 14, 2022, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $4,050,000, for the purpose of financing in whole or in part contractual obligations incurred or to be incurred for (i) constructing, improving, extending, expanding, upgrading and developing City streets, bridges, sidewalks, intersections and related traffic improvements including purchasing any necessary right-of-way and equipment, (ii) constructing, improving, renovating and expanding the City's downtown parking garage, (iii) renovating, improving and equipping existing City buildings and facilities, including the Georgetown Municipal Complex, Recreation Center and Historic Light and Waterworks, (iv) constructing, renovating, improving and equipping fire stations or other public safety facilities, including a City Fire Logistics building and a Public Safety Operation and Training Center, and (v) paying related professional services including construction managers, engineers, architects, attorneys, auditors, financial advisors, fiscal agents and costs related to the issuance of the Note; and THE UNPAID SCHEDULED PRINCIPAL INSTALLMENTS ofthis Note beginning on August 15, 2027 and thereafter may be redeemed in whole or in part prior to their scheduled due dates by the City, on August 15, 2026 or on any date thereafter; provided that any partial redemption shall (i) occur no more than twice during any consecutive 12-month period, (ii) be in a principal amount of not less than $100,000, and (iii) be applied to the then remaining principal repayment schedule in inverse order of installments coming due. 6 Georgelom LTN\2022: OrdinenceLTN AT LEAST THIRTY DAYS PRIOR to the date fixed for any optional redemption of this Note or portions thereof prior to maturity a written notice of such redemption shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, to the Registered Owner hereof at its address as it appeared on the Registration Books on the day such notice of redemption is mailed; provided, however, that the Failure of the Registered Owner to 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 this Note. By the date fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for this Note or portions thereof which are to be so redeemed. If such written notice of redemption is sent and if due provision for such payment is made, all as provided above, this Note or portions thereof which are to be so redeemed thereby automatically shall be treated as redeemed prior to its scheduled maturity, and shall not bear interest after the date fixed for redemption, and shall not be regarded as being outstanding except for the right of the Registered Owner to receive the redemption price from the Paying agent/Registrar out of the funds provided for such payment. WITH RESPECT TO any optional redemption of this Note, unless certain prerequisites to such redemption required by the Note Ordinance have been met and moneys sufficient to pay the principal of and premium, if any, and interest on the Note 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 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 Note and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Note have not been redeemed. UPON THE PREPAYMENT or partial redemption of this Note, the Paying Agent/Registrar, shall note in the Prepayment Record appearing on this Note the amount of such prepayment or partial redemption, the date said payment was made and the remaining unpaid principal balance ofthis Note and shall then have said entry signed by an authorized official of the Paying Agent/Registrar. The Paying Agent/Registrar shall also record such information in the Register, and the Paying Agent/Registrar shall also record in the Register all payments of principal installments on such Note when made on their respective due dates. THIS NOTE IS issuable solely as a single fully registered Note, without interest coupons. As provided in the Ordinance, this Note may, at the request of the registered owner or the assignee hereof, be assigned and transferred for a like aggregate principal amount Note, without interest coupons, payable to the appropriate registered owner or assignee, as the case may be, having the same denomination, upon surrender ofthis Note 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 Note must be presented and surrendered to the Paying Agent/Registrar, together with the proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Note to the 7 Georgetown LTN\2022: Ordin—LTN assignee this Note is to be registered. The form of Assignment printed or endorsed on this Note 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 Note from time to time by the registered owner. In the case of the assignment and transfer of this Note, the reasonable standard or customary fees and charges of the Paying Agent/Registrar will be paid by the City. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment and transfer, as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to make any such transfer during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest Payment Date. IN THE EVENT any Paying Agent/Registrar for the Note is changed by the City, resigns, or otherwise ceases to act as such, the City has covenanted in the Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Registered Owner of the Note. IT IS HEREBY certified, recited and covenanted that this Note 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 Note have been performed, existed and been done in accordance with law; and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Note, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in said City, and have been pledged for such payment, within the limit prescribed by law; and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Note, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in said City, and have been pledged for such payment, within the limit prescribed by law. BY BECOMING the Registered Owner of this Note, 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 Note and the Ordinance constitute a contract between each Registered Owner hereof and the City. IN WITNESS WHEREOF, the City has caused this Note to be signed with the manual or facsimile signature of the Mayor of the City and countersigned with the manual or facsimile signature of the City Secretary of the City, and has caused the official seal of the City to be duly impressed, or placed in facsimile, on this Note. City Secretary (CITY SEAL) Georgetown LTN\2022: Ordin—LTN Mayor FORM OF PREPAYMENT RECORD Ed PREPAYMENT RECORD Principal Prepayment (amount and installment(s) to Remaining Date of which payment is Principal Payment applied) Balance Name and Title of Authorized Officer Signature of Authorized making Entry Officer FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Note 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 Note has been issued under the provisions of the Ordinance described in the text of this Note; and that this Note has been issued in conversion or replacement of, or in exchange for, a Note 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 Georgetown LTM2022: OrdinwceLTN WEBSTER BANK, NATIONAL ASSOCIATION, Paying Agent/Registrar Authorized Representative E 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 Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to register the transfer of the within Note 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. 10 Oeorgetov LTN\2022: OrdinmceLTN NOTICE: The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Note in every particular, without alteration or enlargement or any change whatsoever. FORM OF REGISTRATION CERTIFICATE OF THE COMPTROLLER OF PUBLIC ACCOUNTS COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Certificate has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and that this Certificate has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this Comptroller of Public Accounts of the State of Texas (COMPTROLLER'S SEAL) Section 6. INTEREST AND SINKING FUND. A special "Interest and Sinking Fund" is hereby created and shall be established and maintained by the City at an official depository bank of said City. Said Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of said City, and shall be used only for paying the interest on and principal of said Note. All ad valorem taxes levied and collected for and on account of said Note shall be deposited, as collected, to the credit of said Interest and Sinking Fund. During each year while any of said Note are outstanding and unpaid, the governing body of said City shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the money required to pay the interest on said Note as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of said Note as such principal matures (but never less than 2% of the original principal amount of said Note as a sinking fund each year); and said tax shall be based on the latest approved tax rolls of said City, with full allowances being made for tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in said City, for each year while any of said Note are outstanding and unpaid, and said tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes sufficient to provide for the payment of the interest on and principal of said Note, 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 Note shall be deposited in the Interest and Sinking Fund and used to pay interest on the Note. Section 7. ESTABLISHMENT OF PROJECT FUND. (a) Project Fund. The City's Limited Tax Note Series 2022 Project Fund is hereby created and shall be established and maintained by the City at an official depository bank of the City. Proceeds from the sale of the Note, including any premium, but excluding accrued interest, shall be deposited into the Project Fund. 11 Georgetown L"fN\2022: OrdinenceLTN (b) Investment of Funds. The City hereby covenants that the proceeds of the sale of the Note will be used as soon as practicable for the purposes for which the Note is issued. Obligations purchased as an investment of money in any fund shall be deemed to be a part of such fund. Any money in any fund created by this Ordinance may be invested as permitted by the Texas Public Funds Investment Act, as amended. (c) Security for Funds. All funds created by this Ordinance shall be secured in the manner and to the fullest extent required by law for the security of funds of the City. (d) Maintenance of Funds. Any funds created pursuant to this Ordinance may be created as separate funds or accounts or as subaccounts of the City's General Fund held by the City's depository, and, as such, not held in separate bank accounts, such treatment shall not constitute a commingling of the monies in such funds or of such funds and the City shall keep full and complete records indicating the monies and investments credited to each such fund. (e) Interest Earnings. Interest earnings derived from the investment of proceeds from the sale of the Note shall be used along with the Note proceeds for the purpose for which the Note is issued as set forth in Section l hereof or to pay principal or interest payments on the Note; provided, however, that after completion of such purpose, if any of such interest earnings remain on hand, such interest earnings shall be deposited in the Interest and Sinking Fund. It is further provided, however, that any interest earnings on bond proceeds which are required to be rebated to the United States of America pursuant to Section 11 hereof in order to prevent the Note from being an arbitrage bond shall be so rebated and not considered as interest earnings for the purposes of this Section. (f) Perfection. Chapter 1208, Texas Government Code, applies to the issuance of the Note and the pledge of the ad valorem taxes granted by the City under this Section, and is therefore valid, effective, and perfected. If Texas law is amended at any time while the Note is outstanding and unpaid such that the pledge of the ad valorem taxes granted by the City under this Section is to be subject to the filing requirements of Chapter 9, Business & Commerce Code, then in order to preserve to the Owner of the Note 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 8. DEFEASANCE OF THE NOTE. (a) The Note and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Note") 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 Note, 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 (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 a commercial bank or trust company 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 12 Georgetown LTN\2022: OrdinmceLTN national reputation to mature as to principal and interest in such amounts and at such times as will ensure the availability, without reinvestment, of sufficient money to provide for such payment and when proper arrangements have been made by the City with the Paying Agent/Registrar or a commercial bank or trust company for the payment of its services until the Defeased Note shall have become due and payable or (3) any combination of (1) and (2). At such time as the Note shall be deemed to be a Defeased Note hereunder, as aforesaid, such Note 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 Note, including any insufficiency therein caused by the failure of the Paying Agent/Registrar (or other financial institution permitted by law) to receive payment when due on the Defeasance Securities. (b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of the Note as aforesaid when proper notice of redemption of such Note shall have been given, in accordance with this Ordinance. Any money so deposited with the Paying Agent/Registrar or a commercial bank or trust company as provided in this Section may, at the discretion of the City Council, also be invested in Defeasance Securities, maturing in the amounts and at the times as hereinbefore set forth, and all income from all Defeasance Securities in possession of the Paying Agent/Registrar or a commercial bank or trust company pursuant to this Section which is not required for the payment of such Note and premium, if any, and interest thereon with respect to which such money has been so deposited, shall be remitted to the City Council. (c) Notwithstanding any provision of any other Section of this Ordinance which may be contrary to the provisions of this Section, all money or Defeasance Securities set aside and held in trust pursuant to the provisions of this Section for the payment of principal of the Note and premium, if any, and interest thereon, shall be applied to and used solely for the payment of the particular Note and premium, if any, and interest thereon, with respect to which such money or Defeasance Securities have been so set aside in trust. Until the Defeased Note shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Note 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 a commercial bank or trust company pursuant to this Section for the payment of the Note and the Note 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 the Note affected thereby. (e) Notwithstanding the provisions of subsection (a) immediately above, to the extent that, upon the defeasance of any Defeased Note to be paid at its maturity, the City retains the right under Texas law to later call that Defeased Note for redemption in accordance with the provisions of the Ordinance authorizing its issuance, the City may call such Defeased Note for redemption upon 13 Georgetown LTNM2022: OrdinanceLTN complying with the provisions of Texas law and upon the satisfaction of the provisions of subsection (a) immediately above with respect to such Defeased Note as though it was being defeased at the time of the exercise of the option to redeem the Defeased Note and the effect of the redemption is taken into account in determining the sufficiency of the provisions made for the payment of the Defeased Note. Section 9. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED NOTE. (a) Rel2lacement Note. In the event the outstanding Note is damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new Note of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed Note, in replacement for such Note in the manner hereinafter provided. (b) Application for Replacement Note. Application for replacement of a damaged, mutilated, lost, stolen or destroyed Note shall be made by the Registered Owner thereof to the Paying Agent/Registrar. In every case of loss, theft or destruction of a Note, the Registered Owner applying for a replacement Note 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 Note, 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 Note, as the case may be. In every case of damage or mutilation of a Note, the Registered Owner shall surrender to the Paying Agent/Registrar for cancellation the Note so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any such Note 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 Note, the City may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Note) instead of issuing a replacement Note, provided security or indemnity is furnished as above provided in this Section. A Char e for Issuing Replacement Note. Priorto the issuance of any replacement Note, the Paying Agent/Registrar shall charge the Registered Owner of such Note with all legal, printing, and other expenses in connection therewith. Every replacement Note issued pursuant to the provisions of this Section by virtue of the fact that any Note is lost, stolen or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen or destroyed Note shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance. (e) Authority for Issuiny, Re lacement Note. 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 Note 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 Note is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Note in the form and manner and with the effect, as provided in Section 9(a) of this Ordinance for Note issued in conversion and exchange for other Note. 14 Georgetown LTM2022: OrdinanceLTN Section 10. CUSTODY, APPROVAL, AND REGISTRATION OF NOTE; BOND COUNSEL'S OPINION; AND CONTINGENT INSURANCE PROVISION, IF OBTAINED. The Mayor of the City is hereby authorized to have control of the Note issued and delivered hereunder and all necessary records and proceedings pertaining to the Note pending its delivery and its investigation, examination, and approval by the Attorney General of the State of Texas, and its registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Note said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to the Note, and the seal of said Comptroller shall be impressed, or placed in facsimile, on the Note. The approving legal opinion of the City's Bond Counsel may, at the option of the City, be printed on the Note 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 Owner of the Note. In addition, if bond insurance is obtained, the Note may bear an appropriate legend as provided by the insurer. The obligation of the initial purchaser to accept delivery of the Note 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 Note to the initial purchaser. The engagement of such firm as bond counsel to the City in connection with issuance, sale and delivery of the Certificate is hereby approved and confirmed. The execution and delivery of an engagement letter, to the extent desired by the City, between the City and such firm, with respect to such services as bond counsel, is hereby authorized in such form as may be approved by the Mayor and the Mayor is hereby authorized to execute such engagement letter. Additionally, a closing instruction letter executed by the City's Chief Financial Officer shall further provide for the fees and expenses to be paid for such bond counsel services. Section 11. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE NOTE. (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 Note as an obligation 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 Note or the projects financed therewith (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds 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 Note, 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 Note or the 15 Georgetown LTM2022: OrdinmceLTN 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 Note (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 Note being treated as a "private activity bond" within the meaning of section 141(b) of the Code; (5) to refrain from taking any action that would result in the Note 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 Note, 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 Note, other than investment property acquired with -- (A) proceeds of the Note 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 Note is 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 Note; (7) to otherwise restrict the use of the proceeds of the Note or amounts treated as proceeds of the Note, as may be necessary, so that the Note does not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage); (8) to refrain from using the proceeds of the Note or proceeds of any prior notes to pay debt service on another issue more than 90 days after the date of issue of the Note in contravention of the requirements of section 149(d) of the Code (relating to advance refundings); and (9) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Note) 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 16 Georgetown LTN\2022: OrdinmceLTN United States of America, not later than 60 days after the Note has 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 (8), 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 Owner. 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 expended prior to the date of issuance of the Note. 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 Note, 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 Note 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 Note, 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 Note under section 103 of the Code. In furtherance of such intention, the City hereby authorizes and directs the City Manager, Assistant City Manager or Chief Financial Officer to execute any documents, Note 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 Note. 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 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 the fifth anniversary of the delivery of the Note, or (2) the date the Note is 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 Note. 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 17 Georgetown LTN\2022: Ordina ceLTN 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 in a transaction resulting in the receipt by the City of cash or other compensation, unless any action taken in connection with such disposition will not adversely affect the tax-exempt status of the Note. For purpose of the foregoing, the City may rely on an opinion of nationally -recognized bond counsel that the action taken in connection with such sale or other disposition will not adversely affect the tax-exempt status of the Note. For purposes of the foregoing, 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 hereof, 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. (f) Reimbursement. This Ordinance is intended to satisfy the official intent requirements set forth in section 1.150-2 of the Treasury Regulations. Section 12. SALE OF NOTE. The Note is hereby sold and shall be delivered to Webster Bank, National Association (the "Purchaser"), for cash for a price of $4,050,000.00, pursuant to and in accordance with the terms and provisions of the Purchaser's investment and commitment letter, which the Mayor and Mayor Pro -Tern of the City are hereby authorized to execute and deliver and which the City Secretary of the City is hereby authorized to attest. The Note shall initially be registered in the name of the Purchaser. It is hereby officially found, determined, and declared that the terms of this sale are the most advantageous reasonably obtainable. Section 13. NO CONTINUING DISCLOSURE UNDERTAKING. The sale of the Note is exempt from Securities and Exchange Commission Rule 15c2-12. Consequently, the City makes no undertaking with respect to such rule or with respect to the provision of on -going financial and operating data. However, the City agrees to provide the Purchaser with a copy of the City's Comprehensive Annual Financial Report within 180 days of the close of each fiscal year or if such report is not then available, by such later date as the report becomes available; provided that the electronic posting of such report with the Municipal Securities Rulemaking Board, the Municipal Advisory Council of Texas, or on the City's website shall satisfy such requirement. Section 14. 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 but with notice to the Registered Owner, except as otherwise required by paragraph (b) below, amend or supplement this Ordinance to (i) cure any ambiguity, defect or omission in this Ordinance that does not materially adversely affect the interests of the Registered Owner, (ii) grant additional rights or security for the benefit of the Registered Owner, (iii) add events of default as shall not be inconsistent with the provisions of this Ordinance and that shall not materially adversely affect the interests of the 18 Georgetown LTNM2022: Ordinan LTN Registered Owner, (v) qualify this Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time in effect, or (iv) make such other provisions in regard to matters or questions arising under this Ordinance as shall not be materially inconsistent with the provisions of this Ordinance and that shall not, in the opinion of nationally - recognized bond counsel, materially adversely affect the interests of the Registered Owner. (b) Except as provided in paragraph (a) above, the Registered Owner shall have the right from time to time to approve any amendment hereto that may be deemed necessary or desirable by the City; provided, however, that without the consent of the Registered Owner, nothing herein contained shall permit or be construed to permit the terms and conditions of this Ordinance or the Note so as to: (1) Make any change in the maturity of the Note; (2) Reduce the rate of interest borne by the Note; (3) Reduce the amount of the principal of, or redemption premium, if any, payable on the Note; (4) Modify the terms of payment of principal or of interest on the Note or impose any condition with respect to such payment; or (5) Change the requirement of with respect to Registered Owner consent to such amendment. (c) If at any time the City shall desire to amend this Ordinance under this Section, the City shall send by U.S. mail to the Registered Owner of the Note a copy of the proposed amendment. (d) Whenever at any time within one year from the date of mailing of such notice the City shall receive an instrument or instruments executed by the Registered Owner, which instrument or instruments shall refer to the proposed amendment and which shall specifically consent to and approve such amendment, the City may adopt the amendment in substantially the same form. (e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be modified and amended in accordance with such amendatory Ordinance, and the respective rights, duties, and obligations of the City and the Registered Owner of the Note shall thereafter be determined, exercised, and enforced, subject in all respects to such amendment. (f) Any consent given by the Registered Owner of the Note pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of such consent and shall be conclusive and binding upon all future Registered Owner of the Note during such period. Such consent may be revoked at any time after six months from the date of said consent by the Registered Owner who gave such consent, or by a successor in title, by filing notice with the City. 19 Georgetown LTM2022: OrdinuceLTN Seetion 15. 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 the Note when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement or obligation of the City, the failure to perform which materially, adversely affects the rights of the Registered Owner of the Note, 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 the Registered Owner to the City. (b) Remedies for Default. 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 Owner under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Registered Owner hereunder or any combination of such remedies. (c) Remedies Not Exclusive. (i) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Note 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 Note 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 Note 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 orthe City Council. 20 Georgetown LTN\2022: OrdinmceLTN (iv) None of the members of the City Council, nor any other official or officer, agent, or employee of the City, shall be charged personally by the Registered Owner with any liability, or be held personally liable to the Registered Owner under any term or provision of this Ordinance, or because of any Event of Default or alleged Event of Default under this Ordinance. Section 16. APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT. Attached hereto as Exhibit C is a substantially final form of Paying Agent/Registrar Agreement. Each of the Mayor, the City Manager and the Director of Finance are hereby authorized to amend, complete or modify such agreement as necessary and are further authorized to execute such agreement. Section 17. NO PERSONAL LIABILITY. No covenant or agreement contained in the Note, this Ordinance or any corollary instrument shall be deemed to be the covenant or agreement of any member of the City Council or any officer, agent, employee or representative of the City Council in his individual capacity, and neither the directors, officers, agents, employees or representatives of the City Council nor any person executing the Note shall be personally liable thereon or be subject to any personal liability for damages or otherwise or accountability by reason of the issuance thereof, or any actions taken or duties performed, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise, all such liability being expressly released and waived as a condition of and in consideration for the issuance of the Note. Section 18. 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 Note, the initial sale and delivery of the Note, the Paying Agent/Registrar Agreement and any insurance commitment letter or insurance policy. In addition, prior to the initial delivery of the Note, the City Manager or Assistant City Manager are each hereby authorized and directed to approve any technical 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 or (ii) obtain the approval of the Note by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on the Note shall cease to be such officer before the delivery of the Note, 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 19. INTERPRETATIONS. All terms defined herein and all pronouns used in this Ordinance shall be deemed to apply equally to singular and plural and to all genders. The titles and headings of the articles and sections of this Ordinance have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof. This Ordinance and all the terms and provisions hereof shall 21 Georgetown LTN\2022: OrdinenceLTN be liberally construed to effectuate the purposes set forth herein and to sustain the validity of the Note. Section 20. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. Section 21. 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 Owner of the Note, 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 Owner of the Note. Section 22. 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 23. SEVERABILITY. If any provision ofthis Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application thereof to other circumstances shall nevertheless be valid, and this governing body hereby declares that this Ordinance would have been enacted without such invalid provision. Section 24. REPEALER. All orders, resolutions and ordinances, or parts thereof, inconsistent herewith are hereby repealed to the extent of such inconsistency. Section 25. 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 26. PERFECTION. Chapter 1208, Government Code, applies to the issuance of the Note 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 Note is 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 Owner of the Note 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 27. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby authorizes the disbursement of a fee equal to the lesser of (i) one -tenth of one percent of the principal amount of the Note or (ii) $9,500, provided that such fee shall not be less than $750, to the Attorney General of Texas Public Finance Division for payment of the examination fee charged by the State of Texas for 22 Georgetown LTN\2022: OrdinuceLTN 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 Note. 23 Georgetown LTM2022: OrdinmeeLTN IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, finally passed, approved and effective on this 23rd day of August, 2022. CITY 0,PC,YORGETOWN, TEXAS CRY Wleor wn, Texas ATTEST: Karen Frost, Assistant City Secretary APPROVED AS TO FORM: e sson City Attorney Georgelow LTNU022: Ordina ceLTN IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, finally passed, approved and effective on this 23rd day of August, 2022. CITY OF 9EPRGETOWN, TEXAS Josh chr#der, or CityIf or wn, Texas ATTEST: Karen Frost, Assistant City Secretary APPROVED AS TO FORM: kye arson, City Attorney Georgetown LTN12022: OrdinmceLTN IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, finally passed, approved and effective on this 23rd day of August, 2022. CITY [F GFORGETOWN, TEXAS ity of CkQrg,' Texas ATTEST: Lll'w�i Karen Frost, Assistant City Secretary APPROVED AS TO FORM: Skye asson City Attorney Georgetown LTM2022: OrdinanceLTN IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, finally passed, approved and effective on this 23rd day of August, 2022. CITY OF GP61WETOWN, TEXAS Josh Vchroe er. Ma City f eorge ❑wn, Texas ATTEST: Karen Frost, Assistant City Secretary APPROVED AS TO FORM: k c.Vx--- ye arson, ity Attorney Georgetown LTM2022: OrdlnmeeLTN IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, finally passed, approved and effective on this 23rd day of August, 2022. �7 CITY W GEOjtGETOWN, Schroeder, Mayor 'oraetown. Texas ATTEST: Karen Frost, Assistant City Secretary APPROVED AS TO FORM: fcye arson, 'ity Attorney Georgetown LTNM2022: Ordin-ceLTN IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, finally passed, approved and effective on this 23rd day of August, 2022. CITY OY4.'IVORGETOWN, City of jneorgerown, Texas ATTEST: & C -Ll� - Karen Frost, Assistant City Secretary APPROVED AS TO FORM: Sk e on, tity Attorney Georgetown LTM2022: OrdinmceLTN EXHIBIT A DEFINITIONS As used in this Ordinance, the following terms and expressions shall have the meanings set forth below, unless the text hereof specifically indicates otherwise: "Business Day" means any day which is not a Saturday, Sunday or a day on which the Paying Agent/Registrar is authorized by law or executive order to remain closed. "City" and "City" mean the City of Georgetown, Texas, and where appropriate, the City Council. "City Council" means the governing body of the City. "Closing Date" means the date of initial delivery of and payment for the Note. "Defeasance Securities" means (i) Federal Securities, (ii) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the City Council adopts or approves proceedings authorizing the issuance of refunding notes or otherwise provide for the funding of an escrow to effect the defeasance of the Note are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent, (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the City Council adopts or approves proceedings authorizing the issuance of refunding notes or otherwise provide for the funding of an escrow to effect the defeasance of the Note, are rated as to investment quality by a nationally recognized investment rating firm no less than "AAA" or its equivalent and (iv) any other then authorized securities or obligations under applicable State law that may be used to defease obligations such as the Note. "Depository" means one or more official depository banks of the City. "Federal Securities" as used herein means direct, noncallable obligations ofthe United States of America, including obligations that are unconditionally guaranteed by the United States of America (including Interest Strips of the Resolution Funding Corporation). "Fiscal Year" means the twelve-month accounting period used by the City in connection with the operation of the System, currently ending on September 30 of each year, which may be any twelve consecutive month period established by the City, but in no event may the Fiscal Year be changed more than one time in any three calendar year period. "Interest and Sinking Fund" means the special fund maintained by the provisions of Section 6 of this Ordinance. Georgetown LTN\2022: OrdinwceLTN A-1 "Interest Payment Date" means a date on which interest on the Note is due and payable. "Issuance Date" means the date of delivery of the Note. "Note" means the "City of Georgetown, Texas Limited Tax Note, Series 2022." "Ordinance" means this ordinance finally adopted by the City Council on August 23, 2022. "Outstanding", when used with respect to the Note, means, as of the date of determination, all Notes theretofore delivered under this Ordinance, except: (1) Notes theretofore cancelled and delivered to the City or delivered to the Paying Agent/Registrar for cancellation; (2) Notes deemed paid pursuant to the provisions of Section 8 of this Ordinance; (3) Notes upon transfer of or in exchange for and in lieu of which other Notes have been authenticated and delivered pursuant to this Ordinance (4) Notes under which the obligations of the City have been released, discharged or extinguished in accordance with the terms thereof. "Owner" or "Registered Owner" means any person or entity in whose name the Note is registered in the Security Register. "Record Date" means Record Date as defined in Section 5, the Form of Note. "Register" or "Registration Books" means the registry system maintained on behalf of the City by the Registrar in which are listed the names and addresses of the Registered Owner and the principal amount of the Note registered in the name of such Registered Owner. Georgetown LTN\2022: Ordinm-LTN A-2 EXHIBIT B PAYING AGENT\REGISTRAR AGREEMENT [See Separate Tab of Transcript] Georgetown LTN\2022: OrdinwceLTN B-1 IN WITNESS WHEREOF, the City has caused this Note to be signed with the manual or facsimile signature of the Mayor of the City and countersi ed with the manual or simile signature of the City Secretary of the City, and has caused r fficial seal of the to be duly impressed, or placed in facsimile, on this Note. AssistaRt, City Secretary M (C,ITY SEAL) IN WITNESS WHEREOF, the City has caused this Note or facsimile signature of the Mayor of the City and countersigns signature of the City Secretary of the City, and has caused the �c impressed, or placed Ill facsimile, on this Note. Assistant City Secretary Mayor (CITY SEAL) M signed with the manual the manual or facsimile al of the City to be duly IN WITNESS WHEREOF, the City has caused this Note to be signed with the manual or facsimile signature of the Mayor of the City and counters ignedXftq the manual or facsimile signature of the City Secretary of the City, and has caused the o cial eal of the City to be du impressed, or placed in facsimile, on this Note. Assistant City Secretary Maya (CITY SEAL) is _ IN WITNESS WHEREOF, the City has caused this Note to be or facsimile signature of the Mayor of the City and countersign/�wvisignature of the City Secretary of the City, and has caused the ofimpressed, or placed in facsimile, on this Note. Assistant City Secretary Mayor (CITY SEAL) +� Yl 'k Ped with the manual manual or facsimile of the City to be duly IN WITNESS WHEREOF, the City has caused this Note to or facsimile signature of the Mayor of the City and countersigned signature of the City Secretary of the City, and has caused the ❑ cia impressed, or placed in facsimile, on this Note. Assistant City Secretary (CITY SEAL) L gned with the manual manual or facsimile of the City to be duly IN WITNESS WHEREOF, the City has caused this Note to be signed with the manual or facsimile signature of the Mayor of the City and countersigned >eithe manual or facsimile signature of the City Secretary of the City, and has caused the o cia seal of the City to b"uly impressed, or paced in facsimile, on this Note. Assistant City Secretary Mayor (CITY SEAL.) PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT entered into as of September 14, 2022 (this "Agreement"), by and between the City of Georgetown, Texas (the "Issuer") and Webster Bank, National Association (the "Bank"). RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its $4,050,000 City of Georgetown, Texas Limited Tax Note, Series 2022 (the "Obligations"), such Obligations to be issued in fully registered form only as to the payment of principal and interest thereon; and WHEREAS, the Obligations are scheduled to be delivered to the initial purchaser thereof on or about September 14, 2022; and WHEREAS, the Bank is the initial purchaser of the Obligations and as part of its agreement to purchase the Obligations the Bank requested, and the Issuer agreed, that the Bank is to serve as Paying Agent/Registrar in connection with the payment of the principal of, premium, if any, and interest on the Obligations and with respect to the registration, transfer and exchange thereof by the registered owners thereof, and WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the Obligations; NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1.01. APPOIntment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Obligations. As Paying Agent for the Obligations, the Bank shall be responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the Obligations as the same become due and payable to the registered owners thereof, all in accordance with this Agreement and the "Ordinance" (hereinafter defined). The Issuer hereby appoints the Bank as Registrar with respect to the Obligations. As Registrar for the Obligations, the Bank shall keep and maintain for and on behalf ofthe Issuer books and records as to the ownership of the Obligations and with respect to the transfer and exchange thereof as provided herein and in the "Ordinance." The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Obligations. Gtown LTN Q2: PARA Section 1.02. Compensation. The Bank agrees that so long as the Obligations are held by the Bank, it will serve as Paying Agent and Registrar for the Obligations for an annual fee of $ , and, the Issuer shall reimburse the Bank upon its request for all reasonable expenses, disbursements and advances incurred or made by the Bank in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). ARTICLE TWO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Acceleration Date" on any Obligation means the date on and after which the principal or any or all installments of interest, or both, are due and payable on any Obligation which has become accelerated pursuant to the terms of the Obligation. "Bank Office" means the designated office for payment of the Bank as indicated in Section 6.03 hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Fiscal Year" means the fiscal year of the Issuer, ending September 30. "Holder" means the Person in whose name an Obligation is registered in the Obligation Register. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Ordinance" means the orders, ordinances or resolutions of the governing body of the Issuer pursuant to which the Obligations are issued, certified by the City Secretary of the Issuer or any other officer of the Issuer and delivered to the Bank. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government. "Predecessor Obligations" of any particular Obligation means every previous Obligation evidencing all or a portion of the same obligation as that evidenced by such particular Obligation (and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen Obligation for which a replacement Obligation has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the Ordinance). "Responsible Officer" when used with respect to the Bank means the Chairman or Vice - Chairman of the Board of Directors, the Chairman or Vice-chairman of the Executive Committee of Gown LTN\22: PARA 7 the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to any particular matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. "Register" means a register maintained by the Bank on behalf of the Issuer providing for the registration and transfer of the Obligations. "Stated Maturity" means the date specified in the Ordinance on which the principal of an Obligation is scheduled to be due and payable. Section 2.02. Other definitions. The terms "Bank," Issuer," and "Obligations (Obligation)" have the meanings assigned to them in the recital paragraphs of this Agreement. The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and functions of this Agreement. Any other terms not defined herein, shall have the meaning given to them in the Ordinance, unless the context otherwise requires. ARTICLE THREE PAYING AGENT Section 3.01. Duties of Paving Agent. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of each Obligation at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon surrender of the Obligation to the Bank at the Bank Office. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each Obligation when due, by computing the amount of interest to be paid each Holder and preparing and sending checks by United States Mail, first-class postage prepaid, on each payment date, to the Holders of the Obligations (or their Predecessor Obligations) on the respective Record Date, to the address appearing on the Obligation Register or by such other method, acceptable to the Bank, requested in writing by the Holder at the Holder's risk and expense. Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and interest on the Obligations on the dates specified in the Ordinance. Gtown LTN\22: PARA Section 3.03. Regorting Re uirements. To the extent required by the Internal Revenue Code of 19$6, as amended, or the Treasury Regulations, the Bank shall report to or cause to be reported to the Holders and the Internal Revenue Service the amount of interest paid or the amount treated as interest accrued on the Obligations which is required to be reported by the Holders on their returns of federal income tax. ARTICLE FOUR REGISTRAR Section 4.01. Register - Transfers and Exchanges. The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the " Register"), and, if the Bank Office is located outside the State of Texas, a copy of such books and records shall be kept in the State of Texas, for recording the names and addresses of the Holders of the Obligations, the transfer, exchange and replacement of the Obligations and the payment of the principal of and interest on the Obligations to the Holders and containing such other information as may be reasonably required by the Issuerand subject to such reasonable regulations as the Issuer and the Bank may prescribe. The Bank also agrees to keep a copy of the Obligation Register within the State of Texas. All transfers, exchanges and replacement of Obligations shall be noted in the Register. Every Obligation surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the Financial Industry Regulatory Authority, in form satisfactory to the Bank, duly executed by the Holder thereof or his agent duly authorized in writing. The Bank may request any supporting documentation it feels necessary to effect a re - registration, transfer or exchange of the Obligations. To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of Obligations, the exchange or transfer by the Holders thereof will be completed and new Obligations delivered to the Holder or the assignee of the Holder in not more than three (3) business days after the receipt of the Obligations to be cancelled in an exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar. Section 4.02. Foi-in of Register.. The Bank, as Registrar, will maintain the Register relating to the registration, payment, transfer and exchange of the Obligations in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Register in any form other than those which the Bank has currently available and currently utilizes at the time. Gtown LTN\22: PARA The Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4.03. List of Holders. The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the required fee, a copy of the information contained in the Register. The Issuer may also inspect the information contained in the Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. The Bank will not release or disclose the contents of the Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order or other notice of a legal proceeding and prior to the release or disclosure of any of the contents of the Register, the Bank will notify the Issuer so that the Issuer may contest the same or such release or disclosure of the contents of the Register. Section 4.04. Return of Cancelled Certificates. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Obligations in lieu of which or in exchange for which other Obligations have been issued, or which have been paid. Section 4.05. Mutilated Destra ed Lost or Stolen Obligations. The Issuer hereby instructs the Bank, subject to the applicable provisions ofthe Ordinance, to deliver and issue Obligations certificates in exchange for or in lieu of mutilated, destroyed, lost, or stolen Obligations certificates. In case any Obligation shall be mutilated, or destroyed, lost or stolen, the Bank, in its discretion, may execute and deliver a replacement Obligation of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Obligation, or in lieu of and in substitution for such destroyed lost or stolen Obligation, only after (i) the filing by the Holder thereof with the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Obligation, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Obligation shall be borne by the Holder of the Obligation mutilated, or destroyed, lost or stolen. Section 4.06. Transaction Information to Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Obligations certificates it has paid pursuant to Section 3.01, Obligations certificates it has delivered upon the transfer or exchange of any Obligations certificates Gtown LTN\22: PARA 5 pursuant to Section 4.01, and Obligations certificates it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Obligations certificates pursuant to Section 4.06. ARTICLE FIVE THE BANK Section 5.01. Duties of Ba3nlc. The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care in the performance thereof. The Bank is also authorized to transfer funds relating to the closing and initial delivery of the Obligations in the manner disclosed in the closing memorandum or letter as prepared by the Issuer, Issuer's financial advisor or other agent. The Bank may act on a facsimile or e-mail transmission of the closing memorandum or letter acknowledged by the Issuer, the Issuer's financial advisor or other agent as the final closing memorandum or letter. The Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from the Bank's reliance upon and compliance with such instructions. Section 5.02. Reliance on Documents Etc. (a) The Bank may conclusively rely, as to the truth ofthe statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank by the Issuer. (b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proven that the Bank was grossly negligent in ascertaining the pertinent facts. (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (d) The Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any Obligations, but is protected in acting upon receipt of Obligations certificates containing an endorsement or instruction of transferor power of transfer which appears on its face to be signed by the Holder or an agent of the Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document supplied by the Issuer. Gtown UFN\22: PARA (e) The Bank may consult with legal counsel, and the written advice of such counsel or any opinion of counsel shall be Full and complete authorization and protection with respect to any action taken, suffered, oromitted by it hereunder in good faith and in reliance thereon, provided that any such written advice or opinion is supplied to the Issuer by the Bank. (f) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of the Bank. Section 5.03. Recitals of Issuer. The recitals contained herein with respect to the Issuer and in the Obligations shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness. The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Obligation, or any other Person for any amount due on any Obligation from its own funds. Section 5.04. May Hold Obligations. The Bank, in its individual or any other capacity, may become the owner or pledgee of Obligations and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying Agent/Registrar, or any other agent. Section 5.05. Moneys Held by Sank. A paying agent account shal I at all times be kept and maintained by the Bank for the receipt, safekeeping, and disbursement of money received From the Issuer under this Agreement for the payment of the Securities, and money deposited to the credit of such account until paid to the Holders of the Securities shall be continuously collateralized by securities or obligations which qualify and are eligible underthe laws ofthe State of Texas to secure and be pledged as collateral for paying agent accounts to the extent such money is not insured by the Federal Deposit Insurance Corporation. The Bank will be under no liability for interest on any money received by it hereunder. Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on the Bank's part, arising out of or in connection with the Bank's acceptance oradministration of its duties hereunder, including the cost and expense incurred by the Bank in defending against any claim or from liability imposed on the Bank in connection with the Bank's exercise or performance of any of its powers or duties under this Agreement. Gtown LTN\22: PARA Section 5.07. Inter leader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State District Court located in the State of Texas and County where either the Bank Office or the administrative offices of the Issuer are located, and agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court ofcompetent jurisdiction in the State of Texas to determine the rights of any Person claiming any interest herein. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of this Agreement. Section 6.04. Effect of Headin s. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.05. Successors and Assigns. All covenants and agreements herein by the Issuer and the Bank shall bind their respective successors and assigns, whether so expressed or not. Section 6.06. Severahility. In case any provision herein shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Gown LTN\22: PARA Section 6.07. Bencfits of A:!rcenjerrt. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder. Section 6.08. Entire Agreement. This Agreement and the Ordinance constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this Agreement and the Ordinance, the Ordinance shall govern. Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6.10. Termination. This Agreement will terminate(i) on the date of final payment of the principal ofand interest on the Obligations to the Holders thereof or (ii) may be earlier terminated by either party upon thirty (30) days written notice; provided, however, an early termination of this Agreement by either party shall not be effective until (a) a successor Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice has been given to the Holders of the Obligations ofthe appointment of a successor Paying Agent(Registrar. Furthermore, the Bank and Issuer mutually agree that the effective date of an early termination of this Agreement shall not occur at any time which would disrupt, delay or otherwise adversely affect the payment of the Obligations. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Obligation Register (or a copy thereof), together with other pertinent books and records relating to the Obligations, to the successor Paying Agent/Registrar designated and appointed by the Issuer. The provisions of Section 1.02, 5.02. 5.03 and 5.06 of this Agreement shall survive and remain in full force and effect following the termination of this Agreement. Section 6.11. Goyerrririg 1,aFv. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. Section 6.12. Certifications regarding Texas Government Code. (a) This Agreement has a value of less than $100,000 for purposes of Sections 2271.002 and 2274.002, Texas Government Code. Gtown LTN\22: PARA (b) The Bank represents that, neither the Bank, nor any parent company, wholly- or majority -owned subsidiaries or affiliates of the same, if any, are companies identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer's internet website: htt s://com troller.texas. ovl ureliasin docs/sudan-list. df, htt s://com troller.texas. ovI urchasin doesliran-list. df, or https:llcomptroller,texas govpurc:hasing/does/fto-16 pdf. The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable Federal law and excludes the Bank and each parent company, wholly- or majority -owned subsidiaries, and other affiliates of the same, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. The Bank understands "affiliate" to mean any entity that controls, is controlled by, or is under common control with the Bank and exists to make a profit. Section 6.13. Interested Parties Form Exemption. The Bank represents and warrants that it is exempt from the requirements of Section 2252.908 of the Texas Government Code, as amended, pursuant to subsection (c)(4) thereof, and, accordingly, the Bank is not required to file a Certificate of 1 nterested Parties Form 1295 otherwise prescribed thereunder. Gtown LTN\22: PARA 10 CITY OF GE.949GETOWN, TEXAS r- CCITY SEAL] ATTEST: Assistant City Secretary Signature Page Gtown L"1"N\22: PAR Agreement Mayor other King, Jr Street, town, Texas 78626 �4 lr r- [CITY SEAL] ATTEST: Assistant City Secretary CITY OF GEORGETO WN, TEXAS I0 Title: yor 808 Mar in L r King, Jr Street, Georgetown, Texas 78626 Signature Page Gown L'IN\22: PAR Agreement CITY OF G EORGE ,TEXAS Title: ay 808 Ma t �rKing, Jr Street, Georgetown, Texas 78626 [CITY SEAL] ATTEST: Assistant City Secretary Signature Page Gtown LTN\22: PAR Agreement CITY OF GEORGETOW]N, TEXAS By: r ' [CITY SEAL] ATTEST: Assistant City Secretary Title: May 808 Martin uth ing, Jr Street, Georg eto n ' xas 78626 Signature Page Gtown L'1'N�22: PAR Agreement CITY OF GEORC ETO}1N, T Title: M44<_ 808 Martin Luther King, Jr Street, Georgetown, Texas 78626 [CITY SEAL] ATTEST: Assistant City Secretary Signature Page Gtown LTM22: PAR Agreement CITY OF GEORG , TEXAS Title: yor 808 M n LL er King, Jr Street, George . Texas 78626 [CITY'SEAL] ATTEST: Assistant City Secretary Signature Page Gtown L"CM22: PAR Agreement August 23, 2022 City of Georgetown, Texas 808 Martin Luther King, Jr Street, Georgetown, Texas 78626 McCall, Parkhurst & Horton L.L.P. 600 Congress Avenue, Suite 2150 Austin, Texas 78701 Specialized Public Finance Inc. 248 Addie Roy #B 103 Austin, Texas 78746 Re: City of Georgetown, Texas Limited Tax Note, Series 2022 (the "Note") I, the undersigned, am an authorized officer of Webster Bank, National Association (the "Purchaser"), a financial institution, to -wit: a bank within the definition of section 3(a)(2) of the Securities Act of 1933, engaged in the business of lending to state and local governments through the purchase of securities such as the Note described herein. The City of Georgetown, Texas (the "Issuer") is issuing the Note under the authority of Chapter 1431 of the Texas Government Code, as amended for the purpose of financing in whole or in part contractual obligations incurred or to be incurred for (i) constructing, improving, extending, expanding, upgrading and developing City streets, bridges, sidewalks, intersections and related traffic improvements including purchasing any necessary right-of-way and equipment, (ii) constructing, improving, renovating and expanding the City's downtown parking garage, (iii) renovating, improving and equipping existing City buildings and facilities, including the Georgetown Municipal Complex, Recreation Center and Historic Light and Waterworks, (iv) constructing, renovating, improving and equipping fire stations or other public safety facilities, including a City Fire Logistics building and a Public Safety Operation and Training Center, and (v) paying related professional services including construction managers, engineers, architects, attorneys, auditors, financial advisors, fiscal agents and costs related to the issuance of the Note. The Purchaser hereby acknowledges receipt of the Issuer's ordinance adopted on August 23, 2022 (the "Ordinance") authorizing the Note. The Purchaser understands that the Note is payable from, and secured by a lien on and pledge of, the receipts of an ad valorem tax levied in sufficient amounts (within the limits prescribed by law) to provide for the payment of the interest on and principal of the Note, as such interest and principal come due. In accordance with State law, the Issuer is limited to a tax rate of $2.50 per $100 of taxable assessed valuation for certain purposes, including the payment of debt service on certain of its debt, including the Note. Gtom LTN 2022: Investment Ltr The Purchaser further understands that the Note will be sold for cash, will be approved by the Attorney General of the State of Texas, and will be delivered in one installment in the form of one fully -registered Note representing the full maturity amount of the Note, $4,050,000, which Note is payable in annual installments, as set forth below, subject to redemption at the option of the Issuer as set forth in the Ordinance. The Note will be initially registered in the name of the Purchaser. In connection with the Note, the Purchaser agrees as follows: A. The Purchaser will purchase the Note, which shall be delivered to the Purchaser on or about September 14, 2022. Interest will accrue on the outstanding principal amount each principal installment of the Note at the interest rate per annum of 3.01 %. The first interest payment date for the Note shall be February 15, 2023, with interest payable on each August 15 and February 15 thereafter until maturity or prior redemption. The Note shall have a maturity date of August 15, 2029, and the principal of the Note will be payable in annual installments, or upon redemption at the option of the Issuer, under the terms and conditions described below. The purchase price for the Note shall be the principal amount thereof. Interest on the Note will accrue from the date of initial delivery. Annual principal installment payments shall be made to the registered owner of the Note on August 15 of each the years, and in the amounts, shown below: Principal Year Installment 2023 $ 535,000 2024 545,000 2025 560,000 2026 575,000 2027 595,000 2028 610,000 2029 630,000 B. It is understood and agreed that the unpaid scheduled principal installments of the Note beginning on August 15, 2027 and thereafter may be redeemed in whole or in part prior to their scheduled due dates by the Issuer, on August 15, 2026 or on any date thereafter; provided that any partial redemption shall (i) occur no more than twice during any consecutive 12-month period, (ii) be in a principal amount of not less than $100,000, and (iii) be applied to the then remaining principal repayment schedule in inverse order of installments coming due. C. The Note will be fully registered as to principal and interest, and Webster Bank, National Association in New York, New York (the "Bank") shal I serve as the initial paying agent and registrar for the Note. The Note is transferable in whole, but not in part. D. In regard to its purchase of the Note, the Purchaser acknowledges that no prospectus or other offering document has been prepared; however, the Issuer has furnished the Purchaser with all information necessary and requested by the Purchaser to permit the Purchaser to make an informed decision concerning its purchase of the Note, and the Purchaser has made such Gtow LTN 2022: investment Ur inspections and investigations as it has deemed necessary to determine the investment quality of the Note and to assess all risk factors associated with the purchase and ownership of the Note. The Purchaser hereby acknowledges and represents that it has a business relationship with the Issuer and that it is familiar with the financial condition of the Issuer and the ability of the Issuer to timely pay the principal of and interest on the Note. The Purchaser has been furnished with such financial information relating to the Issuer as it has requested for the purposes of making its assessment of making a loan to the Issuer by purchasing the Note. The Purchaser has had a reasonable opportunity to request and review such other information as it needs from the Issuer in order to enable it to make its investment decision. The Purchaser is not relying on McCall, Parkhurst & Horton L.L.P., the Issuer's Bond Counsel, or Specialized Public Finance Inc., the Issuer's Financial Advisor, as to the completeness or accuracy of any financial information provided to the Purchaser by the Issuer in connection with its determination to make a loan to the Issuer by purchasing the Note. E. The Note purchased by the Purchaser is being purchased for the account of the Purchaser as evidence of a loan (and not on behalf of another), and the Purchaser has no present intention of reselling such Note or dividing its interest therein, either currently or after the passage of a fixed or determinable period of time or upon the occurrence or nonoccurrence of any predetermined event or circumstance; provided, however that the Purchaser reserves the right to sell, pledge, transfer, convey, hypothecate, or dispose of the Note at some future date. F. Delivery of the Note to the Purchaser (the "Closing") shall be made at the Purchaser on or about September 14, 2022; provided that it is understood that the delivery date may be extended by mutual consent of the Purchaser and the Issuer. G. The Purchaser acknowledges that the Note will not be rated. In addition, the Purchaser acknowledges that the Note will not be listed on any securities exchange. Further, no trading market now exists in the Note, and none may exist in the future. Accordingly, the Purchaser understands that it may need to bear the risks of this investment for an indefinite time, since any sale prior to the maturity for the Note may not be possible or may be at a price below that which the Purchaser is paying for the Note. H. It is understood and agreed that the Purchaser is buying the Note in a private placement by the Issuer to the Purchaser. The Note is exempt from any federal securities registration requirements by virtue of Section 3(a)(2) of the Securities Act of 1933. The private placement of the Note is exempt from the provisions of Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"); consequently the Issuer has not undertaken to make any on -going disclosures for the benefit of the registered owner of the Note in accordance with the Rule. However, the Issuer hereby agrees to provide the Purchaser with a copy of the Issuer's Comprehensive Annual Financial Report within 180 days of the close of each fiscal year or if such report is not then available, by such later date as the report becomes available; provided that the electronic posting of such report with the Municipal Securities Rulemaking Board, the Municipal Advisory Council of Texas, or on the Issuer's website shall satisfy such requirement. Gt— LTN 2022: Investment Ltr I. This agreement shall be terminated by delivery of $4,050,000.00 in principal amount of the Note to the Bank at the date of Closing, provided that the representations of the Purchaser in D, E, G, and H above and the covenant of the Issuer in H above, shall survive the termination hereof. J. The Purchaser hereby represents that neither it, nor any parent company, wholly- or majority- owned subsidiary, and other affiliates of the same, if any, boycotts Israel or, to the extent this agreement is a contract for goods or services, will boycott Israel through the date of delivery of the Note. The foregoing verification is made solely to comply with Section 2271.002, Texas Government Code, and to the extent such Section does not contravene applicable Federal law. As used in the foregoing verification, "boycotts Israel" and "boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes. The Purchaser understands "affiliate" to mean an entity that controls, is controlled by, or is under common control with the Purchaser and exists to make a profit. K. The Purchaser hereby represents that, neither it, nor any parent company, wholly- or majority- owned subsidiary, and other affiliates of the same, if any, are companies identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer's internet website: https://comptroller.texas.gov/purchasing/docs/sudanlist.pdf, https://comptroller.texas.gov/purchasing/docs/iran-list.pdf, or https://comptroller.texas.gov/purchasing/docs/ftolist.pdf. The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable Federal law and excludes the Purchaser and each parent company, wholly- or majority -owned subsidiaries, and other affiliates of the same, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. The Purchaser understands "affiliate" to mean any entity that controls, is controlled by, or is under common control with the Purchaser and exists to make a profit. L. The Purchaser represents and warrants that it is exempt from the requirements of Section 2252.908 of the Texas Government Code, as amended, pursuant to subsection (c)(4) thereof, and, accordingly, the Purchaser is not required to file a Certificate of Interested Parties Form 1295 otherwise prescribed thereunder. M. Pursuant to Section 2274.002 (as added by Senate Bill 19 in the 87th Texas Legislature, Regular Session), Texas Government Code, as amended, the Purchaser hereby verifies that it and its parent company, wholly- or majority- owned subsidiaries, and other affiliates, if any, (1) do not have a practice, policy, guidance or directive that discriminates against a firearm entity or firearm trade association; and GImvn LTN 2022: Investment Ltr (2) will not discriminate during the term of this Agreement against a firearm entity or firearm trade association. The foregoing verification is made solely to comply with Section 2274.002, Texas Government Code, as amended, to the extent Section 2274.002, Texas Government Code does not contravene applicable Texas or federal law. As used in the foregoing verification, "discriminate against a firearm entity or firearm trade association" (A) means, with respect to the entity or association, to (i) refuse to engage in the trade of any goods or services with the entity or association based solely on its status as a firearm entity or firearm trade association; (ii) refrain from continuing an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; or (iii) terminate an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; and (B) does not include: (i) the established policies of a merchant, retail seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories; and (ii) a company's refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship: (aa) to comply with federal, state, or local law, policy, or regulations or a directive by a regulatory agency; or (bb) for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity's or association's status as a firearm entity or firearm trade association. The Purchaser understands "affiliate" to mean any entity that controls, is controlled by, or is under common control with the Purchaser within the meaning of SEC Rule 405, 17. C.F.R. § 230.405, and exists to make a profit. N. Pursuant to Section 2274.002 (as added by Senate Bill 13 in the 87th Texas Legislature, Regular Session), Texas Government Code, as amended, the Purchaser hereby verifies that it and its parent company, wholly- or majority- owned subsidiaries, and other affiliates, if any, do not boycott energy companies and, will not boycott energy companies through the delivery date of the Bonds. The foregoing verification is made solely to comply with Section 2274.002, Texas Government Code, as amended, to the extent Section 2274.002, Texas Government Code does not contravene applicable Texas or federal law. As used in the foregoing verification, "boycott energy companies" shall mean, without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company (A) engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel -based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law; or (B) does business with a company described by (A) above. The Purchaser understands "affiliate" to mean any entity that controls, is controlled by, or is under common control with the Purchaser within the meaning of SEC Rule 405, 17. C.F.R. § 230.405, and exists to make a profit. O. As a condition to the purchase of the Note, the Purchaser shall receive at the Closing an opinion of Bond Counsel in substantially the form attached hereto as Exhibit A. In addition, the Purchaser shall receive, at the Closing, an opinion of the Attorney General of the State of Gto" LTN 2022: Investment Ltr Texas to the effect that the Note has been lawfully issued by the Issuer and is a valid and binding obligation of the Issuer under applicable laws of the State of Texas. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] Gtom LTN 2022: Investment Ur Respectfully submitted, WEBSTER BANK, NATIONAL ASSOCIATION Title: Glows LTN 2022: Investment Ur ACCEPTANCE ACCEPTED, pursuant to the Ordinance adopted by the City Council f the City of Georgetown, Texas, this the 23rd day of August 2022. City df Georgetown, Texas Gtow LTN 2022: lnve tment Ltr ACCEPTANCE ACCEPTED, pursuant to the Ordinance adopted by thv ity Council of the City of Georgetown, Texas, this the 23rd day of August 2022. f City df Georgetown, Texas Grown LTN 2022: Investment Ur ACCEPTANCE ACCEPTED, pursuant to the Ordinance adopted by the City Council of the City of Georgetown, Texas, this the 23rd day of August 2022. / Gloom LTN 2022: Investment Ltr ACCEPTANCE ACCEPTED, pursuant to the Ordinance adopted by the City Council of the City of Georgetown, Texas, this the 23rd day of August 2022. Z � Citykx'"CAw<etown, Texas Gtow LTN 2022: In—tment Ltr ACCEPTANCE ACCEPTED, pursuant to the Ordinance adopted by the C.ty Council of the City of Georgetown, Texas, this the 23rd day of August 2022. � CityV georgeWwn. Texas Gtow LTN 2022: Investment Ltr ACCEPTANCE ACCEPTED, pursuant to the Ordinance adopted by the City Council of the City of Georgetown, Texas, this the 23rd day of August 2022. z"? Mayor City of eor eto n, Texas Gtom LTN 2022: Investment Ur EXHIBIT A [An opinion in substantially the following form will be delivered by McCall, Parkhurst & Horton L.L.P., Bond Counsel, upon the delivery of the Note, assuming no material changes in facts or law.] CITY OF GEORGETOWN, TEXAS LIMITED TAX NOTE, SERIES 2022 IN THE AGGREGATE PRINCIPAL AMOUNT OF $4,050,000 AS BOND COUNSEL FOR THE CITY OF GEORGETOWN, TEXAS (the "City") in connection with the issuance of the note described above (the "Note"), we have examined the legality and validity of the Note, which bears interest from the date specified in the text of the Note, until maturity or redemption, at the rate and payable on the dates specified in the text of the Note and in the ordinance of the City adopted on August 23, 2022 which authorizes the issuance of the Note (the "Ordinance"). WE HAVE EXAMINED the applicable and pertinent provisions of the Constitution and laws of the State of Texas, certified copies of the pertinent proceedings of the City, and other pertinent documents authorizing and relating to the issuance of the Note, including the executed Note (Note Number R-1). BASED ON SAID EXAMINATION, IT IS OUR OPINION that the Note has been duly authorized, issued and delivered in accordance with law; that the Note constitutes a valid and legally binding obligation of the City 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 governmental immunity or general principles of equity which permit the exercise of j udicial discretion; and that ad valorem taxes sufficient to provide for the payment of the interest on and principal of the Note have been levied and pledged for such purpose, within the limits prescribed by law, on taxable property within the City. IT IS FURTHER OUR OPINION, except as discussed below, that the interest on the Note is excludable from the gross income of the owner thereof for federal income tax purposes under the statutes, regulations, published rulings, and court decisions existing on the date of this opinion. We are further of the opinion that the Note is not a "specified private activity bond" and that, accordingly, interest on the Note will not be included as an individual alternative minimum tax preference item under section 57(a)(5) of the Internal Revenue Code of 1986 (the "Code"). In expressing the aforementioned opinions, we have relied on certain representations, the accuracy of which we have not independently verified, and assume compliance with certain covenants regarding the use and investment of the proceeds of the Note and the use of the property financed therewith. We call your attention to the fact that if such representations are determined to be inaccurate or if the City fails to comply with such covenants, interest on the Note may become includable in gross income retroactively to the date of issuance of the Note. EXCEPT AS STATED ABOVE, we express no opinion as to any other federal, state, or local tax consequences of acquiring, carrying, owning, or disposing of the Note, including the amount, accrual or receipt of interest on, the Note. Owners of the Note should consult their tax advisors regarding the applicability of any collateral tax consequences of owning the Note. A-1 Gtow LTN 2022: Investment Llr OUR OPINIONS ARE BASED ON EXISTING LAW, which is subject to change. Such opinions are further based on our knowledge of facts as of the date hereof. We assume no duty to update or supplement our opinions to reflect any facts or circumstances that may thereafter come to our attention or to reflect any changes in any law that may thereafter occur or become effective. Moreover, our opinions are not a guarantee of a result and are not binding on the Internal Revenue Service (the "Service"); rather, such opinions represent our legal judgment based upon our review of existing law and in reliance upon the representations and covenants referenced above that we deem relevant to such opinions. The Service has an ongoing audit program to determine compliance with rules that relate to whether interest on state or local obligations is includable in gross income for federal income tax purposes. No assurance can be given whether or not the Service will commence an audit of the Note. If an audit is commenced, in accordance with its current published procedures the Service is likely to treat the City as the taxpayer. We observe that the City has covenanted not to take any action, or omit to take any action within its control, that if taken or omitted, respectively, may result in the treatment of interest on the Note as includable in gross income for federal income tax purposes. WE CALL YOUR ATTENTION TO THE FACT that the interest on tax-exempt obligations, such as the Note, may be includable in a corporation's adjusted financial statement income for purposes of determining the alternative minimum tax imposed on certain corporations by section 55 of the Code. WE EXPRESS NO OPINION as to any insurance policies issued with respect to the payments due for the principal of and interest on the Note, nor as to any such insurance policies issued in the future. OUR SOLE ENGAGEMENT in connection with the issuance of the Note is as Bond Counsel for the City, and, in that capacity, we have been engaged by the City for the sole purpose of rendering our opinions with respect to the legality and validity of the Note under the Constitution and laws of the State of Texas, and with respect to the exclusion from gross income of the interest on the Note for federal income tax purposes, and for no other reason or purpose. We have not been requested to investigate or verify, and have not independently investigated or verified any records, data, or other material relating to the financial condition or capabilities of the City, or the disclosure thereof in connection with the sale of the Note, and have not assumed any responsibility with respect thereto. We express no opinion and make no comment with respect to the marketability of the Note and have relied solely on certificates executed by officials of the City as to the current outstanding indebtedness of the City and the assessed valuation of taxable property within the City. THE FOREGOING OPINIONS represent our legal judgment based upon a review of existing legal authorities that we deem relevant to render such opinions and are not a guarantee of a result. Respectfully, A-2 Gtow LTN 2022: Investment Ur GENERAL AND NO -LITIGATION CERTIFICATE THE STATE OF TEXAS § COUNTY OF WILLIAMSON § CITY OF GEORGETOWN § We, the undersigned officers of the City, hereby certify as follows: GENERAL 1. This certificate is executed for and on behalf of the City, for the benefit of the Attorney General of the State of Texas and for the benefit of the Purchaser in connection with the issuance of the Note. The words and terms used herein shall have the meanings whenever they are used given in Exhibit "A" attached hereto. 2. Any certificate signed by an official of the City delivered to the Purchaser or the Attorney General of the State of Texas shall be deemed a representation and warranty by the City as to the statement made therein. The Public Finance Division of the Office of the Attorney General of the State of Texas is hereby authorized to date this certificate as of the date of approval of the Note and is entitled to rely upon the accuracy of the information contained herein unless notified by telephone or fax to the contrary. The Comptroller of Public Accounts is further authorized to register the Note upon receipt of the Attorney General approval. After registration, the Note, opinions and registration papers shall be delivered to Richard S. Donoghue at McCall, Parkhurst & Horton L.L.P. MATTERS RELATING TO THE CITY 3. The City is a duly incorporated home rule city, operating and existing under the Texas Constitution and laws of the State of Texas, including its home rule charter which has not been amended since the issuance of the most recent securities of the City approved by the Attorney General of Texas. 4. No litigation of any nature has been filed or is now pending to restrain or enjoin the issuance or delivery of the Note, or which would affect the provision made for their payment or security, or in any manner questioning the proceedings or authority concerning the issuance of the Note, and that so far as we know and believe no such litigation is threatened. 5. Neither the corporate existence nor boundaries of the City are being contested, no litigation has been filed or is now pending which would affect the authority of the officers of the City to issue, execute, sign and deliver the Note, and no authority or proceedings for the issuance of the Note have been repealed, revoked or rescinded. 6. We officially executed and signed the Note with our manual signatures or by causing facsimiles of our manual signatures to be imprinted or copied on the Note, and, if Grown LTN\2022: GenNoUtCert appropriate, we hereby adopt such facsimile signatures as our own, respectively, and declare that such facsimile signatures constitute our signatures the same as if we had manually signed the Note. 7. The Note is substantially in the form, and has been duly executed and signed in the manner, prescribed in the Ordinance. 8. At the time we so executed and signed the Note we were, and at the time of executing this certificate we are, the duly chosen, qualified and acting officers indicated therein, and authorized to execute the same. 9. We have caused the official seal of the City to be impressed, or printed, or copied on the Note and such seal on the Note has been duly adopted as, and is hereby declared to be, the official seal of the City. 10. The currently outstanding tax debt of the City including the proposed Note, is set forth in Exhibit "B" hereto. 11. The true and correct schedule showing the annual requirements of all the outstanding tax indebtedness of the City, including the proposed Note and the other tax debt obligations to be delivered on the same day as the Note, but excluding any obligations being refunded on such date, is set forth in Exhibit "C" hereto. 12. The currently effective ad valorem tax rolls of the City are those for the year 2021, being the most recently approved tax rolls of the City; the taxable property in the City has been assessed as required by law; the Tax Assessor of the City has duly verified the tax rolls; and the assessed value of taxable property in the City upon which the annual ad valorem tax of the City has been levied (after deducting the amount of all exemptions, if any, taken or required to be given under the Constitution and laws of the State of Texas), according to the tax rolls for the year, as delivered to the City Secretary, and finally approved and recorded by the City Council of the City, is $11,086,430,559. 13. The City has received all required disclosure filings, if any, under Section 2252.908 of the Texas Government Code in connection with the authorization and issuance of the Note and has acknowledged receipt of such filings with the Texas Ethics Commission ("TEC") in accordance with TEC's rules. 14. The City verifies that, pursuant to Section 2271.002 of the Texas Government Code, that all contracts with a company (as such term is defined in Section 808.001 of the Texas Government Code) within the transcript of proceedings for the Note to which such section applies include a written verification that such company (1) does not "Boycott Israel" (as such term is defined in Section 808.001 of the Texas Government Code) and (2) will not Boycott Israel during the term of the such respective contract. 15. With respect to the contracts contained within the transcript of proceedings that are subject to Section 2252.152, Texas Government Code, the City has verified, as of the date of Gtown LTN\2022: GenNoUtCert execution, none of the counter parties to those contracts are listed as scrutinized companies with business operations in Sudan or Iran or that engage in scrutinized business operations with foreign terrorist organizations, or are companies known to have contracts with or provide supplies or services to a "foreign terrorist organization" or "designated foreign terrorist organization" on the lists prepared and maintained pursuant to Texas Government Code Sections 2270.0201 or 2252.153. 16. The City verifies that, pursuant to Section 2274.002 of the Texas Government Code (as added by Senate Bill 19, 87th Texas Legislature, Regular Session), that all contracts with a company (as such term is defined in Section 2274.001 of the Texas Government Code) within the transcript of proceedings for the Note to which such section applies include a written verification that such company does not have a practice, policy, guidance or directive that "discriminate against a firearm entity or firearm trade association" (as such term is defined in Section 2274.001 of the Texas Government Code) and will not discriminate against a firearm entity or firearm trade association during the term of such respective contract. 17. The City verifies that, pursuant to Section 2274.002 of the Texas Government Code (as added by Senate Bill 13, 87th Texas Legislature, Regular Session), that all contracts with a company (as such term is defined in Section 808.001 of the Texas Government Code) within the transcript of proceedings for the Note to which such section applies include a written verification that such company (1) does not 'Boycott energy company[ies]" (as such term is defined in Section 809.001 of the Texas Government Code) and (2) will not Boycott energy companies during the term of the such respective contract. [The Remainder of This Page is Intentionally Left Blank] Gtown LTN\2022: GenNoLitCert SIGNED this Assistant City Secretary NOTARY ACKNOWLEDGMENT Before me, on this day personally appeared the foregoing individuals, known to me to be the officers whose true and genuine signatures were subscribed to the foregoing instrument in my presence. n Given under my hand and seal of office this (Notary Seal) Gtown LTN\2022: GenNoLiffert blic LINDARUTH WHITE My Notary ID # 124936123 "rs ; }*.'•' Expires May 24, 2024 SIGNED this Assistant City Secretary NOTARY ACKNOWLEDGMENT Before me, on this day personally appeared the foregoing individuals, known to me to be the officers whose true and genuine signatures were subscribed to the foregoing instrument in my presence. Given under my hand and seal of office this' a6.84�- (Notary Seal) Gtown LTN\2022: GenNoUtCert �GL.Ct� otar Public :Expires LINDARUTHWHITE } g = Notary ID # 224936123 May 24, 2024 SIGNED this Assistant City Secretary NOTARY ACKNOWLEDGMENT Before me, on this day personally appeared the foregoing individuals, known to me to be the officers whose true and genuine signatures were subscribed to the foregoing instrument in my presence. Given under my hand and seal of office this -"2)' f6A I Ali (Notary Seal) Gtown LTN\2022: GenNoUtCert d otary- ubiic RY LINDA RUTH WHITE My Notary ID # 124936123 's Expires May 24, 2024 SIGNED this Assistant City Secretary NOTARY ACKNOWLEDGMENT Before me, on this day personally appeared the foregoing individuals, known to me to be the officers whose true and genuine signatures were subscribed to the foregoing instrument in my presence. �r ] Given under my hand and seal of office this.y Ll' '/.1fi: (Notary Seal) Gtown LTN\2022: GenNoUtCert Nota ublic ?"r ` LINDA RUTH WHITE } *` My Notary ID # 124936123 o Expires May 24, 2024 SIGNED this Ax x/v Assistant City Secretary NOTARY ACKNOWLEDGMENT Before me, on this day personally appeared the foregoing individuals, known to me to be the officers whose true and genuine signatures were subscribed to the foregoing instrument in my presence. Given under my hand and seal of office this .w a) IL F (Notary Seal) Gtown LTN\2022: GenNoLitCen kiln F- ,htt olar I4ublic LINDA RUTH WHITE +:,cq My Notary ID # 124936123 Expires May 24. 2024 SIGNED this Assistant City Secretary NOTARY ACKNOWLEDGMENT Before me, on this day personally appeared the foregoing individuals, known to me to be the officers whose true and genuine signatures were subscribed to the foregoing instrument in my presence. Given under my hand and seal of office this1i -�A ) k4 Notarl Public nYP, LINDARUTH WHITE (Notary Seal) My Notary ID # 124936123 ''•'? ;6F k�*F Expires May 24, 2024 Gtown LTN\2022: GenNobtCert EXHIBIT A DEFINITIONS City - City of Georgetown, Texas. Investment Letter - The Investment Letter between the City and the Purchaser, dated August 23, 2022 relating to the Note. Note - City of Georgetown Texas Limited Tax Note, Series 2022 dated September 14, 2022, in the aggregate principal amount of $4,050,000. Ordinance - Ordinance Authorizing the Issuance of City of Georgetown, Texas Limited Tax Note, Series 2022; Levying an Ad Valorem Tax in Support of the Note; Awarding the Sale of the Note; and Authorizing Other Matters Related to the Issuance of the Note. Purchaser - Webster Bank, National Association. A-1 Gtown LTN\2022: GenNoUtCert EXHIBIT B CURRENTLY OUTSTANDING TAX DEBT Outstandin Ad Valorem Tax Debt General Obligation Refunding Bonds, Series 2012 2,690,000 Combination Tax and Revenue Certificates of Obligation, Series 2013 2,560,000 General Obligation Bonds, Series 2013 5,740,000 General Obligation Refunding Bonds, Series 2013 2,810,000 Combination Tax and Revenue Certificates of Obligation, Series 2014 1,625,000 General Obligation Bonds, Series 2014 3,375,000 General Obligation Refunding Bonds, Series 2014 5,120,000 Combination Tax and Revenue Certificates of Obligation, Series 2015 4,260,000 Combination Tax and Revenue Certificates of Obligation, Taxable Series 2015 5,095,000 General Obligation Bonds, Series 2015 3,175,000 General Obligation Refunding Bonds, Series 2015 2,005,000 General Obligation Bonds, Series 2015A 8,510,000 Combination Tax and Revenue Certificates of Obligation, Series 2016 13,785,000 General Obligation Bonds, Series 2016 9,640,000 General Obligation Refunding Bonds, Series 2016 2,145,000 Combination Tax and Revenue Certificates of Obligation, Series 2017 10,875,000 General Obligation Bonds, Series 2017 7,195,000 General Obligation Refunding Bonds, Series 2017 10,110,000 Combination Tax and Revenue Certificates of Obligation, Series 2018 6,415,000 General Obligation Bonds, Series 2018 20,530,000 Gtown LTN\2022: GenNoUtCert B-1 Combination Tax and Revenue Certificates of Obligation, Series 2019 17,750,000 General Obligation Bonds, Series 2019 4,475,000 Combination Tax and Revenue Certificates of Obligation, Series 2020 9,190,000 General Obligation Bonds, Series 2020 8,080,000 General Obligation Refunding Bonds, Series 2020 4,515,000 Combination Tax and Surplus Revenue Public Property Finance Contractual Obligation, Taxable Series 2021 43,850,000 Combination Tax and Revenue Certificates of Obligation, Series 2021 21,445,000 General Obligation Bonds, Series 2021 7,270,000 Combination Tax and Revenue Certificates of Obligation, Series 2021A 20,385,000 General Obligation Refunding Bonds, Series 2021 16,165,000 General Obligation Bonds, Series 2021A 21,980,000 Combination Tax and Revenue Certificates of Obligation, Series 2022 10,450,000 General Obligation Bonds, Series 2022 42,625,000 Limited Tax Note, Series 2022 in the process of issuance* 4,050,000 * The Note in the process of issuance. Gtown LTN\2022: GenNoUtCert B_2 EXHIBIT C AD VALOREM TAX DEBT SERVICE REQUIREMENTS C-1 Gtown LTN\2022: GenNoLitCert