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Agenda CC 08.08.1995
NOTICE OF MEETING OF THE GOVERNING BODY OF THE CITY OF GEORGETOWN, TEXAS TUESDAY, August 8, 1995 The City Council of the City of Georgetown, Texas, will meet on Tuesday, August 8, 1995, at 5:30 p.m. in the City Council Chambers, located at the northeast corner of Seventh and Main Street in Georgetown, Texas. If you need accommodations for any type of disability, please advise in advance. Detailed explanatory information on the items listed below is compiled in an agenda packet which is distributed to the Mayor and each member of the Council. An agenda packet is also available at the Public Library, for the use of interested citizens. Workshop --Call to order 5:30 p.m. A Discussion on the adoption of the updated revisions of the Southern Standard Building Codes, Fire Prevention Code, National Electrical Code, and an amended electrical ordinance. B Discussion of process for selection/appointment of an assistant municipal court judge a C Discussion of policy on lobbying at the federal level Regular Session - (To convene Executive Session) Will begin no earlier than 6:30 p.m. Executive Session In compliance with the Open Meetings Act, Chapter 551, Government Code, Vernon's Texas Codes, Annotated, the items listed below will be discussed in closed session and are subject to action in the regular session that follows. D Sec.551.071 consultation with attorney E Sec.551.072 deliberation on real property F Sec.551.075 conference with employee Regular Session - Will begin no earlier than 7:00 p.m. G Action on Executive Session items Consent Agenda nda Consent agenda includes non -controversial and routine items that council may act on with one single vote. A councilmember may pull any item from the consent agenda in order that the Council discuss and act upon it individually as part of the regular agenda. H Consider approval of meeting minutes --Regular Meeting of July 25, 1.995/Sandra Lee Consider approval of payment in the amount of $19, 900.00 to G.K. Hall Construction for repair of the gazebo in San Gabriel Park/Randy Morrow and Terry Jones City Council Agenda/August 8, 1995 Page 1 of 3 Pages J Consider approval of an additional plat note on the Final Plat of the Planned Unit Development of Sun City -Georgetown Subdivision, Phase 1, Neighborhood One/Ed'Barry and Hildy Kingma K Consider a resolution to authorize a license to encroach into the public: utility easement located along the secondary front property line of Lot 11, Block B of the Village of River Bend, locally known as 101 Village Drive/Ed Barry and Hildy Kingma L Consider allocation of $3,000 from Council Contingency to cover expenses for a part-time Main Street Coordinator (Southwestern University intern)/Hart M Consider a resolution to accept the 1995 Tax Appraisal Roll for the City of Georgetown as presented by Paula J. Cockrum, Tax Assessor-Collector/Susan Morgan N Consider authorizing the staff to re -negotiate the lease agreement with Sierra Microwave Technology into two separate leases: a land lease and a building lease; and further, require that the lease be submitted to the City Council for approval prior to execution/Bob Hart Regular Agenda Council will individually consider and possibly take action on any or all of the following items: (Council may, at any time, recess the regular session to convene in executive session at the request of the Mayor, a councilmember, or the City Manager.) O Citizens wishing to address the Council P Mayor, Council, City�Manager, and staff comments and reports • GFOA Award - 5th year • Notification of Budget Workshops (Monday, August 21; 'Wednesday, August 23; and Thursday, August 24 (if necessary) • Nofication of Public Hearing on Budget (Tuesday, August 22 in conjunction with Council Meeting) Q Second reading of an ordinance providing for the annexation into the City of approximately 135.61 acres in the William Addison Survey (reduced from 168.54 acres) adjacent to the Stonehedge (also known as Churchill Farms) tract/Ed Barry and Clyde von Rosenberg R Second reading of an ordinance amending Exhibit 1 of the Century Plan - Development Plan for a 14.59 acre tract in the Ruidosa Company and Lewis Dyches Surveys, to be known as Sierra Vista, Section Four, from Intensity Level Four to Intensity Level Six/Ed Bany and .Clyde von Rosenberg S Consider waiving the detailed development plan requirement for Annie: Purl Elementary School/Ed Barry and Hildy Kingma T Consider approval of the Detailed Development Plan of a 16.8018 acre tract in the Nicholas Porter Survey, including Lots 1, 2, 5, and 6, Block 1 of the Gabriel Heights Subdivision, known as City Council Agenda/August 8, 1995 Page 2 of 3 Pages McCoy Elementary School; and requested variances to the Subdivisions Regulations/Ed Barry and Charles Simon U First reading of an ordinance authorizing the issuance of the City of Georgetown, Texas Utility System Revenue Bonds, Series 1995A, in an amount not to exceed $6,825,000/Bob Hart and Susan Morgan V First reading of an ordinance authorizing the issuance of the City of Georgetown, Texas General Obligation Refunding Bonds, Series 1995/Bob Hart and Susan Morgan W First reading of an ordinance authorizing the issuance of the Cite of Georgetown, Texas Combination Tax and Revenue Certificates of Obligation, Series 1995, in an amount not to exceed $725,000 to be used for stormwater drainage improvements/Bob Hart and Susan Morgan X Consider appointment of one construction trade member, one HVAC member, two alternate trade members, and two alternate at -large members to the Building Standards Commission/Leo Wood Y Final comments and evaluation of meeting process V Adjournment CERTIFICATE OF POSTING I, , City Secretary of the City of Georgetown, Texas, do hereby certify that this Notice of Meeting was posted on the day of , 1995, at a.m./p.m. City Council Agenda/August 8, 1995 Page 3 of 3 Pages Council meeting August 8, 1995 Item No. _ AGENDA ITEM COVER SHEET SUBJECT: Workshop discussion for the adoption of the updated revisions of the Southern Standard Building Codes, Fire Prevention Code, National Electrical Code, and an amended Electrical Ordinance. ITEM SUMMARY: The City of Georgetown currently operates under the 1985 Southern Standard Building Code package, 1988 Standard Fire Code, and the 1990 National Electrical Code. The Electrical Examiners Board and the Building Standards Commission want to recommend to City Council for consideration the adoption of the updated version of the most current code package for construction and Life Safety within our community. Members of each commission and staff will be present to answer questions that City Council may have. SPECIAL CONSIDERATIONS: None. FINANCIAL IMPACT: None. COMMENTS: None. RECOMMENDED MOTION: None. ATTACHMENTS: None. Submitted Bv: Edward . Barry, PC - irector Division of Development Services r r David Hall, Buildi.nl; Official Council meeting date: 8-8-95 Item No. -B AGENDA ITEM COVER SHEET SUBJECT Workshop discussion of the process for the selection of the Assistant Municipal Court Judge ITEM SUNEVLARY As you know, it is necessary that the Council appoint an assistant municipal court judge to hear those cases in which the Judge must recuse himself. Councilmember Lee Bain had held that position prior to his election. Several potential names have surfaced. However, due to a recent opinion by the Ethics Commission, it may be necessary to look carefully at the individuals selected to ensure that no appearance of direct or indirect impropriety exists. The City Attorney will be prepared to brief you on this recent opinion. Additionally, in staff discussions with other communities, it is recommended that: you consider preparing a request for qualifications and interests to send to attorneys in Georgetown. Based upon a review of the applications received, interviews can be scheduled and an appointment made to fill. that position. ATTACHMENTS none Y: Bob Hart, City Manager Council meeting date: 8-8-95 Item No. AGENDA ITEM COVER SHEET SUBJECT Workshop discussion of the policy on lobbying at the federal level. ITEM SUMMARY Following the last Council Meeting, I understood that you wanted to have further discussion concerning adopting a policy relative to ,lobbying at the federal level. Attached is a copy of the current policy for lobbying at the state level. In the time between the preparation of this Agenda and the Council Meeting, I will attempt to obtain policies from other communities and have those for you in time for the Council Meeting. ATTACHMENTS Current City of Georgetown Policy on Lobbying (state level) Mr7 41 . 4 1A Bob Hart, City Manager CITY OF GEORGETOWN POLICY ON LOBBYING Purpose: It is appropriate for the City of Georgetown to attempt to influence legislation which affects the operation of the City. The City of Georgetown shall direct and control all City - sanctioned efforts to influence legislation. Any lobbying not sanctioned by the City, but involving City employees, shall be done without using the name, resources, or influence of the City. City -Sanctioned Lobbying 1. The City,,Council shall determine by resolution the City's stance upon particular legislative issues. This resolution shall serve to direct the City Manager regarding employee involvement in lobbying, and shall provide those employees with the authority to testify in the name of the City of Georgetown. M 2. Given the fast -breaking nature of the legislative process; in those cases where Council has not previously stated the City's position, the City Manager shall use his discretion to direct employee involvement in the legislative process. However, in all cases the City Manager will inform the Council within a reasonable time of the action he has taken. 3. City of Georgetown involvement may take the form of testimony, informal meetings with legislators or staff, or other forms of lobbying. - Wherever possible, the employee shall speak from written remarks which are prepared in advance. The employee shall provide a copy of the remarks to his or her supervisor and to the City Manager in advance of the lobbying action. 4. City employees who are involved in the legislative process in accordance with Council directives and at the direction of the City Manager shall be paid their normal compensation for such activity. Non City -Sanctioned Lobbying 1. Any employee who desires involvement in the legislative process which is not directed by the City Manager shall do so only under the following conditions: City of Georgetown Policy on Lobbying Page 1 of 2 Pages a. The employee shall not use the name of the City of Georgetown in any way, verbal or written, including business cards, uniforms, letterhead, and verbal statements to the effect that the person is an employee of the City of Georgetown; and b. All lobbying shall be done on the employee's own time, utilizing employee vacation leave. 2. This provision shall not be construed to forbid, prevent, or intimidate employees from involvement in the legislative process, provided that the above guidelines are followed. City of Georgetown Policy on Lobbying Page 2 of 2 Pages Council meeting date: 8-8-95 Item No. 17/ AGENDA ITEM COVED SHEET SUBJECT Meeting Minutes of Regular City Council Meeting on Tuesday, July 25, 1995. ATTACHMENTS 1. Minutes of Regular City Council Meeting of Tuesday, July 25, 1995 Sub ed By: Sandra D. Lee, City Secreta ry MINUTES OF THE MEETING OF THE GOVERNING BODY OF THE CITY OF GEORGETOWN, TEXAS Council Present: George Arroyos Winfred Bonner Susan Hoyt Dick Vincent Doris Curl Ferd Tonn Staff Present: TUESDAY, July 25, 1995 Council Absent: Lee Bain Bob Hart, City Manager Teresa Hersh, Human Resources Director Marianne Banks, City Attorney Micki Rundell, Accounting Director Sandra Lee, City Secretary Laurie Brewer, Staff Accountant a Hartley Sappington, Dir. of Community Svcs. Hildy Kingma, Chief Planner Clyde von Rosenberg, Chief Planner Workshop --Called to order at 6:00 p.m. A City Employee Evaluation and Compensation/Elizabeth Gray and Teresa Hersh Hersh gave an overview of -the procedure for evaluating and compensating City employees and also explained the proposed revision to policy of paying employees at a level equal to market median instead of within 10 percent of market median. B Overview of Bond Rating Presentation/Bob Hart (Discussion on this item was deferred to the end of the meeting) Regular Session - Called to order at 7:07 p.m. Executive Session - (moved to the end of the meeting) F Action on Executive Session items - (moved to the end of the meeting) Public Hearing G Public Hearing to discuss a Texas Capital Fund grant application on behalf of Advanced Cable Services Hart explained that this company already exists in Georgetown and is seeking to expand and that they expect to hire an additional 25 employees. He also explained that the rules for applying for Minutes of City Council Meeting July 25, 1995 Page 1 of 7 Pages grant money have changed. Therefore, after August 1, it will be more difficult for Georgetown to compete with other cities in Texas, particularly those cities in the valley. Hart read an announcement of intent to use Texas Capital Fund money, and asked for comment. There were no comments. The Public Hearing was closed at 7:14 p.m. Consent Agenda H Consider approval of meeting minutes --Regular Meeting of July 11, 1995/Sandra Lee Consider a resolution for approval of an application for funding through the Texas Department of Housing and Community Affairs Real Estate Development Program on behalf of Advanced Cable Services/Bob Hart J Consider approval of bid award to various vendors for labor and materials to construct the overhead electrical system for the Lakeway-Williams Drive and the FM 2338 Feeder Line Extension to Sun City in the amount of $145,948.76/Jim Briggs K Consider approval of a variance from the driveway access requirements of the Subdivision Regulations for a 2.802 acre tract in the David Wright Survey, located at Wagon Wheel Trail and RM 2338/Ed Barry and Hildy Kingma L Consider approval of a Short Form Final Plat of an 8.46 acre tract in the; Nicholas Porter Survey to be known as Northwest Crossing Subdivision, located on Northwest Boulevard/Ed Barry and Hildy Kingma M Consider approval of a Final Plat of the Planned Unit Development of Sun City Georgetown Subdivision, Phase 1, Neighborhood Four; and variances to the Subdivision Regulations/Ed Barry and Hildy Kingma N Consider approval of a Short Form Final Plat of a 1.16 acre tract in the Antonio Flores Survey to be known as RCL Subdivision located on North Austin Avenue; and approval of requested variances to the Subdivision Regulations/Ed Barry and Hildy Kingma O Consider approval of a Short Form Final Plat to include a 3.0 acre tract .in the David Wright Survey and a Resubdivision of Serenada Country Estates, Unit One, Lot 184, to be known as Serenade Country Aire Estates Subdivision; and variances to the Subdivision Regulations/Ed Barry and Hildy Kingma P Consider approval of an amendment to the City's Wholesale Power Agreement with the Lower Colorado River Authority (LCRA)/Jim Briggs Q Resolution directing the publication of notice of intention to issue $6,825,00 City of Georgetown, Texas Utility System Revenue Bonds, Series 1995A and $725,000 City of Georgetown, Texas Combination Tax and Revenue Certificates of Obligation (Stormwater Drainage), Series 1995; Minutes of City Council Meeting July 25, 1995 Page 2 of 7 Pages approving the preliminary official statements; authorizing distribution of such preliminary official statements and other matters related thereto/Susan Morgan R Consider ratification of action taken by the Georgetown Industrial Development Corporation regarding issuance of industrial revenue bonds on behalf of Triple S Plastics/Bob Hart Motion by Tonn, second by Vincent to approve the Consent Agenda in its entirety. Approved 6-0. (Bain absent) Regular Agenda Mayor Wood recognized in the audience Bernie Hoppell, Manager of Triple S Plastics. Also recognized Connie Watson and Bob :Eck of Del Webb, Sun City -Georgetown. S Citizens wishing to address the Council Ed Steiner of 409 W. 3rd Street said publicity has caused Blue Hole Park to be the "Number One Park of Choice" in Georgetown. He asked for a second community meeting to be held to discuss Blue Hole Park. He said the community does not want the road to remaiin in the direction that was approved by the Council at the last meeting. T Mayor, Council, City Manager, and staff comments and reports Bonner said he had asked for the dimensions of where the Blue Hole Park is located at the last meeting and has not received a response. He suggested a review of the; Urban Renewal Plan by the Parks and Recreation Committee. Wood responded that the Urban Renewal Plan had been reviewed and that there were not any conflicts. Mayor asked that Bonner provide copies to Banks and Hart. Bonner said he was told by the Urban Renewal Office in Fort Worth that the City has a copy. Bonner also stated that he thinks the boulders/large rocks that were used to keep people from parking in certain areas of the park will slide into the river. Curl noted the recent dispatcher training sponsored by the Georgetown Police Department with participants from as far away as Eagle Pass. She also spoke of attending a two-day training on National Crime Prevention Through Environmental Design. She requested that the City sponsor training on this subject. Arroyos mentioned that one of the homeowners that received a new home from the HOME Grant was very appreciative. Hart noted that today at 6:00 p.m. the City water consumption set an all-time record. This was the third all-time record set in the last ten days. He emphasized that water is in plentiful supply. Minutes of City Council Meeting July 25, 1995 Page 3 of 7 Pages Curl asked if consumers would have to pay higher rates for the record hiigh usage of electricity. Hart said that generally there is plenty of electricity in Texas. LC1UA. buys power from other systems when necessary. LCRA has a rate freeze in place until the year 2000 and will not raise the City rates. Therefore, there is no need to raise City rates to the consumers. Wood told of an LCRA Workshop that he attended in San Marcos, and echoed Hart's remarks. He also mentioned the new innovation of wind generation. Hart recalled the interviews for a new Texas Public Power Association Director, saying much of the focus has been on the transmission of energy. He said the future looks very positive for Georgetown. U Second reading of an ordinance providing for the annexation into the City of: (1) the Stonehedge Subdivision, Sections One, Two and Three (also known as Churchill Farms); (2) a 48.51 acre tract in the William Addison Survey owned by Stonehedge Partners; and (3) a 2.735 acre tract in the William Addison Survey described as "Tract Five" in a Declaration of Restriction in Volume 2332, Page 132 of the Williamson County land records/Ed Barry and Clyde von Rosenberg von Rosenberg reminded Council that this item had been tabled until tonight at the request of some of the property owners in the annexation area. He pointed out that Section 3 of the Ordinance provided for voluntary request for annexation. No voluntary requests were received, so that section will be removed from the ordinance. von Rosenberg read the caption. Motion by Curl, second by Vincent to approve Ordinance 95-32 on second reading. Approved 6-0. It was noted that the following three items: V, W and X, would be deferred until a later date, no later than August 22, 1995, so that an agreement between the developers could be completed. The City will continue to issue building permits for siingle-family residences in the area. Motion by Tonn, second by Curl to defer Items V, W, and X until not later than August 22., 1995. Approved 6-0. V First reading of an ordinance to rezone 48.511 acres and 2.7355 acres in the William Addison Survey, and Stonehedge Subdivision, Section Three, Block N, from A., Agricultural to RS, Single Family Residential and C-1, Local Commercial or any more restrictive classification; and a request to waive rezoning fees/Ed Barry and Hildy Kingma This item was deferred until no later than August 22, 1995. W First reading of an ordinance to rezone Stonehedge Subdivision, Sections One and Two from A, Agricultural to RS, Residential Single Family/Ed Barry and Hildy Kingma Minutes of City Council Meeting July 25, 1995 Page 4 of 7 Pages This item was deferred until no later than August 22, 1995. X First reading of an ordinance to rezone Stonehedge Subdivision, Section Three, Block J, Lot 31 from A, Agricultural to RM-2, Dense Multifamily or any more restrictive classification; and a request to waive rezoning fees/Ed Barry and Hildy Kingma This item was deferred until no later than August 22, 1995. Y First reading of an ordinance providing for the annexation into the City of approximately 168.54 acres in the William Addison Survey adjacent to the Stonehedge (also known as Churchill Farms) tract/Ed Barry and Clyde von Rosenberg von Rosenberg explained to Council that this 168.54 acres is a portion of the 1200 acres previously brought to Council for annexation. Wood asked if there were any cominents or concerns from the audience. A woman in the audience asked to see a map of the proposed annexation areas. von Rosenberg supplied a map. Wood noted the cooperation and communication that has taken place in this annexation process. von Rosenberg read the caption on first reading after meeting the qualifications for caption reading as set in the City Charter. Motion by Arroyos, second by Hoyt to approve this ordinance on first reading. Approved 6-0. Z First reading of an ordinance amending Exhibit 1 of the Century Plan - Development Plan for a 14.59 acre tract in the Ruidosa Company and Lewis Dyches Surveys, to be known as Sierra Vista, Section Four, from Intensity Level Four to Intensity Level Six/Ed Barry and Clyde von Rosenberg von Rosenberg read the caption as provided by the Charter. Motion by Tonn, second by Hoyt to approve this ordinance on first reading. Approved 6-0. AA Consider approval of a final plat of the Planned Unit Development of Sun City Georgetown Subdivision, Phase 1, Neighborhood Four; and variances to the Subdivision Regulations/Ed Barry and Hildy Kingma This item was incorrectly listed twice on the agenda. The correct item regarding the plat notes for this area will be brought back to Council for approval on the next agenda. BB Consider amending Chapter 2.64 of the Code of Ordinances of the City of Georgetown relating to the Building Standards Commission/Marianne Banks Hart explained that this amendment allows Council to add alternate members to the Building Standards Commission in order to obtain a quorum so that business can be conducted. Hart read the ordinance and noted that Council could legally adopt this ordinance on an "emergency" basis with only one reading in order to expedite the business of the Commission. Motion by Tonn, second by Vincent to waive the 2nd reading. Approved 6-0. Motion by Tonn, second by Hoyt to approve this ordinance on emergency reading. Approved 6-0. Minutes of City Council Meeting July 25, 1995 Page 5 of 7 Pages CC WE Building Standards Commission/MarianneBcnks Co nsider appointing alternate members to the Bu g necessary tonight because there will be another Council to Banks explained that this is not absolutely nn suQ e ted that CouncilmemberS encourage people to gain. Ton �� Meeting before the Board meets again. Council can appoint the alternates as well as fill a proposed complete applications so that the vacancy. on D.C. to Consider ers of t authorization for expendi ture of funds by Mayor Wood to travel to W ashinhighway he House of Representatives before they vote on proposedb visit with memb funding/Leo Wood highway Project, mental in working for support Of the 1VlLOKAN g y P . d to arrange g Wood noted that he has been instrument U. S. Rep. Lamar Smith has agreed e MOK1AN working with other May in the region. ' � his proposed osed project. Wood stated th�it he feels the State will with other representatives regarding, t P P and that th most important highway projects in Williamson County project is one of them P to accomplish the project without federal funding. not be able roved by timeframe involved. Wood stated that it must betratl e to the Curl asked for a clarification of the from the other r. Curl asked if the Council could contribute some s g the House and Senate by Octobe or had received letters of support presentation in Washington. She asked if the May ed P has per visited with them. Curl asked if there Mayors in the region. Wood said he p Wood m who could also go and provide a larger contingency. other people in the regionwhere he would share his opinion that this issue is very Ma ors' meeting on August 1, trip to New York an upcominurl g, y is trip would be just as important as the bond rating P • resented. important. WOO d felt this P the quality and efficiency of the information to be pnrated. stated her questions were directed at q Georgetown would be comfortable with spending gPublic the Arroyos said he doesn't feel the citizens there reshould be some policy developed on lobbying His funds for lobbying efforts. He feels ther precedence. felt that any action on this item would establish e Bonner feels the national level. He said he olio should b would be to decide as a Council what their lobbying mpections yin Washington are familiar suggestion now while our co wells spent to send the 1\�iayor to Washington, D.C. time is at hand to move forward with this trip e P with Georgetown, and thinks it would be money at this time. policy to be P as a governance P y ' would robably be better to wait and bring this ed the Council to be comfortable Wood said it P ht even though the t the next Council Retreat. Wood stated that he s otbe made tonig discussed a policy. Tonn feels the decision neetrip that they are following p y. he U.S. House agenda which would mean that the feel item may be definitely placed on t MOKAN • he feels the Council needs clear direction and he would would not be necessary. Wood said much better sponsoring his own trip and not using public funds. B Overview of Bond Rating Presentation/Bob Hart the rat that the bond rating trip was a real success, and ed with Mayor Wood said he feels very confide or had attend de in their rating. Hart explained that he cad the May City will receive an upgrade Minutes of City Council Meeting July 25, 1995 Page 6 of 7 Pages Susan Morgan and Jim Briggs of the City, and Gary Kimble of First. Southwest Company. Hart commended Morgan's preparation of the presentation material. Hart said that Mayor Wood talked about Georgetown in general, about the Mission Statement, and about the governance policies, about how the ordinances are developed, and about the budget retreat. Hart presented the management plan to the investors explaining the City values -based management, including the five core values of the City Mission Statement, the performance evaluations, the bond issue elements, the projects on which the proceeds would be used, and the proposed City gas distribution to Sun City. Curl thanked the Mayor, Hart, and staff that attended the bond rating trip. Hart again commended Morgan for the excellent presentation material. 9:03 p.m. recessed for Executive Session Executive Session - convened at 9:08 p.m. C Sec.551.071 consultation with attorney D Sec.551.072 deliberation on real property E Sec.551.075 conference with employee 9:47 p.m. re -convened Regular Session F Action on Executive Session items No action was taken on Executive Session items. EE Final comments and evaluation of meeting process There were no final comments. Approved: Leo Wood, Mayor Minutes of City Council Meeting July 25, 1995 Page 7 of 7 Pages The meeting was adjourned at 9:49 p.m. Attest: Sandra D. Lee, City Secretary Council Meeting Date: August 8, 1995 Item No. AGENDA ITEM COVER SHEET SUBJECT Approval of payment in the amount of $19,900.00 to G.K. Hall Construction for the repair of the gazebo in San Gabriel Park. ITEM SUMMARY City staff solicited informal written quotes for the replacement of the wood floor and steps of the gazebo at San Gabriel Park. The low bidder for this replacement was G.K. Hall Construction of Georgetown in the amount of $14,950.00. The roof and support beams were removed in tact and the flooring demolished and replaced with concrete. During the process of placing the roof and supports upon the slab, the entire structure fell apart as a result of decay. It was decided at that time to replace the rest of the support structure with wittr-steel beams. This added an additional $4,950.00 to the cost of the project, bringing the total cost of the gazebo rehabilitation to $19,900.00. Since this amount exceeds the $15,000.00 limit for expenditures without Council approval, staff is requesting approval for the gazebo rehabilitation in the amount of $197900.00 G.K. Hall Constuction was able to utilize the exsisting sheet metal roof thereby saving the City approximately $2,004.00. SPECIAL CONSIDERATIONS none FINANCIAL IMPACT (cost of item, fund and division name, budgeted amt.) Total amount of expenditures for this project are $19,900.00. $20,000.00 was budgeted in account 100-737-5602-00 Recreation Building and Improvements, for this rehabilitation. COMMENTS (from City Attorney, staff, boards and commissions) none ATTACHMENTS (list individually) 1. bid tabulation Submitted By: Terry Jones, andy Morrow, Purchasing Director Director of Parks & Rereation GAZEBO REHABILITATION BID TABULATION BIDDER AMOUNT G.K. Hall Construction $14,950 J.K. Construction $15, 868 Magnum Concrete $16,400 Council meeting _August 8, 1995 Item No. jr AGENDA ITEM COVER SHEET SUBJECT: Consider approval of an additional plat note on the Final Plat of the Planned Unit Development of Sun City Georgetown Subdivision, Phase 1, Neighborhood One ITEM SUNMARY: This Final Plat was approved by the City Council on June 27, 1995. Since that time, the Del Webb Corporation has requested that an additional note be placed on the final plat for Neighborhood One. This plat note will state the following: When two (2) or more tracts will be combined to create one (1) integrated development under common ownership, the building setback lines on the common lot line may be waived. This is consistent with current policy and with Section 16020 of the Subdivision Regulations which allows for the combination of two (2) lots for the 'ereation of a more developable site as long as there is no change in the platted land use, no increase in density, and no increase in stormwater runoff. SPECIAL CONSIDERATIONS: None. FINANCIAL IMPACT: None. COMMENTS: None. RECOMMENDED MOTION: Approval of this agenda item will enable the Del Webb Corporation to add this plat note to Neighborhood One prior to recording the plat. On subsequent plats where this note is relevant, it will be added prior to Planning and Zoning Commission and City Council consideration of the plat. ATTACHMENTS: None. Submitted By. Edward q. Barry, AICP Direct r Division of Development Services Hi dy I_. ngma, AIC Chief Planner Council meeting August 8, 1995 Item No. / AGENDA ITEM COVER SHEET SUBJECT: Consideration of a resolution to authorize a license to encroach into the public utility easement located along the secondary front property line of Lot 11, Block B of The Village of River Bend, locally known as 101 Village Drive. ITEM SUMMARY: All utility providers have agreed to allow a license to encroach into the public utility easement as illustrated in Exhibit A. This request is being made to allow a residence to be constructed, which encroaches approximately four (4) feet ]"into the ten (10) foot PUE for a distance of approximately 30 feet and a sidewalk from the front door of the residence to the driveway. SPECIAL CONSIDERATIONS: None. FINANCIAL IMPACT: None. COMMENTS: None RECOMMENDED MOTION: If this item is approved by the City Council, it will be consistent with the approval recommended by the utility providers, unless stated otherwise. ATTACHMENTS: Exhibit A Resolution Submitted By: Edward J. arry, AICP - irect Division of Development Services Hildy L. Kr grna, AICP Chief Planner. RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS, MAKING CERTAIN FINDINGS OF FACT AND AU'THORIZING THE MAYOR TO EXECUTE A LICENSE AGREEMENT BETWEEN THE CITY OF GEORGETOWN AND DON PARKER, PERTAINING TO THE ENCROACHMENT OF A PROPOSED RESIDENCE AND SIDEWALK INTO THE PUBLIC UTILITY EASEMENT LOCATED ON THE NORTH AND WEST PROPERTY LINES OF LOT 119 BLOCK B OF VILLAGE OF RIVER BEND SUBDIVISION, AS RECORDED IN CABINET M, SLIDE SEVEN AND EIGHT OF THE PLAT RECORDS OF WILLIAMSON COUNTY, TEXAS AND LOCATED AT 101 VILLAGE DRIVE; AND ESTABLISHING AN EFFECTIVE DATE. WHEREAS, the City of Georgetown has received an application for a license to encroach into the public utility easement; and WHEREAS, the City of Georgetown has enacted Ordinance No. 1645 regulating, controlling, and governing encroachments; and WHEREAS, in order for a license to be granted by the City Council of the City of Georgetown, the Council must make certain findings of fact; and WHEREAS, after hearing the application of Don Parker to encroach into the public utility easement, the City Council of the City of Georgetown, Texas, finds the following facts: 1. That there are no utilities which would be interfered with by the utilization of the property in the proposed manner. 2. That there are no utilities which would interfere with the utilization, of the property in the proposed manner. 3. That the proposed structure is in such a manner that it would not be feasible to locate it outside the public utility easement. 4. That the land use in the neighborhood appears to be stable and the use to which this property is being put is not likely to change within the foreseeable future and is compatible with other uses in the neighborhood; and Lot 11, Block B, Village of River Bend License Resolution No. Page 1 of 3 WHEREAS, the City Council after hearing the application and finding the specific facts as stated above now concludes and finds that: 1. The fact that the proposed structure is in such a manner that it would not be feasible to locate it outside the public utility easement constitutes special circumstances and conditions affecting the property which if not taken into consideration would deprive the applicant of the reasonable use of their property. 2. The fact that the land use is not likely to change within the foreseeable future and that it is not economically feasible to remove the part of the proposed structure that will encroach into the public utility easement does provide a basis for granting the license necessary for the preservation and enjoyment of the substantial property rights of the applicant. 3. The fact that the use of the easement area by the property owner does not interfere with the utilities or access to the utilities and is not: detrimental to the public health, safety or welfare or injurious to the property in the area; and WHEREAS, the applicant agrees to accept the terms of the license agreement as presented to them. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GEORGETO WN, TEXAS, THAT: SECTION 1. The facts and recitations contained in the preamble of this resolution are hereby found and declared to be true and correct, and are incorporated by reference herein and expressly made a part hereof, as if copied verbatim. The City Council hereby finds that this resolution implements the following policies of the Century Plan - Development Plan Element: 1. Growth and Physical Development Policy 1, which states: "The City will ensure that future land use patterns provide economic, cultural, and social activities to all residents, businesses and organizations;" and 2. Utilities/Energy Policy 2, which states: "The City will establish utility policies which take into consideration the needs of all citizens of the community and take necessary precautions to prevent harmful ecological impact to the environment; " and further finds that the adoption of this resolution is not inconsistent or in conflict with any other Century Plan Policies, as required by Section 2.03 of the Administrative Chapter of the Policy Plan. Lot 11, Block B, Village of River Bend License Resolution No. Page 2 of 3 SECTION 2. The Mayor is hereby authorized to execute, and the City Secretary to attest thereto on behalf of the City of Georgetown a License Agreement with Don Parker, pertaining to the encroachment of a proposed residence and sidewalk located on Lot 11, Block B of Village of River Bend, commonly known as 101 Village Drive, into the public utility easement on the north and south property lines. SECTION 3. This resolution shall be effective immediately upon adoption. RESOLVED this day of , 1995. ATTEST: THE CITY OF GEOR.G:ETOWN: Sandra D. Lee By: LEO WOOD City Secretary Mayor APPROVED AS TO FORM: Marianne Landers Banks City Attorney Lot 11, Block B, Village of River Bend License Resolution No. Page 3 of 3 EXHIBIT A I I, ti C i I i I� I I , Encroachments _ . 10 L & PUE Village Drive Council meeting date: / /95 AGENDA ITEM COVER SHEET Item No. L. SUBJECT _ Approve summer funding for Main Street Intern out of Council Contingency ITEM SUMMARY Our formal Main Street program was discontinued in FY'95 due to funding constraints. Nevertheless, Council directed that we explore other avenues for the City to support downtown activities. Since January, we have therefore had a Main Street Intern", a junior or senior from Southwestern who works part time in the Spring and Fall, and full time during the Summer. The intern works with local organizations, assists the Downtown Georgetown Association, serves as a City liaison with the business owners regarding special events, economic development programs, building improvements (involving the Historic Preservation Commission), etc. The Convention and Visitors Bureau was able to cover funding for Spring and Fall, but request that Council approve funding the Summer portion. SPECIAL CONSIDERATIONS None. FINANCIAL IMPACT The Intern is paid $5.00/hr for 15 weeks. Total funds needed for the Summer Main Street Intern are $3,000, to be paid out of Council Contingency. COMMENTS None. ATTACHMENTS None Submitted By: Bob Hart, City Manager Council Meeting Date: U/95 Item No. /-,!I AGENDA ITEM COVER SHEET SUBJECT Resolution to accept the 1995 Tax Appraisal Roll for the City of Georgetown as presented by Paula J. Cockrum, Tax Assessor -Collector. ITEM SUMMARY The Tax Assessor -Collector (the Collector) must receive approval by the City Council of the 1995 tax roll. The tax roll is provided to the Collector by Williamson County Appraisal District. The Collector verifies the tax roll and submits the information, effective tax rates, rollback rates, and other required information to the City of Georgetown. SPECTAL CONSIDERATTONS None. FTNANCTAL IMPACT None. COMMENTS None. ATTACHMENTS Proposed Resolution. Submitted By: Susan L. Morgan, Director of Finance & Administration RESOLUTION NO. ARESOLUTION OF THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS, ACCEPTING THE 1995 TAX APPRAISAL ROLL AS SUBMITTED BY THE TAX ASSESSOR - COLLECTOR AND ESTABLISHING AN EFFECTIVE DATE. WHEREAS, the GISD Tax Office is under contract to provide Tax Assessor -Collector services for the City of Georgetown; WHEREAS, the 1995 Tax Appraisal Roll will be used to calculate the City of Georgetown's tax levy rate; WHEREAS, the Tax Assessor -Collector, in performance of her duties, has submitted the 1995 Tax Appraisal Roll to the City; NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS, THAT: SECTION 1. The facts and recitations contained in the preamble of this resolution are hereby found and declared to be true and correct, and are incorporated by reference herein and expressly made a part hereof, as if copied verbatim. The City Council hereby finds that this resolution implements Financial Policy 1 of the Century Plan Policy Plan Element, which states: "The City will conduct all municipal operations in an efficient business -like manner" and further finds that the enactment of this ordinance is not inconsistent or in conflict with any other Century Plan Policies, as required by Section 2.03 of the Administrative Chapter of the Policy Plan. SECTION ?. The 1995 Tax Appraisal Roll as submitted by the City's Tax Assessor -Collector is in all things adopted and approved. A copy of the roll is attached hereto as Exhibit A, and incorporated by reference herein. SECTION 3. The Mayor is hereby authorized to sign this resolution and the City Secretary to attest. This resolution shall be effective immediately upon adoption. RESOLVED this 8th day of August, 1995. ATTEST: THE CITY OF GEORGETOWN: Sandra Lee City Secretary APPROVED AS TO FORM: Marianne Landers Banks City Attorney Resolution to Accept 1995 Tax Appraisal Roll Page 1 of 1 By: LEO WOOD MAYOR In accordance to Section 26.04 of the Texas State Property Tax Code I, Paula J . Cockrum, Tax Assessor -Collector, for the City of Georgetown respectfully submit the 1995 Appraisal Roll for approval by the Georgetown City Council. TOTAL APPRAISED VALUE - $ 740,974,648 TOTAL ASSESSED VALUE - 5 540,9071915 TOTAL TAXABLE VALUE OF NEW PROPERTY $ 21,1681692 TOTAL CERTIFIED TAXABLE VALUE - 8 51:3,892,525 *APPRAISAL VALUES OF PROPERTIES UNDER PROTEST- 8 2'7,015,390 *TAXPAYERS VALUE OF PROPERTIES UNDER PROTEST-- $ 13fS07,695 NET TAXABLE VALUE - S 52714001220 TOTAL TAXABLE VALUE FOR 1995 527,,400,220 (to be used for calculation of levy) * use lower of to calculate net taxable value r Paula J. C krdm Tax Assessor/Collector Council meeting date: 8-8-95 N Item No., AGENDA ITEM COVER SHEET SUBJECT Authorization for staff to re -negotiate the lease agreement with Sierra Microwave 'Technology, Inc. into two separate leases: a land lease, and a building lease; and further require that the lf;a:>e be submitted to the City Council for approval prior to execution. ITEM SUNEV1ARY In finalizing the State grant application for Advanced Cable Services (the Texas Capital Fund application approved at the last Council Meeting) it was discovered that Advanced Cable Services could not build on the same site as Sierra Microwave (SMT) because of the nature of the lease agreement between SMT and the City due to Department of Commerce regulations. At the time the application was submitted, this potential problem arose, and in order to not disqualify the application of Advanced Cable Services, the City submitted a letter indicating its intent to have the Council initiate action which would resolve this outstanding issue. This allowed the application to move forward and yet meet the July 31 deadline. Any changes to the contract must come back to the Council for approval. There will be no funding changes as a result of this contract modification. ATTACHMENTS None Bob Hart, City Manager Council meeting August 8, 1995 Item No. AGENDA ITEM COVER SHEET SUBJECT: Consideration and second reading of an ordinance providing for the annexation into the City of: approximately 135.61 acres in the William Addison Survey (reduced from 168.54 acres) adjacent to the Stonehedge (also known as Churchill Farms) tract. ITEM SUMMARY: On May 9, 1995, the City Council passed a resolution to adopt the proposed service plans and set the public hearing dates for the annexation of approximately 1,241 acres generally bordering the Stonehedge (also known as Churchill Farms) subdivision to the west, south and east. Two (2) public hearings were held, on June 13, 1995 and on June 27, 1995, as required by State law, .to describe and receive comments on the City's plans for providing service to the annexation areas. The 135.61 acres described in this ordinance were included within the 1,241 acres which were the subject of the resolution and public hearings. SPECIAL CONSIDERATIONS: None FINANCIAL IMPACT: The service plan, which is to be adopted as a part of the annexation ordinance, describes the City services to be provided to the areas. COMMENTS: A meeting was held with interested property owners in the area on July 5, 1995 to discuss the proposed annexation. The consensus reached was that the 135.61 acres (originally 168.54 acres) described in this ordinance should be annexed. The first reading of this ordinance was approved by the City Council on July 25, 1995. The ordinance has since been amended to exclude approximately 28 acres of the 88 acre Ronald T. Mahan property from the annexation. The remainder of the Mahan property has been conveyed, in two 30 acre portions, to the ERSA- GRAE Corporation and to Sawyer Companies, Inc. A Concept Plan for the development of 334 single family lots on the entire 88 acres, as the First Charter Subdivision, was approved by the Planning and Zoning Commission on August 1, 1995. However, except for the proposed dedication of approximately 3 acres of park land, only the 60 acres conveyed to the ERSA=GRAE Corporation and to Sawyer Companies, Inc. are immediately proposed for development. Annexation of the park land can take place when it is deeded to the City prior to the filing of the final plat for Section One of the subdivision. Annexation of the remaining acreage owned by Ronald Mahan can take place when the property is platted for development as proposed in the First Charter Concept Plan. ATTACHMENTS: Ordinance and exhibits. Submitted Bv: — Edward J. Bar AI P - Director Division of Development Services Clyde von Rosenberg, 010P Chief Planner, Long Range Planning ORDINANCE NO. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS, PROVIDING FOR THE EXTENSION OF CERTAIN BOUNDARY LIMITS OF THE CITY OF GEORGETOWN, TEXAS, AND THE ANNEXATION OF CERTAIN TERRITORY DESCRIBED IN EXHIBIT A OF THIS ORDINANCE, CONSISTING OF: APPROXIMATELY 135.61 ACRES IN THE WILLIAM ADDISON SURVEY ADJACENT TO THE STONEHEDGE SUBDIVISION (ALSO KNOWN AS CHURCHILL FARMS), WHICH SAID TERRITORY LIES ADJACENT TO AND ADJOINS THE PRESENT BOUNDARY LIMIT OF THE CITY OF GEORGETOWN, TEXAS AND NOT BEING A PART OF ANY INCORPORATED AREA; PROVIDING FOR SERVICE PLANS; REPEALING CONFLICTING ORDINANCES AND RESOLUTIONS; INCLUDING A SEVERABILITY CLAUSE; AND ESTABLISHING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Georgetown, Texas, may under the Charter of said City, Section 1.06, annex areas as allowed by State law; and WHEREAS, notices of two (2) public hearings were published according to law in a newspaper having general circulation in the City of Georgetown, Texas, and in the herein described territory to be annexed not more than twenty (20) days nor less than ten (10) days prior to those hearings; and WHEREAS, two public hearings by the City of Georgetown, Texas, where all interested persons were provided with an opportunity to be heard on the proposed annexation of certain tracts of land located in Williamson County, Texas, including the following tracts: APPROXIMATELY 1,241 ACRES GENERALLY BORDERING THE STONEHEDGE SUBDIVISION (ALSO KNOWN AS CHURCHILL FARMS) TO THE WEST, SOUTH AND EAST; were held, the first being on the 13th day of June, 1995, and the second being on the 27th day of June, 1995; and WHEREAS, the tracts described in Exhibit A of this ordinance: APPROXIMATELY 135.61 ACRES IN THE WILLIAM ADDISON SURVEY ADJACENT TO THE STONEHEDGE SUBDIVISION (ALSO KNOWN AS CHURCHILL FARMS), were included within the approximately 1,240 acres which were the subject of the notices and public hearings for the proposed annexation; WHEREAS, at such public hearings, a proposed service plan was presented to and discussed by the Council and all interested persons; and Annexation of 135.61 acres in the William Addison Survey adjacent to the Stonehedge Subdivision (Churchill Farms) Ordinance No. Page 1 of 3 WHEREAS, such public hearings were held not more than forty (40) nor fewer than twenty (20) days prior to the institution of these proceedings; and WHEREAS, the total corporate area of the City of Georgetown, Texas, on the 1st day of January, 1995, was 9,577 acres; and WHEREAS, the population of the City of Georgetown, Texas includes approximately 18,800 inhabitants; and WHEREAS, all of the herein -described property lies within the extraterritorial jurisdiction of the City of Georgetown, Texas; and WHEREAS, the herein -described property lies adjacent and contiguous to the City of Georgetown, Texas; and WHEREAS, all notices and other prerequisites of state law and the City Charter have been complied with; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS, THAT: SECTION 1. The facts and recitations contained in the preamble of this ordinance are hereby found and declared to be true and correct, and are incorporated by reference herein and expressly made a part hereof, as if copied verbatim. The City Council hereby finds that this ordinance implements the following policies of the Century Plan - Policy Plan Element: 1. Environmental and Resource Conservation Policy 1, which states: "The Physical attributes that make Georgetown attractive are protected"; and 2. Growth and Physical Development Policy 1, which states: "Land use patterns within the City provide economic, cultural, and social activities to all residents, businesses and organizations"; and 3. Growth and Physical Development Policy 2, which states: "The City's regulations implement the policy statements and provide the opportunity to seek change with reasonable effort and expense"; and 4. Growth and Physical Development Policy 3, which states: "Annexations procedures and standards benefit the community"; Annexation of 135.61 acres in the William Addison Survey adjacent to the Stonehedge Subdivision (Churchill Farms) Ordinance No. Page 2 of 3 and further finds that the enactment of this ordinance is not inconsistent or in conflict with any other Century Plan Policies, as required by Section 2.03 of the Administrative Chapter of the Policy Plan. SECTION 2. The City Council of the City of Georgetown hereby annexes: APPROXIMATELY 135.61 ACRES IN THE WILLIAM ADDISON SURVEY ADJACENT TO THE STONEHEDGE SUBDIVISION (ALSO KNOWN AS CHURCHILL FARMS), as described in Exhibit A of this ordinance, which contains maps, descriptions, and the service plans for the tracts. SECTION 3. All ordinances and resolutions, or parts of ordinances and resolutions, in conflict with this Ordinance are hereby repealed, and are no longer of any force and effect. SECTION 4. If any provision of this ordinance or application thereof to any person or circumstance, shall be held invalid, such invalidity shall not affect the other provisions, or application thereof, of this ordinance which can be given effect without the invalid provision or application, and to this end the provisions of this ordinance are hereby declared to be severable. SECTION 5. The Mayor is hereby authorized to sign this ordinance and the City Secretary to attest. This ordinance shall become effective and be in full force and effect in (10) ten days on and after publication in accordance with the provisions of the Charter of the City of Georgetown. PASSED AND APPROVED on First Reading on the 25th day of July, 1995. PASSED AND APPROVED on Second Reading on the 8th day of August, 1995. ATTEST: Sandra D. Lee City Secretary APPROVED AS TO FORM: Marianne Landers Banks City Attorney THE CITY OF GEORGETOWN: By: LEO WOOD Mayor Annexation of 135.61 acres in the William Addison Survey adjacent to the Stonehedge Subdivision (Churchill Farms) Ordinance No. Page 3 of 3 �v10 L. KCII(• ,\ 99.00 AC (2A367AL) \ •,•r��o 1933/621 \ \ 41, 1,1 K. I.G \ •1 • 1352.569 ♦C.) \ \ \ •`Y1°, 2043N3 AC, •o 69 AC.To \ t • a .• \ \ rr • .tl P� T wl OAVIO L. KCLICT ,..,• .�. .26 Ac. 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I t t h w 1• 11 1 1/'1 Y 4 `, /taI ;r, �,.:. „ 1/ / /.•�,,: f'i� : G36 AC r i 1• c r 1 r / .o r 1 • • 1 I O G \ qns; �. �i'/� �kkYfy 1 NI 3 �/l/J . . w ( 11 , • , • w 1. • . r ' • 1 1 19 i � r ��� rat r��I�j,,1.•l N47�' • '• 1e u 'o • t \ O'11 <F / '•.N�t1AA3'ti'rM' o '• • w ' • 1 t " r • I z P R O P O I� "Tf" rlr �'/a "'!YJ{R3F#?•k Y _ 10 , zC 13 /!�(;x(F.r"4t'Ip, :��.Nva,'e,r', Y• ,t l: a •1 „ � ',1 'r } '„q5y,::);:: ;; N;::�'i:,,.• ;'ASS:: r:::%i#h )Y�.. ..:q'.,,,:�i�l.:Yyi \ Y .'<.eh:,:,,.:t:...�a. ANNEXATION = RACTS r y lH �xHy�!,FH�,,, r ��, 11 1> ,. .• •' I• , 10 roles 0 4 4 !k " tllo /776 h CAgV ri / .rt Ai/ ii: ! -xa = Nr! 1 • • CIAORY CAAISOw / \ 10.16 .G. . 1 A � ►� v : J � ► • � /1'I r �'���'u/ /` Pik _ nrt�h�lJi N�I rb� rtis .�.:•::�ka / l I I11/ O32 I _ r4! YITs r Y . r r �h '" ..r' +•. 156 5 AC 11J �.r, • 0 /g f ii1 6fEI 49. Z9 4C 1 , N .. ,•"F 1133.13 .[., it <o ANNEXATION TION TRACT x,.,..., 1 10 135.61 ACRES IN THE WILLIAM ADDISION SURVEY y 10u17 L. DAv1030N ADJACENT TO THE STONEHEDGE (CHURCHILL FARMS) TRACT • 1 �y I r 659/444 =: 1 169.03 AC 1 COUNTY 07 1•'ILLIA-SON Me t1.3SAC : 2332/1.1 (D 103 5911 AC \ \ N )....,. > \1 O v1RGIl YO AACN •r II wA `t Not To Scale �� EXHIBIT A, Page 2 of 5 ANNEXATION TRACT 135.61 ACRES IN THE WILLIAM ADDISION SURVEY ADJACENT TO THE STONEHEDGE (CHURCHILL FARMS) TRACT Being all parcels in a 135.61 acre annexation tract, more or less, situated in the William Addison Survey, Abstract No. 21 in the Williamson County, Texas land records. Said tract being bound on the northernmost side by the existing Georgetown City Limits (as per City of Georgetown Ordinance No. 86-59); on the westernmost side by a 28.0 acre piece of an 88.0 acre parcel which was formerly owned in total by Ronald T. Mahan (Volume 358, Page 229); and on the southernmost side by parcels owned by A.P.W. Corp. (Volume 2118, Page 052), Louis L. Davidson (Volume 659, Page 444), and Williamson County (Volume 2331, Page 141). And said tract being bound on the easternmost side by Stonehedge Subdivision, also known as Churchill Farms, (Cabinet G, Slides 280-282; Volume 1599, Page 175; Cabinet H, Slides 43-45; Volume 1004, Page 524; and in a Declaration of Restriction in Volume 2332, Page: 132) along with a 48.51 acre portion of the Stonehedge tract (Volume 2349, Page 88), the entire Stonehedge tract pending annexation by the City of Georgetown, effective on August 9, 1995. Said 135.61 acre annexation tract including the following parcels: 1. Two 30-acre portions of former 88.0 Ronald T. Mahan parcel - Volume 358, Page 229: A 30-acre portion known as "Tract 1", conveyed to ERSA-GRAE Corporation, a Delaware Corporation; as per General Warranty Deed, Volume 9526, Page 179. A 30-acre portion known as "Tract 2", conveyed to Sawyer Companies, Inc., Trustee; as per Memorandum of Contract, Volume 9526, Page 180. These portions also include a Right of Way and Easement dated October 25, 1985 and granted to the City of Georgetown, in Volume 1263, Page 582. 2. Barbara Rister Petrosky parcel - Volume 1256, Page 55; Williamson County Appraisal District Tax Identification Number R038878 3. St. Helen's Catholic Church parcel - Volume 697, Page 110; Williamson County Appraisal District Tax Identification Number R038817 4. Gerald Eckley parcel - volume and page unavailable; Williamson County Appraisal District Legal Description: AW0021 Addison, Wm. Sur., Acres 10.36; Williamson County Appraisal District Tax Identification Number R038809 Page 1 EXHIBIT A, Page 3 of 5 5. James B. Turner parcel - volume and page unavailable; Williamson County Appraisal District Legal Description: AW0021 Addison, Wm. Sur., Acres 10.6; Williamson County Appraisal District Tax Identification Number R038877 6. Williamson County parcel - Volume 2634, Page 0431 (former owner Joe B. McMaster) Williamson County Appraisal District Tax Identification Number R038848 7. William A. Morse parcel - Volume 647, Page 885 Williamson County Appraisal District Tax Identification Number R038842 8. Linda Vice parcel - volume and page unavailable; Williamson County Appraisal District Legal Description: AW0021 Addison, Wm. Sur., Acres 10.02; Williamson County Appraisal District Tax Identification Number R038857 9. An unimproved roadway or easement shown on the annexation tract exhibit that is bound on the north partially by said James B. Turner and by another 10.33 acre tract owned by said Gerald Eckley (Volume 871, Page 85); on the east by said Stonehedge tract; on the south by said Williamson County, William A. Morse, and partially by Linda Vice; and on the west by said Eckley 10.33 acre tract. 10. And any other parcels shown on the annexation tract exhibit not otherwise mentioned above that are part of the herein described annexation tract. Note: This description was compiled from the Williamson County Appraisal District tax parcel maps and database in July 1995, and from the Williamson County land records in August 1995. Page 2 EXHIBIT A, Page 4 of 5 CITY OF GEORGETOWN, TEXAS ANNEXATION SERVICE PLAN APPROXIMATELY 135.61 ACRES IN THE WILLIAM ADDISON SURVEY ADJACENT TO THE STONEHEDGE SUBDIVISION (ALSO KNOWN AS CHURCHILL FARMS) Introduction This service plan has been prepared in accordance with Texas Local Government Code, Chapter 43 - Municipal Annexation. This requires that the service plan provide for the extension of full municipal services to the area to be annexed by any of the methods by which it extends services to any other area of the municipality. Police Protection Regular and routine patrolling of streets, responses to calls, and other police services will be provided upon the effective date of the annexation. Fire Protection and Code Enforcement Fire protection and prevention services are currently being provided to the area through an agreement with Williamson County. These services will continue to be provided to the area upon the effective date of the annexation. Upon the effective date of the annexation, the City Code Enforcement Officer will periodically patrol streets in .the area to ensure that all properties are in conformance with City Code. Solid Waste Collection Solid waste collection and disposal services will be provided upon the effective date of the annexation, in accordance with the rates, terms and conditions contained in the City Code. Water Service Water lines will be extended in accordance with City policy. The City has a Utility Expansion and Improvement Policy, which is described in this service plan. Sewer Service Wastewater lines will be extended in accordance with City policy. The City has a Utility Expansion and Improvement Policy, which is described in this service plan. Maintenance of Roads, Streets, and Drainage Roads, streets and drainage facilities dedicated to the public will be maintained according to City Code and policy upon the effective date of the annexation. Street Lighting Street lighting will be made available upon the effective date of the annexation, upon request of the property owners, in accordance with City Code and policy. Annexation Service Plan, Page 1 of 2 EXHIBIT A, Page 5 of 5 Parks and Recreation Parks and recreation facilities dedicated to the public will be maintained according to City Code and policy ,upon the effective date of the annexation. Recreation services will be provided to all residents in accordance with the rates, terms and conditions contained in the City Code. Planning and Zoning Upon the effective date of the annexation, the planning and zoning jurisdiction of the City will extend to this area. The area will be zoned A (Agricultural), unless otherwise approved through regular procedures. Inspection Services All inspection services, including building, electrical, plumbing, etc., provided by the City will be extended to the area upon the effective date of the annexation. Library Services Library services will be provided to all residents in accordance with the rates, terms, and conditions contained in the City Code upon the effective date of the annexation. Other Services Other services provided by the City, such as animal control, court, and general administration, will be made available upon the effective date of the annexation, in accordance with the City Code and policies. Utility Expansion and Improvement Policy City Ordinance Number 900404, a Utility Expansion and Improvement Policy, guides the planning, design, construction, operation, and maintenance of all utility system improvements, including water, wastewater and electrical service. Annexation Service Plan, Page 2 of 2 Council meeting _ August 8. 1995 Item No. AGENDA ITEM COVER SHEET SUBJECT: Consideration and second reading of an ordinance amending Exhibit 1 of the Century Plan - Development Plan for a 14.59 acre tract in the Ruidosa Company and Lewis Dyches Surveys, to be known as Sierra Vista, Section Four, from Intensity Level Four to Intensity Level Six. ITEM SUMMARY: This parcel is undeveloped land with an approved Preliminary Plat. The applicant proposes restaurant and mixed retail uses totaling 60,000 square feet and 125 multi- family units on the 7.905 acre Block A of the Preliminary Plat. No specific uses have been proposed for the 6.685 acre Block B. The proposed Intensity Level Six designation could provide slightly more multi -family units than proposed and more square footage of restaurant and mixed retail uses thanare proposed. The site's location on IH35 provides for an acceptable level of transportation service to the project, with the requirement for an extension of Rockmoor Drive to the IH35 frontage road as a collector level street with an 80 foot right-of-way. Adequate capacity exists in the water and wastewater systems to serve the project at Intensity Level Six, however, specific improvements to the infrastructure for both of these services will be required to bring utilities to the site. The cost of the roadway and water and wastewater system improvements will be the responsibility of the developer. The proposed project will utilize less than the total allowable demand for transportation, water and wastewater, due to the uses proposed. SPECIAL CONSIDERATIONS: None FINANCIAL IMPACT: Maintenance of the public improvements provided by the developer. COMMENTS: The first reading of this ordinance was approved by the City Council on July 25, 1995. ATTACHMENTS: Staff report; Ordinance Submitted Bv: G� Edward J. r , AICP - Director Division of Development Services Clyde von Rosenberg, �P Chief Planner, Long R ge Planning CENTURY PLAN AMENDMENT OF A 14.59 ACRE TRACT IN THE RUIDOSA COMPANY AND LEWIS DYCHES SURVEYS, TO BE KNOWN AS SIERRA VISTA, SECTION FOUR, FROM INTENSITY LEVEL FOUR TO INTENSITY LEVEL SIX O WNER/APPLICANT: First Texas Bank Mr. Elvin Gentry P. O. Box 649 Georgetown, Texas 78627 512/863-2567 REQUEST: Century Plan Amendment of a 14.59 acre tract in the Ruidosa Company and Lewis Dyches Surveys to be known as Sierra Vista, Section Four, as recorded in Volume 1636, Page 833 of the Official Deed Records of Williamson County, Texas, from Intensity Level Four to Intensity Level Six. FACTS: Location: This parcel is located at the end of Rockmoor Drive with frontage on an IH35 Frontage Road. SEE EXHIBIT A Existing Site: Undeveloped land with an approved Preliminary Plat. Existing Zoning: C-2A, Commercial First Height. Proposed Use: Restaurant, mixed retail and multifamily uses. Surrounding Uses North: Christ Lutheran Church (RS) and Zoning: South: Unplatted land and Innerspace Cavern (RS) East: IH35 (RS) West: Sierra Vista Apartments and Indian Creek Apartments (RM-2) Century Plan: Applicant is requesting the Century Plan -Development Plan be amended to designate this parcel as Intensity Level Six. Notification: The required notification has been completed. Century Plan Amendment - Sierra Vista, Section Four July 17, 1995 PA# 95-03/ File: SRRAVSTA.CPA HISTORY: Sierra Vista, Section Four Preliminary Plat was first approved by the Planning and Zoning Commission on April 4, 1989. On August 28, 1990, a request to reinstate the Preliminary Plat was approved by City Council. The Planning and Zoning Commission approved twelve (12) month extensions on August 6, 1991, August 4, 1992, August 3, 1993, and July 5, 1994; the current expiration date is August 2, 1995. Due to the changes in the 1994 Sunset Review of the Subdivision Regulations, this Preliminary Plat may be extended only one (1) additional twelve (12) month period. ANALYSIS: Intensity Level Analysis The Intensity levels surrounding the proposed project are Level Four, Level Three, Level Five, and Level Two. SEE EXHIBIT A The applicant proposes restaurant and mixed retail uses, totaling 60,000 square feet, and 125 multifamily units on the 7.905 acre Block A of the Preliminary Plat. No specific uses have been proposed for the 6.685 acre :Block B. SEE EXHIBIT B For the purpose of this analysis, the retail store use category was chosen to calculate the development allowed for Block B. The proposed Intensity Level Six designation could provide slightly more multifamily units than proposed and more square footage of restaurant and mixed retail uses than are proposed. While no specific uses are proposed for Block B, this analysis indicates that retail store uses could total approximately 434,000 square feet. The limiting factor for the number of multifamily units is the lot size limitation in the Zoning Ordinance, which requires that any lot which contains a multifamily dwelling with four or more units must have an area of not less than 7,000 square feet, plus 1,500 square feet for each dwelling unit in excess of three (3). Therefore, in order to accommodate the proposed 125 multifamily units, approximately 4.5 acres of the site is required. For the mixed retail use, which includes a mixture of retail store and restaurant uses, the limiting factor is transportation. Wastewater is the limiting factor for the restaurant use, while water is the limiting factor for the retail store use. SEE EXHIBIT C Using the same assumptions for allotment of acreage on the property, the existing designation of Intensity Level Four would allow for 55 multifamily units and approximately 16,000 square feet of mixed retail use on Block A Century Plan Amendment - Sierra Vista, Section Four July 17, 1995 PA# 95-03/ File: SRRAVSTA.CPA 2 and approximately 111,000 square feet of retail store uses on Block B. SEE EXHIBIT C-1 Transportation All properties currently designated in the Development Plan as Intensity Level Six have frontage on IH35, which is a freeway with an ultimate configuration of six (6) lanes. The subject property, which has frontage on IH35, meets this criteria. In order to provide adequate access, the Community Owned Utilities Division requires that Rockmoor Drive be extended to the IH35 frontage road as a collector level street with an 80 foot right-of-way, consistent with the existing segment of Rockmoor Drive to the east of Luther Drive. The existing configuration of the IH35 frontage road is one-way from RM2243 (Leander Road) south to Business IH35, where it becomes two-way to CR111 (Westinghouse Road). There is an entrance ramp to southbound IH35 just south of Business IH35. Ultimately, access to northbound IH35 can be provided via a one-way frontage road on the east side of IH35 between Business IH35 and RM2243, as described in the Development Plan. However, until that segment of the frontage road system is constructed, the most direct access to northbound IH35 from the site will be via Luther Drive and RM2243 to an existing entrance ramp located off RM2243. Although the change from Intensity Level Four to Intensity Level Six represents a 400 percent increase in total allowable trip ends, the proposed project will utilize only a small percentage of this total allowable demand, since transportation is the limiting factor for only one of the four proposed uses and the allowable development for the other three uses is significantly lower than that calculated by the transportation demand. SEE EXHIBIT C The proj ect' s location on IH35„ and the requirement to extend Rockmoor Drive to the IH35 frontage road as a collector level street with an 80 foot right-of-way, will provide a sufficient level of transportation service for the proposed project. Century Plan Amendment - Sierra Vista, Section Four July 17, 1995 PA# 95-03/ File: SRRAVSTA.CPA 3 Water and Wastewater The increase from Intensity Level Four to Intensity Level Six represents a 214 percent increase in gallons per day of water capacity and a 212 percent increase in gallons per day of wastewater capacity. However, the proposed project will not maximize the total allowable demand for these utilities, since water or wastewater are the limiting factor for only two of the four proposed uses and the allowable development for the other two uses is lower than that calculated by the water and wastewater demands. SEE EXHIBIT C Both the water and wastewater systems have adequate capacity to serve the proposed project at Intensity Level Six, however, specific improvements to the infrastructure for these services will be required to bring utilities to the site. The Community Owned Utilities Division (COU) requires the extension of an 18 inch water line from Thousand Oaks Boulevard to an existing water line at the southeast corner of the Sierra Vista Section Three subdivision. Wastewater system improvements required by COU consist of increasing the size of an existing wastewater service line, from the northern boundary of the project site to the creek north of the project site. STAFF RECOMVIENDATION: Approval of a Century Plan Amendment for a 14.59 acre tract in the Ruidosa Company and Lewis Dyches Surveys to be known as Sierra Vista, Section Four, from Intensity Level Four to Intensity Level Six, conditional upon the provision of dedicated public roadway access to the IH35 frontage road via an extension of Rockmoor Drive, and the provision of the required water and wastewater service line improvements. The required public improvements must be made prior to final approval of a detailed development plan for the site. P & Z ACTION: At the July 6, 1995 meeting, the Planning and Zoning Commission voted 6-0 to approve the requested Century Plan Amendment of 14.59 acres in the Ruidosa Company and Lewis Dyches Surveys to be known as Sierra Vista Section Four from Intensity Level Four to Intensity Level Six, as described in the staff recommendation. Century Plan Amendment - Siena Vista, Section Four July 17, 1995 PA# 95-03/ File: SRRAVSTA.CPA M 0 • ��-■;G REFER TO MAP C 117(- 1 Ll I MAP MIL REFER TO 3 2212 r, A Lrri!0 M 3 ALZ v i, I1 ww.LAUSACH.,fol 24 27 AC cl G EO.NC.E TO.. PR. CO. 751/845 234 38 KC W W LAU8ACM of of A 3�29 / 194 127.06 AC) 't C) 29 - AC Z t33 AC C.ir Or G T Q) W. W. LAUOACH..I. od 329 / 194 43SAC) 62.92AC I. AC ST ----"'-'rE.AS CRUSTED STOMF Z- 74 4/ 516 5 62 -C 171 62 AC OID AC 'GIL Li 'R 7930AC ....... ... - j C T C r I L 1 0 1 : .19L, '—I III 3.5/17Z 5.fQQ-LL 255/609 ERNEBVRG 1622 /36 70AC I OAC / i ..//// 4 570. In 3 -------- EXHIBIT B � Y "ca cv X IPF 049' 30 E f E> SERVICE I 59 � \ IPF TEL.PED.� w M. a b Lot 2\ k� aP w \ cmLO . 8 Ac.) I { 3.6 � N 0 V 1 6"SEk I p i 1, j I �\ Z '-� �. ' 9049 3o.,W IP .E g SERVICE 3 �-• ...Ot I P E.` s 5 j06 5 10 _ 6 II IPP jl� a 14_ .\ ..•..'(CW CL OD R.O. � am: • !'::� 3X M w 'w o W W Lot I Li %51. ETER b� (3.65 Ac.) AULT M' rT Lj 0 ti o CO 130.18' w _ I i .V. VLV. •u• \ IPF R OO �' — AULT Nis°o7'w PRi80,14 i � SERVICE E 8„wl OVERfrEA HIIPF Ivdi 04, i I w� TE ELECTR/C SERVICE PHONESINK 'Z Z� / I OLE 81 SINK r.�SIGN ' r HOLES -i 1 % 3 w N -fi \ co coI \ a 0 Q I SINK HOLES ccr- L J I O a u, I m 3 H ' Ldi I � -� c I / G (6.11Ac) ,.` v �O / IPF IPF 038 W 5 499.89 I iq 006 E 5 j5 99.81 / 10' U.E. a B. L. / -- j -j I 4' K.P GAS MAIN —� S 69045' W j 547.75' IPr / IPF I I CD i QN� n. h - EXHIBIT C DETERMINATION OF PERMITTED DEVELOPMENT GIVEN A MIXED LAND USE PROPOSAL 1. 'DATE': 6-22-95 'PROJECT NAME': Sierra Vista Section Four, Block A and Block B (Block A - 7.905 acres; Block B - 6.685 acres) 2. 'GIVEN' acres of Intensity Level 1 acres of Intensity Level 2 acres of Intensity Level 3 acres of Intensity Level 4 acres of Intensity Level 5 14.59 acres of Intensity Level 6 14.59 TOTAL ACRES 3. ALLOWABLE DEMAND: INTENSITY WATER WASTEWATER TRANSPORTATION LEVEL Peak GPD Average GPD Peak Trip Ends ---------------------------------------------------------------------------------------- 1 0 0 0 2 0 0 0 3 0 0 0 4 0 0 0 5 0 0 0 6 307,849 87,540 5,836 4. TOTAL ALLOWABLE DEMAND: Maximum GPD Water Capacity: 307,849 Maximum GPD Wastewater Capacity: 87,540 Maximum Trip Ends: 5,836 5 EFFECTIVE ALLOWABLE SYSTEM INTENSITIES: GPD/Acre Water: 21,100 GPD/Acre Wastewater: 6.000 Trip Ends/Acre Traffic: 400 6. PERMITTED DEVELOPMENT BASED ON GIVEN MIX OF LAND USES: (b) (c) (d) (e) (f) (a) TOTAL ALLOWABLE DEMAND (1) POTENTIAL UNITS BY UTILITY MAXIMUM PER DEV DEVELOPMENT LAND USES I 'ACRES' WATER --------------------------------I---------------------------------------------------------------------I WASTEWATEF TRANSP I WATER WASTEWATEF TRANSP I UNITS I REGS I ALLOWED/UNIT (2) Detached SF I ---------------------------------------------I ------------------I I ------------ I ---------------------------------- Large Lot I 0 0 0 1 0 0 0 1 0 1 0 1 0 housing units Average Lot I 0 0 0 1 0 0 0 1 0 1 0 1 0 housing units Zero Lot Line I 0 0 0 1 0 0 0 1 0 1 0 1 0 housing units Attached SF I 0 0 0 1 0 0 0 1 0 1 0 1 0 housing units Multifamily 4.50 94,950 27,000 1,800 I 180 173 793 I -73 I 129 I 129 housing units Mobile Home I 0 0 0 1 0 0 0 1 0 1 I 0 housing units Lodging 0 0 0 1 0 0 0 0 1 I 0 rooms Institutional I 0 0 0 1 0 0 0 1 0 1 I 0 square feet Church I I -with day care I 0 0 0 1 0 0 0 1 0 I 0 square feet -w/o day care 0 0 0 1 0 0 0 1 0 1 I 0 square feet Medical Office 0 0 0 1 0 0 0 1 0; I 0 square feet General Office 0 0 0 1 0 0 0 1 0 1 0 square feet Retail, Mixed I 2.405 50,746 14,430 962 I 78 89 58 I 58,239 I I 58,239 square feet Retail, Restaurant I 1 21,100 6,000 400 I 14 13 35 I 12.,300 I I 12,500 square feet Retail, Store I 6.69 141.054 40,110 2,674 I 434 456 557 I 434,011 I I 434.011 square feet Employment Centers I 0 0 0 0 0 0 1 0 1 I 0 square feet Warehouse I 0 0 0 1 0 0 0 1 0 I 0 square feet Mini -Warehouse 0 0 0 1 0 0 0 1 0 I 0 square feet Greenbelt --- ---------------------------------------------------------------------------------------------------- Sub-Total 14.59 - - - - - - - - - - ---------------- (units in this section should ------------------ ------------------------- Road Right -of -Way be multiplied by 1000) TOTAL 14.59 EXHIBIT C 1 DETERMINATION OF PERMITTED DEVELOPMENT GIVEN A MIXED LAND USE PROPOSAL 1. 'DATE': 6-22-95 'PROJECT NAME': Sierra Vista Section Four, Block A and Block B (Block A - 7.905 acres, Block B - 6.685 acres) 2. 'GIVEN': acres of Intensity Level 1 acres of Intensity Level 2 acres of Intensity Level 3 14 59 acres of Intensity Level 4 acres of Intensity Level 5 acres of Intensity Level 6 14.59 TOTAL ACRES 3. ALLOWABLE DEMAND: INTENSITY WATER WASTEWATER TRANSPORTATION LEVEL Peak GPD Average GPD Peak Trip Ends 1 0 0 0 2 0 0 0 3 0 0 0 4 98.045 28,013 1,167 5 0 0 0 6 0 0 0 4. TOTAL ALLOWABLE DEMAND: Maximum GPD Water Capacity: 98,045 Maximum GPD Wastewater Capacity: 28,013 Maximum Trip Ends: 1,167 5. EFFECTIVE ALLOWABLE SYSTEM INTENSITIES. GPD/Acre Water: 6,720 GPD/Acre Wastewater. 1,920 Trip Ends/Acre Traffic 80 6. PERMITTED DEVELOPMENT BASED ON GIVEN MIX OF LAND USES (b) (c) (d) (e) (f) (a) TOTAL ALLOWABLE DEMAND (1) POTENTIAL UNITS BY UTILITY MAXIMUM PER DEV DEVELOPMENT LAND USES 'ACRES' ------------- —------------------ —-- ------------------------------------------------------------------------- WATER WASTEWATEF TRANSP WATER WASTEWATEF TRANSP UNITS REGS ALLOWED/UNIT (2) Detached SF ---------- —---------------------------------- j------------------- i I ------------ I ------------------------------------- Large Lot 0 0 0 0 0 0 j 0 0 0 housing units Average Lot 0 0 0 0 0 0 0 0 0 housing units Zero Lot Line j 0 0 0 0 0 0 j 0 0 0 housing units Attached SF 0 0 0 0 0 0 0 0 0 housing units Multifamily 4.50 30,240 8,640 360 57 55 159 j 55 129 55 housing units Mobile Home 0 0 0 0 0 0 j 0 0 housing units Lodging 0 0 0 0 0 0 j 0 0 rooms Institutional 0 0 0 j 0 0 0 j 0 0 square feet Church j -with day care j 0 0 0 0 0 0 0 0 square feet -w/o day care 0 0 0 j 0 0 0 j 0 j 0 square feet Medical Office j 0 0 0 0 0 0 j 0 0 square feet General Office 0 0 0 0 0 0 j 0 j 0 square feet Retail, Mixed 2.405 16,162 4,618 192 25 28 12 11,648 j 11,648 square feet Retail, Restaurant j 1 6,720 1,920 80 4 4 7 4,1)00 f 4,000 square feet Retail, Store 6.69 44,923 12,835 535 138 146 111 111,370 111.370 square feet Employment Centers 0 0 0 0 0 0 0 j 0 square feet Warehouse 0 0 0( 0 0 0 0 0 square feet Mini -Warehouse 0 0 0 0 0 0 0 0 square feet Greenbelt --- - ------------ ---------------- j---------------------------------------------------------------------------j Sub-Total 14.59 -------- —---------- —------- ----- (units in this section should -------------- j ---------- ------------ ------------------------------------- Road Right -of -Way be multiplied by 1000) TOTAL 14.59 ORDINANCE NO. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS, AMENDING EXHIBIT 1- INTENSITY MAP OF THE CENTURY PLAN - DEVELOPMENT PLAN PASSED AND ADOPTED ON THE 13TH DAY OF MARCH 1990, TO CHANGE A 14.59 ACRE TRACT IN THE RUIDOSA COMPANY AND LEWIS DYCHES SURVEYS, TO BE KNOWN AS SIERRA VISTA SECTION FOUR, LOCATED ON THE IH35 FRONTAGE ROAD SOUTH OF THOUSAND OAKS DRIVE, FROM INTENSITY LEVEL FOUR TO INTENSITY LEVEL SIX; REPEALING CONFLICTING ORDINANCES AND RESOLUTIONS; INCLUDING A SEVERABILITY CLAUSE; AND ESTABLISHING AN EFFECTIVE DATE. WHEREAS, the City Charter of the City of Georgetown was amended by vote of the people in April 1986 such that comprehensive planning was establish as a continuous and ongoing governmental function; and WHEREAS, the City Council did, on March 8, 1988, adopt by Ordinance Number 880097 the Georgetown Century Plan - Policy Plan as the Comprehensive Plan for the City pursuant to Section 1.08 of the City Charter; and WHEREAS, the City Council did, on March 13, 1990, adopt by Ordinance Number 900149 the Georgetown Century Plan - Development Plan as the Land Intensity, Transportation, and Utilities functional plan elements pursuant to Section 1.08 of the City Charter; and WHEREAS, the Century Plan Development Plan contains the Intensity Map designed to assign development intensities throughout the Georgetown Planning Area; and WHEREAS, an application has been made by Elvin L. Gentry, proposing..a restaurant, mixed retail and multifamily development, necessitating changing the intensity assignment of the 14.59 acre tract in the Ruidosa Company and Lewis Dyches Surveys, to be known as Sierra Vista Section Four, located on the IH35 frontage road south of Thousand Oaks Drive, from Intensity Level Four to Intensity Level Six; and WHEREAS, the Planning and Zoning Commission did, on July 6, 1995, conduct a public hearing regarding the proposed amendment to EXHIBIT 1 of the Century Plan - Development Plan; and WHEREAS, notice of such hearing was published in a newspaper of general circulation in the City, which stated the time and place of hearing which time was not earlier than fifteen (15) days for the first day of such publication; and Century Plan Amendment-14.59 acres in the Ruidosa Company and Lewis Dyches Surveys to be known as Sierra Vista Section Four Ordinance No. Page 1 of 3 WHEREAS, written notice was given not less than fifteen (15) days before the date set for the meeting before the Planning and Zoning Commission to all the owners of the lots within two hundred feet of the property, as required by law; and WHEREAS, the applicant for such Plan amendment placed on the property at the 14.59 acre tract in the Ruidosa Company and Lewis Dyches Surveys, located on the IH35 frontage road south of Thousand Oaks Drive, such sign(s) as required by law for advertising the Planning and Zoning Commission hearing, not less than fifteen (15) days before the date set for such hearing; and WHEREAS, the Planning and Zoning Commission did, on July 6, 1995, recommend that the City Council approve the proposed amendment to EXHIBIT 1 of the Century Plan - Development Plan. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS, THAT: SECTION 1. The facts and recitations contained in the preamble of this ordinance are hereby found and declared to be true and correct, and are incorporated by reference herein and expressly made a part hereof, as if copied verbatim. The City Council hereby finds that this ordinance implements the following Policies of the Century Plan - Policy Plan Element: 1. Economic Development Policy 1, which states: "The City will encourage diversified growth and promote business opportunities to create jobs, broaden the tax base and minimize the impact of economic fluctuations", and 2. Growth and Physical Development Policy 1, which states: "The City will ensure that future land use patterns provide economic, cultural, and social activities to all residents, businesses and organizations;" and 3. Growth and Physical Development Policy 2, which states: "The City's regulatory actions will efficiently and effectively implement the Policy Statements and provide the opportunity to seek change with reasonable effort and expense;" as well as the following Goal of the Century Plan - Development Plan Element: 1. Policy 8, Goal A, which states: "The City will prepare and adopt a land use management program to promote orderly growth, address environmental issues, and coordinate provision of City services; " and further finds that the enactment of this ordinance is not inconsistent or in conflict with any other Century Plan Policies, as required by Section 2.03 of the Administrative Chapter of the Century Plan Amendment-14.59 acres in the Ruidosa Company and Lewis Dyches Surveys to be known as Sierra Vista Section Four Ordinance No. Page 2 of 3 Policy Plan. SECTION 2. EXHIBIT 1 - Intensity Map, contained within the Century Plan - Development Plan, is hereby amended by the City Council of the City of Georgetown, Texas, to change the Intensity Level Four designation to Intensity Level Six at the 14.59 acre tract in the Ruidosa Company and Lewis Dyches Surveys, located on the IH35 frontage road south of Thousand Oaks Drive, as shown on Exhibit A of this Ordinance, conditional upon the provision of dedicated public roadway access to the IH35 frontage road via an extension of Rockmoor Drive, and the provision of the required water and wastewater system improvements; these required public improvements to be built or financially secured prior to recordation of the final plat. SECTION 3. All ordinances and resolutions, or parts of ordinances and resolutions, in conflict with this Ordinance are hereby repealed, and are no longer of any force and effect. SECTION 4. If any provision of this ordinance or application thereof to any person or circumstance, shall be held invalid, such invalidity shall not affect the other provisions, or application thereof, of this ordinance which can be given effect without the invalid provision or application, and to this end the provisions of this ordinance are hereby declared to be severable. SECTION 5. The Mayor is hereby authorized to sign this ordinance and the City Secretary to attest. This ordinance shall become effective and be in full force and effect in (10) ten days on and after publication in accordance with the provisions of the Charter of the City of Georgetown. PASSED AND APPROVED on First Reading on the 25th day of July, 1995. PASSED AND APPROVED on Second Reading on the Sth day of August, 1995. ATTEST: Sandra D. Lee City Secretary APPROVED AS TO FORM: Marianne Landers Banks City Attorney THE CITY OF GEORGETOWN: Leo Wood Mayor Century Plan Amendment-14.59 acres in the Ruidosa Company and Lewis Dyches Surveys to be known as Sierra Vista Section Four Ordinance No. Page 3 of 3 EXHIBIT A INTENSITY LEVEL MAP Ills.~_jJ(j�—/ylll : (f..a. .1 •.1--' \--T- ,tom. o � _ii .. •7. J,.• �.� ,-tl✓9ER AND SUPPLY CD•wAnr 2 >•••c ^"t•:: 'S.TJ Ac q3 _ Z?2f/r99 ator•c ,o.. 1 r y D• 13 905 AC as _FER TO 3 2012 I. REFER TO 3 2212 i ua` '- ..rw-a. ...•.c. I t«r.c GEORGETOWN CITY LIMIT w .., .aK ,•\ r REFER TO B rCO, INC. — --•rmrc•r •—•—c �•-c••1 �.as•.. ct— a_ GEOR6E TO.N •••t 7•tr •ro��• C••K ,•� >Ar •.•..•c �..•l �� RAILROAD CO. 796/915 o. ✓r \ro ,o• 3 1814 5,�/,51 60A r 11•11.2 a `o ...c 20.16 AC REf ER TO G.R R.C. >� V- r,- g f -, 7L_iJ1 •7l_ 1 sr 1 4 - .• ''•� o0 c•� (�� I fill' n>sr > 4 ? fl TEzA7 HM7.DE ►l .04/549 1 \ 7699 AC IT Z s T)n U -5rlv1 T,,� \ - r': •> r \ •roo•• IN�CNAtST T . C7'1 �,I 1.1T,1•�j � o , • J� Z Z 0 c� To +DEFER TO / GEO /G� 1 1ri-1 L-201-4 / I 17 1 1�t1� ti11�% i k C•1 r t r r) f+ 'ltiY:K;•.tb;•4►k:.• p ` A c g. .•,J>.> N GEOf.6ETC-. RA CO. _ a•' 1 75, / ro •, S 2N 7• AC L •{ \ w W LAUSACM. of of J 127 SAC) r , \G \ 29^S►C ZU3AC� C.7r of LU W W LAUBACM••Ea�I.3E1.c) �-r J O • 329 / 194 62.92 AC / !it 1e 22.0 / i• I t . �CSEP- __ - 6CrS/70 —r i TEXAS CRUS..ED STONE e _ J«. L;. J7•c =1- 'l•• ( 1 7 S 62 AC- 17162AC +OOAC \ J I. "ILCI It 7910AC LOT 1 9t• 1 / /I !• �• l OJ • 729 :c \� Q+r 5!,(RA,tL / r 1 255/609 i 1/r R wE Rr+E BORG�t 3,5/172 I _ •. ! ; a 3) t 1 Council meeting August 8, 1995 Item No. AGENDA ITEM COVER SHEET SUBJECT: Consider waiving detailed development plan requirement for Annie Purl Elementary School ITEM SUMMARY: Compliance with the Subdivision Regulations is :required for "any new or expanded building or structure" (Section 16010 A.7.a.). However, Section 27050 H. allows the Director of Development Services or the applicant to petition the City Council to waive the detailed development plan (DDP) requirement when it is determines that no significant public benefit will be derived from it. In this case, the Georgetown Independent School District proposes to pave an area approximately 5,000 square feet in size to be used for a play area. This paved area will be located between the cafeteria and the gymnasium and is intended to provide an outdoor play area for use on days when the ground is wet. The Annie Purl Elementary School is located on an existing developed site that is approximately 14 acres in size, with an adjacent ten (10) acres that are used for the soccer fields. Given the size of the parcel, the proposed new pavement represents a small addition to the property. A waiver of the City's detailed development plan requirements should not be considered a waiver of the State's requirements, if any, for the preparation of a water pollution abatement plan. SPECIAL CONSIDERATIONS: None. FINANCIAL IMPACT: None. COMMENTS: The Director of Development Services recommends approval of this waiver. Approval of this agenda item will constitute approval of the requested waiver, unless otherwise specified by the City Council. ATTACHMENTS: Letter from Jim Gunn, GISD Superintendent Submitted Bv. 12 Edward J. arry, AICP - Dir for Hildy L. ngma, AIC Division of Development Services Chief Planner GEORGETOWN INDEPENDENT SCHOOL DISTRICT MARD HERRICK. Ph.D.. Assistant Superintendent of Business " BOB PHILLIPS. Ph.D.. Assistant Superintendent of Secondary Instruction PROGRAM DIRECTORS AND COORDINATORS STEPHANIE BLANCK. Special Education DAVID O'NEILL. Secondary Curriculum LINDA SIMONSON. Elementary Curriculum LINDA HOLMSTROM. Career $ Technology LARRY MOORE. Athletics David Hall Building Official City of Georgetown P. 0. Box 409 Georgetown, Texas 78627 Dear David: JIM GUNN, Ph.D., Superintendent 603 Lakeway Drive Georgetown, Texas 78628 (512) 863-6595 FAX: (512) 819-0303 July 18, 1995 ELEMENTARY PRINCIPALS 10 ANN FORD. Ph.D.. Pickett BRENT BUCK. Williams JACK SHARP. McCoy VERNON KILLEN. Frost PETE ZENNER. Carver TRESA ANDERSON. Purl SECONDARY PRINCIPALS GARY CROWELL. GHS JENNIFER READ. Richarte CARLOS CANTU. GJHS JOE NIX. Ph.D.. Challenge Ctr. The Annie Purl Elementary PTA would like to have an area between the cafeteria and gymnasium hard topped to provide an area for the children to play on when it is too muddy to use the playgrounds. Any assistance you could give us in meeting this need and complying with City ordinances would be appreciated. Sincerely, Jim Gunn Superintendent JG:hs cc: Fritz Daehne Tresa Anderson 0L�tS0[R � ?; JUG I g w%o%- Council meeting August 8, 1995 Item No. AGENDA ITEM COVER SHEET SUB CT: Consideration of a Detailed Development Plan of 16.8018 acres in the Nicholas Porter Survev including Lots 1, 2, 5 and 6, Block 1 of Gabriel Heights Subdivision, known as McCoy Elementary School, requested variances to the Subdivision Regulations and a waiver of the application fee. ITEM SUMMARY: The applicant requests that a DDP for the McCoy Elementary School be approved in order to permit the construction of a 2,000 square foot addition. The proposed DDP requires variances to five (5) sections of the Subdivision Regulations. The first variance request is to permit existing encroachments of the parkin;; lot into the front, side and rear building lines. In some areas the parking lot encroaches into the entire width of the required building line. The alternative to granting this requested variance is to require the removal of the parking area which encroaches. There are actually two (2) requested variances within the next section to be discussed. The Subdivision Regulations require a type "D" bufferyard to be provided between parking lots and streets. The DDP proposes to provide a bufferyard that does not meet the type D standards. The proposed bufferyard also incorporates some safety design elements 'by maintaining a relatively low height and providing spacing between plants for visibility. The other request is to vary from the standard that all parts of the parking lot be within 64 feet from a tree trunk. The DDP includes trees around the perimeter of the parking lot, however some trees would be required in the interior of the parking lot to satisfy that standard. Another variance deals with the spacing of driveways on Williams Drive. Te required distance between the two (2) existing driveways is 400 feet. They are 90 feet apart. The driveways are currently functioning as an entrance only and an exit only and do not appear to be causing traffic problems by being too close to each other. SPECIAL CONSIDERATIONS: The Development Services staff recommended approval of the DDP as submitted by the applicant. At the August 1, 1995, Commission meeting, the applicant requested a change to the DDP as submitted to eliminate the two (2) trees proposed in the interior of the parking lot, which is not consistent with staff's recommendation. The Commission approved the requested change to the DDP. FINANCIAL IMPACT: The applicant requests a waiver of the $1,035 application fee. COMMENTS: At its August 1, 1995, meeting, the Planning and Zoning Commission voted 4-0 to approve a Detailed Development Plan of 16.8018 acres in the Nicholas Porter survey including Lots 1, 2, 5 and 6, Block 1 of Gabriel Heights Subdivision, known as McCoy Elementary School with a modification to provide 10' between the parking spaces and the property line on the east side by removing 2-4 parking spaces. Approval �of variances to the Subdivision Regulations to Sections 33051 A., 34020 G.1. and 34020 G.2. to permit the existing encroachments into the building setback lines, Section 34030 F. to allow a modified type "F" bufferyard and allow portions of the parking lot to be farther than 64 feet from the trunk of a tree, and Section 33044 to allow the two (2) existing driveways onto Williams Drive to remain as long as they are entrance onliy and exit only, after making the required findings of fact. The applicant has submitted revised copies of the DDP which conform to the Planning and Zoning Commission approval. ATTACHMENTS: Staff report and revised DDP Submitted By: Edward J. Barry, AICP - Director Division of Development Services Hildy L. Kingma, AICP Chief Planner DETAILED DEVELOPMENT PLAN OF A 16.8018 ACRE TRACT IN THE NICHOLAS PORTER SURVEY INCLUDING LOTS 19 21 5 AND 6, BLOCK 1 OF GABRIEL HEIGHTS SUBDIVISION, KNOWN AS MCCOY ELEMENTARY SCHOOL, REQUESTED VARIANCES TO THE SUBDIVISION REGULATIONS OWNER/APPLICANT: Dr. Jim Gunn Georgetown Independent School District 603 Lakeway Drive Georgetown, Texas 78628 863-6595 REQUEST: Detailed Development Plan of 16.8018 acres in the Nicholas Porter Survey including Lots 1, 2, 5 and 6, Block 1 of Gabriel Heights Subdivision, known as McCoy Elementary School, as recorded in Volume 463, Page 631 of the Official Deed Records of Williamson County, Texas; requested variances to the Subdivision Regulations. FACTS: Location: 1313 Williams Drive. SEE EXHIBIT A Existing Site: McCoy Elementary School. Existing Zoning: This tract is zoned RS, Residential Single Family which permits school uses. Surrounding Uses and Zoning: North: Gabriel Heights Subdivision, Single. Family Residential (RS and RM-1) South: Single family residential (RS) and little Caesar's Pizza, retail, offices and FasTaco Restaurant(RS and C-1) East: Gabriel Heights Subdivision, duplexes, office park and self storage units (RS, RM-1 and C-1) West: Gabriel Heights Subdivision, Single Family Residential and Jehovah's Witnesses Church (RS) Proposed Use: No change in use is proposed. Detailed Development Plan - McCoy Elementary School DD-95-05 File:GISDMCCY.DDP August 3, 1995 Page 1 Century Plan: The Century Plan Development Plan designates this tract as Intensity Level is 3. SEE EXHIBIT B Notification: The notification requirements have been completed. ANALYSIS: This DDP is being reviewed due to a 2,000 square foot addition to the school, east of the existing building. The Subdivision Regulations require a complete DDP review in the event of additions to existing sites. When the Georgetown Independent School District first submitted building plans for this addition, it was advised of the need to file a DDP of the entire site. The GISD complied with this requirement. Prior to approval of the DDP, as typically required, the City issued a permit to begin construction in order to allow the additional space to be completed before the beginning of the next school year on August 17, 1995. The school was constructed many years before the current set of design standards was adopted. Therefore, the school site is not designed with those standards in mind. For this reason, the site does not conform to several of the standards and variances are requested as part of this DDP submittal. All of the variances requested are a direct result of the existing parking lot that serves the site. Variances: Sections 33051 A., General Design Standards, 34020 G.1. and 34020 G.2. Building Setback Line Standards All impervious coverage, except for specifically exempt structures, are prohibited beyond the front, side and rear setback lines. The school site has existing encroachments of the parking area into the front building line along Williams Drive, into the side building line along the south side and into the rear building line, adjacent to duplex residences fronting Park Lane. The parking lot encroaches into the 25 foot front building line approximately 20 feet. The parking lot encroaches entirely into the ten (10) foot south side building line. The pavement actually extends to the property line at that location. The encroachment into the rear line varies, but extends to the property line at one (1) point. The alternative to not granting this variance is to require that the existing asphalt be removed. Removing the Detailed Development Plan - McCoy Elementary School August 3, 1995 DD-95-05 File:GISDMCCY.DDP Page 2 asphalt may also necessitate redesign of the parking lot since some driveway aisles and parking spaces may be removed. Eliminating spaces is not an important concern, however, since the DDP proposes 22 more spaces than what is required. Section 37030 F. Landscaping Standards for Parking Lots There are actually two (2) variances within this one (1) section of the Subdivision Regulations. The first is to the standard that a type "D" bufferyard be provided between parking lots and streets and the second is to the standard that no part of any parking lot can be farther than 64 feet from a tree trunk. There is a strip of grassy area approximately five (5) feet wide between the parking lot and the Williams Drive right-of-way. As discussed in a previous section of this report, the design standards require a 25 foot strip in which no impervious coverage is permitted, except for specifically exempted structures. The applicant requests a variance to that requirement to allow the five (5) foot strip to remain as is. It is within this planting strip that the required bufferyard is to be provided. Like all other bufferyard types, type "D" has several options from which to choose. The most narrow option, however, is ten (10) feet. The DDP proposes to continue the bufferyard already provided on the west side of the frontage on Williams Drive to this area. That bufferyard meets the specifications for a type "F" with some modification. The proposed bufferyard includes the continuous evergreen hedge similar to the type "F" bufferyard. However, the shrubs will be limited to A four (4) foot height with a two (2) foot space provided between each. These modifications are proposed to address safety concerns on the site. This section of the Subdivision Regulations also requires that all parts of a parking lot must be within 64 feet from the trunk of a tree. The existing parking lot has no trees in the interior of the parking area. Trees are distributed rather well around the perimeter of the parking lot; however, it is not possible to comply with this standard by placing trees on the perimeter only. The parking area is approximately 270 feet by 330 feet. The result is a large area, approximately one-half of the area of the Detailed Development Plan - McCoy Elementary School DD-95-OS File:GISDMCCY.DDP August 3, 1995 Page 3 entire parking lot, that is not within 64 feet of a tree trunk. As indicated on the DDP submitted for review, the applicant proposes to provide two (2) trees near the center of the parking lot. While this does not bring the parking lot into compliance with the standard, it does substantially reduce the aforementioned substandard area. Section 33044 Spacing Between Driveways and Intersections The required distance between driveways on major arterial streets is 400 feet. The school's two (2) driveways onto Williams Drive are approximately 90 feet apart. The eastern driveway is an entrance only and the western one is an exit only. The school has designed them as such to provide a smooth flow of automobile traffic, which uses the driveways to drop off and pick up students. In reality, the driveways do not actually function as two (2) standard separate driveways. The motorists on Williams Drive only need to be aware of the vehicles exiting the western driveway and entering the eastern driveway. The driveway design also permits the vehicles to leave Williams Drive and enter the school property quickly. Getting the vehicles off Williams Drive is an important concern at a location with dramatic peak hour traffic such as this or any other school. The reason why these two (2) driveways work at this site rather than being a detriment to the traffic situation of Williams Drive may be due to the entrance only and exit only design. Any variance granted to permit the two (2) driveways should be conditioned upon the driveways continuing to function as entrance and exit only drives. I After listening to the testimony presented at the Planning and Zoning Commission meeting, and reading the documentation provided by the applicant and the staff's recommendation, the Commission makes the following findings of fact as required by Section 60070 B. of the Subdivision Regulations: "In granting approval of a request for variance the Commission shall make findings that: 1. The public convenience and welfare will be substantially served; and 2. The appropriate use of surrounding property will not be Detailed Development Plan - McCoy Elementary School August 3, 1995 DD-95-05 File:GISDMCCY.DDP Page 4 substantially or permanently impaired or diminished; and 3. The applicant has not created the hardship from which relief is sought; and 4. The variance will not confer upon the applicant a special right or privilege not commonly shared or available to the owners of similar and surrounding property; and 5. The hardship from which relief is sought is not solely of an economic nature; and 6. The variance is not contrary to the public interest; and 7. Due to special conditions, the literal enforcement of the ordinance would result in an unnecessary hardship; and 8. In granting the variance the spirit of the ordinance is observed and substantial justice is done." FEE WAIVER: The applicant requests a waiver of the $1,035 application fee. This will be addressed by the City Council. STAFF RECONEkIENDATION: Approval of a Detailed Development Plan of 16.8018 acres in the Nicholas Porter Survey including Lots 1, 2, 5 and 6, Block 1 of Gabriel Heights Subdivision, known as McCoy Elementary School; Sections 33051 A., 34020 G.1. and 34020 G.2. to permit the existing encroachments into the building setback lines, Section 37030 F. to allow a modified type "'F" bufferyard and allow portions of the parking lot to be farther than 64 feet from the trunk of a tree with two (2) planting islands, and Section 33044 to allow the two (2) existing driveways onto Williams Drive to remain as long as they are entrance only and exit only. P&Z ACTION: Approval of a Detailed Development Plan of 16.8018 acres in the Nicholas Porter survey including Lots 1, 2, 5 and 6, Block 1 of Gabriel Heights Subdivision, known as McCoy Elementary School with a modification to provide 10' between the parking spaces and the property line on the east side by removing 2-4 parking spaces. Approval of variances to the Subdivision Regulations to Sections 33051 A., 34020 G. 1. and 34020 G.2. to permit the existing encroachments into the building setback lines, Section 34030 F. to allow a modified type "F" bufferyard Detailed Development Plan - McCoy Elementary School August 3, 1995 DD-95-05 File:GISDMCCY.DDP Page 5 and allow portions of the parking lot to be farther than 64 feet from the trunk of a tree, and Section 33044 to allow the two (2) existing driveways onto Williams Drive to remain as long as they are entrance only and exit only, after making the required findings of fact. Detailed Development Plan - McCoy Elementary School August 3, 1995 DD-95-05 File:GISDMCCY.DDP Page 6 --,_ � � �3 � _ • N N \v r /Co • "O 00 , i�I I 10'•• 2 P'' � \ � '" - ems/ /\ o• .a , •t :'\ � A \gyp n ' 10. co r / J F �� dl• p, yl o n •, . � o. t o . •0 i r 0 r t f ` N t + t F a 0 'a e. J r \ 9 'P� 'P d' b 1 . — 1 w c t D \\\ 1 + .e d' 0 0 0 .p L A J t J t I b. t t t •o: t , Y t r AA H' .4 ti +w: 0 'V• •�. I ti :h \s N o• 7 n 71 : • }II• a :2• r m N u 0 CD c N N 1 A \ 'O —1 •0 (j) P f r � N yQ I P N NO ID [ x N . I•, m O P G DO \ ux Q A 2 t C 'o z n 0 0 b P i n >ti 0 0 — m up,� •� .fie :o a v cc 00, J—�Oo V I, �l , �� R` mil.///.]\ '�o':::" :::::::' :::: ':' o• �( \ / �! /J\ n 12 to io t it i+, a /p �\\ `,`' "� • Ito �( = /S1 �. 1. � , ee• N n DETERMINATION OF PERMITTED DEVELOPMENT GIVEN A SINGLE LAND USE 1. 'DATE': July 13, 1995 'PROJECT NAME'. McCoy Elementary School Detailed Development Plan 2. 'GIVEN': acres of Intensity Level 1 acres of Intensity Level 2 16.80 acres of Intensity Level 3 acres of Intensity Level 4 acres of Intensity Level 5 acres of Intensity Level 6 16.80 TOTAL ACRES 3. ALLOWABLE DEMAND: INTENSITY WATER LEVEL Peak GPD 1 0 2 0 3 63,175 4 0 5 0 6 0 ------------------------ EXHIBIT B WASTEWATER TRANSPORTATION Average GPD Peak Trip Ends 0 0 0 0 18,146 168 0 0 0 0 0 0 4. TOTAL ALLOWABLE DEMAND: Maximum GPD Water Capacity: 63,175 Maximum GPO Wastewater Capacity: 18,146 Maximum Trip Ends: 168 5. PERMITTED DEVELOPMENT LAND USES Detached SF Large Lot Average Lot Zero Lot Line Attached SF Multifamily Mobile Home Lodging Institutional Church -with day care -w/o day care Medical Office General Office Retail, Mixed Retail, Restaurant Retail, Store Employment Centers Warehouse Mini -Warehouse (a) (b) (C) (d) POTENTIAL UNITS BY UTILITY MAXIMUM PER DEV DEVELOPMENT WATER --------------- ----------------------------------------------------------- WASTEWATER TRANSPORTATION I I --------------- UNITS ---- REGS I ----------------I ---------------------------------------- ALLOWED/UNIT 55 63 I 280 I 55 j I 34 I 34 housing units 63 73 190 I 63 122 I 63 housing units 63 73 190 I 63 163 I 63 housing units 97 104 155 j 97 244 j 97 housing units 120 116 74 I 74 1 486 I 74 housing units 97 94 198 I 94 ! j 94 housing units 329 297 121 I 121 I 121 rooms 184,183 197,239 199,784 I 184,183 j I 184.183 square feet 205,113 218.626 I 10,798 I ! 10,798 I I 10,798 square feet 339,649 362,919 233,358 I 233.358 I I 233,358 square feet 151,862 162,017 52,066 I 52,066 j I 52,066 square feet 173,557 199,406 65,889 I 65,889 j I `� 65,889 square feet 97,192 111.325 10,172 10,172 j I 10,172 square feet 40,497 37,804 14,777 14,777 j I 14,777 square feet 194,384 206,204 34,989 34,989 j I 34,989 square feet 173,557 199,406 36,717 I 36,717 j I 36.717 square feet 1.108,329 1,296,139 280,030 I 280.030 j I 280,030 square feet 15,793,692 ----------- ------ ----------------------- 18,145,944 -------------------------- 646.223 I ---- I ------------------ 646,223 I I - --- I 646.223 square feet ----- - -------------- ----- EXHIBIT C RM � � SC -ALE: I" 100=0" PARK LANE -4 It, s RS RM-1+lb GA GA / MA,rJ AA \ I ® sA \ STING LANDSCAPED AREA A ® G \ '®e \ AREA O GA \ \ �S 755F4 \ A GA I ♦Alt A _ 1 \ W Fo �A A A Emsn DSCAISD.AO A ARS 4A A A _ e 7.57oz \\� 0 Z L O — — — — ' _3_E9 —\ 5 33— 35' 4. Z r 5 *40'E207 5.! t FXISIING �USC Mt:D AItU \ RS FEE— r RM-s q 5 I Sss�� lid I M 7s�.as 1 4-3 vaoPo M114JOoelcr IlYrt r I— I O 75 9. t — — - - RS Y 0 2 C- j-'� , C-1 1 C-1 RS ( L CFS C-1 / I I \ I '•Ew � `N� L!C7tGN\\ � C C 'CLA 4\ 1 �►t! .- I ip°O Roo FXI"tr, SI t3uraw QU T s Williams Drive CITY OF GEORGETOWN NOTICE TO SURROUNDING PROPERTY OF A PUBLIC MEETING r IR 1J n10 1 � 2 4 1 O + � it L�; Notice is hereby given that the City of Georgetown will hold its V gular public meeting of the: PLANNING AND ZONING COMMISSION ❑ BOARD OF ADJUSTMENT This meeting will be held on the ist day of August , 1995, at 6:00 p.m. at its regular meeting place in the Council Chambers, 101 East 7th Street, Georgetown, Texas to consider the proposed: Detailed Development Plan of a 16.8018 acres in the Nicholas Porter Survey, including Gabriel 1ieights Subdivi�icn, Block 1, Lots 1, 2 and 5, known as McCoy Elementary School; and requested variances to the Subdivision Regulations, located 3t 1313 Williams Drive. As one of the owners of adjacent property you are invited to be present at such meeting if you desire to discuss the proposed plan. See attached Exhibit A for more detail. Date:07J17f95 City of Georgetown A copy of the planning report related to this item will be available at the Division of Development Services and the Georgetown Public Library no later than the Friday prior to the meeting described above. For further information phone the Development Services Division at 930-3575. PROPERTY OWNER'S COMMENTS Project Name: DDP - McCoy Elementary School Name of Respondent: ( mtu j m - �W�\ M R c- Address of Respondent:/AOUL4. I-{P LC_-/ S j) e I am in favor: I object: If you wish to submit written comment, please respond by 07 26 95, it will be provided to the Board of Adjustment or Planning and Zoning Commission and City Council. Please reply to: City of Georgetown Development Services Division P. O. Box 409 Georgetown, Texas 78627 DOCUMENTATION OF BASIS FOR REQUESTED VARIANCE Date: 7-14-95 Applicant: Georgetown ISD/McCoy Elementary This request is for a variance from the literal enforcement of Section(s) (1) 37030F, of the Subdivision Regulations. (2) Table 37030-A, and (3) Table 33030-A Give a brief description of the variance requested: (1) to allow some areas of McCo parking lot to be farther than 64' from a tree trunk, (2) to allow a type "F" bufferyard instead of a type "D" bufferyard, and (3) to maintain current entrance and exit driveways at McCoy, You have requested a variance to the design standards of the Subdivision Regulati ; to be able to recommend and approve such a variance, Section 60070 13. of the requires that the Planning and Zoning Commission and City Council must be able tr t the variance is not contrary to the public interest and, due to special condit' enforcement of the ordinance would result in unnecessary hardship." The Council are directed to meet these requirements by making specific findings of fact. fr -1P- to assist the Commission and Council in conducting their deliberations re`;arding y� _ { variance, please complete this form to document how this request will impact the issr 'F below. These issues relate directly to the eight (S) findings of fact tha: must Commission and Council when recommending approval of any variance. Yoi1 additional sheet, or submit this information in the form of a letter. 1. In what manner will the public convenience and welfare be substantially serve The educational opportunities will be enhanced by the renovation work at McCoy Elementary. 2. Will the appropriate use of surrounding property be substantially or permanenti -, diminished in any manner? Provide reasons why you believe your ansv.er to be No, the three variances requested will not change what is already there. 3. What are the hardships involved? How were those hardships created? Ho�v are t,hcs` hardships different from those affecting the rest of the public faced with ?:he enforceme!:: of this same provision? Note that the Commission and Council cannot approve a variance fcr tv;-',ch t ;e hardship claimed is solely of an economic nature. The parking lot, the hedge along Williams Drive, and the entrance and exit driveways already exist at McCoy Elementary, and there is nothing to be gained by changing them. Revised 12/94 4. If the requested variance if approved, will it confer upon the applicant a special right or privilege not commonly shared or available to the owners of similar and surrounding property? Provide reasons why you believe your answer to be supportable. No, McCoy Elementary is uniquely situated on Williams Drive. 5. How is the public interest affected? Good schools make great communities. 6. List the special conditions that affect this property and justify the approv2l See answer to question #3. 7. How will the spirit of the ordinance be observed if this request is granted? This request is in line with what the ordinance is trying to do — improve the quality of life for Georgetown citizens. 8. How will substantial justice be done if this request is granted? This request just seems to make the most sense. Revised t2/94 DOCUMENTATION Or BASIS FOR REQUESTED VARIANCE Date: 3 July 1995 Applicant: Georgetown Independent School District This request is for a variance from the literal enforcement of Section(s) of the Subdivision Regulations. Give a brief description of the variance requested: 27040.B.7 Encroachment of existing land improvements (paving and parking) into yard setbacks at locations around site. You have requested a variance to the design standards of the Subdivision Regulations. In order to be able to recommend and approve such a variance, Section 60070 13. of the Regulations, requires that the Planning and Zoning Commission and City Council must be able to "ensure that the variance is not contrary to the public interest and, due to special conditions, a literal enforcement of the ordinance would result in unnecessary hardship." The Commission and Council are directed to meet these requirements by making specific findings of fact. In order to assist the Commission and Council in conducting their deliberations regarding your requested variance, please complete this form to document how this request will impact the issues described below. These issues relate directly to the eight (8) findings of fact that must be cited by the Commission and Council when recommending approval of any variance. You may attach an additional sheet, or submit this information in the form of a letter. In what manner will the public convenience and welfare be substantially served" The public convenience and welfare will be substantially served by: 1. Not disrupting access and/or creating potentially hazardous conditions without substantial cause at elementary parking area. 2. Not restricting site visibility, thereby mitigating the potential for unsafe, dangerous and/or unlawful activities. y 2. Will the appropriate use of surrounding property be substantially or permanently impaired or diminished in any manner? Provide reasons why you believe your ans%ver to be supportable. Existing minor encroachments have no material effect on use or values or adjacent properties; primary encroachment at Williams Drive is adjacent to public right-of-way and property at south east and east is commercial and has experienced no use impairment. 3. What are the hardships involved? How «,crc those hardships created? I -low are those hardships different from those affecting the rest of the public faced with the enforcement of this same provision? Note that the Commission and Council cannot approve a variance for which the hardship claimed is solely of an economic nature. Removal and required relocation of existing paved area will: 1) compromise ability of staff personell to monitor/observe activity in parking area from school office; 2) create access/egress difficulties for parents, children and staff; and 3) may compromise site access to functions by public and by Revised 12/94 by authorities; and will ultimately serve no public good; an economic hardship is also claimed. 4. If the requested variance if approved, will it confer upon the applicant a special right or privilege not commonly shared or available to the owners of similar and surrounding property? Provide reasons why you believe your answer to be supportable. No special rights or priviledges are requested or will be conferred upon the school district by approval of said request; the variance sought is to accom— modate existing circumstances which fact will indicate have had no impact on the development and use of surrounding property; no variance is requested or sought for new or proposed improvements other than those dictated by the con— straints of existing site development, which development occurred prior to these 5. How is the public interest affected? established and current regulations. The public interest is affected in a positive manner by approval of the requested variance by: 1) enabling continuous operation of McCoy Elementary School by maintenance of site access and existing parking; 2) allowing the district to focus on expenditures of public monies at the site for classroom development and additional landscaping; and 3) allowing occupancy of new classroom additions to proceed on schedule for Fall Semester. 6. List the special conditions that affect this property and justify the approval of the variance.. I. All items for which variance is requested are existing prior to January 1, 1992. 2. Georgetown Independent School District and McCoy Elementary are public entities warranting approval of said variance in the public interest and for the public welfare; no personal profit consideration or business interest is at issue. 7. How will the spirit of the ordinance be observed if this request is granted? 1) Additional landscaping will be provided along Williams Drive for current encroachments and as directed or resolved by the Planning and Zoning Commission; 2) All new construction will comply with the requirements of the ordinance to the extent possible within the constraints of the site; 3) Spaces may be eliminated and planting substituted as required by the Commission. 8. How will substantial justice be done if this request is granted? 1) McCoy Elementary site will receive the stated additional landscape treatment. Revised 12/94 Council Meeting Date: August 8. ] 995 Item No. U AGENDA ITEM COVER SHEET SUBJECT Ordinance authorizing the issuance of the City of Georgetown, Texas Utility System Revenue Bonds, Series 1995A in an amount not to exceed $6,825,000. First Reading, ITEM SUMMARY This is the first reading of the ordinance required for the issuance of $67825,000 Utility System Revenue Bonds. The bid price for these bonds will not be know until just prior to the August 22, 1995 council meeting; therefore, information required for certain portions of the ordinance and exhibit cannot be completed until that time. Proceeds of the bonds will be used to fund utility improvement projects including electric, water and wastewater system improvements for Sun City and other growth, and the water portion of the Berry Creek utilities purchase. SPECIAL CONSIDERATTONS This ordinance has been filed with the City Secretary and published in the local newspaper in accordance with the City Charter. Therefore the caption only must be read on first reading. FINANCIAL IMPACT 40 Interest rates on the bonds will not be known until the bids are received. Although this bond issue was anticipated in the 1994/95 Annual Operating Plan, the build out schedule for Sun City increased resulting in higher costs earlier in the project. A budget amendment will be required. COMMENTS The ordinance has been prepared by McCall, Parkhurst and Horton, the City's bond attorney. ATTACHMENTS Proposed Ordinance. Submitted By: Susan L. Morgan, Director of Finance and Administration Bob Hart, City Manager ORDINANCE NO. ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, V TEXAS UTILITY SYSTEM REVENUE BONDS, SERIES 1995A; AUTHORIZING THE PLEDGE OF CERTAIN NET REVENUES; APPROVING AN OFFICIAL STATEMENT, PAYING AGENT/REGISTRAR AGREEMENT AND OTHER AGREEMENTS RELATED TO THE SALE AND ISSUANCE OF THE BONDS; AND AUTHORIZING OTHER MATTERS RELATED TO THE ISSUANCE OF THE BONDS THE STATE OF TEXAS § COUNTY OF WILLIAMSON § CITY OF GEORGETOWN § WHEREAS, the following Utility System Revenue Bonds of the City of Georgetown are presently outstanding: Utility System Revenue Bonds, Series 1985, dated July 15, 1985, maturity August 15, 1995, now outstanding in the principal amount of $350,000 (the "Series 1985 Bonds"); and Utility System Revenue Bonds, Series 1991, dated January 1, 1991, maturities August 15, 1995 through August 15, 2006 now outstanding in the principal amount of $2,160,000 (the "Series 1991 Bonds"); and Utility System Revenue Refunding Bonds, Series 1991 dated March 15, 1991, maturities August 15, 1995 through August 15, 2005 now outstanding in the principal amount of $8,715,000 (the "Series 1991 Refunding Bonds"); and Utility System Revenue Bonds, Series 1995 dated June 1, 1995, maturities August 15, 1996 through August 15, 2015 now outstanding in the principal amount of $5,200,000 (the "Series 1995 Bonds"); and WHEREAS, the City is authorized to issue additional Utility System Revenue Bonds upon compliance with certain conditions as set forth in the Ordinances authorizing the above -mentioned outstanding bonds; and WHEREAS, the City is in compliance with such additional bond provisions; and WHEREAS, the City Council deems it to be in the best interest of the City to issue additional Utility System Revenue Bonds for the purpose of paying contractual obligations to be incurred by the City for improvements and extensions to the City's combined electric, water and sewer system including (1) reimbursing the City for acquisition of the Berry Creek Water and Wastewater System, (ii) certain improvements necessary to provide water and wastewater service to the Sun City Georgetown Project including reimbursing the City for the costs of certain of such improvements and (iii) payment of professional services including legal, fiscal, architectural, GEORGETOWN/ 199SUTIL: ORDER. DR 1 7-31-93 engineering and any costs of issuance including funding a reserve fund; and WHEREAS, on July 25, 1995 the City Council has adopted a resolution authorizing and directing the city secretary to give notice of intention to issue revenue bonds; and WHEREAS, the notice has been duly published in the Williamson County Sun, which is a newspaper, within the definition of Article 28a, Vernon's Annotated Texas Civil Statutes, as amended, of general circulation in the City, in its issues of July 30, 1995 and August 6, 1995; and WHEREAS, the City has not received a petition from the qualified electors of the City protesting the issuance of such revenue bonds; and WHEREAS, the City hereby finds that the issuance of the Bonds implements Finance Policy 4 of the Century Plan; and WHEREAS, the meeting was open to the public and public notice of the time, place and purpose of said meeting was given pursuant to Chapter 551, Government Code. THEREFORE, BE IT ORDAINED BY THE CITY COUNCEL OF THE CITY OF GEORGETOWN, TEXAS: Section 1. RECITALS, AMOUNT AND PURPOSE OF THE BONDS AND CENTURY PLAN . (a) Recitals, Amount and Purpose of the Bonds. The recitals set forth in the preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this Section. The "City of Georgetown, Texas Utility System Revenue Bonds, Series 1995A" (the "Bonds") are hereby authorized to be issued and delivered in the aggregate principal amount of $6,825,000 for the purposes set forth in the preambles of this Ordinance. (b) Century Plan. The City hereby finds that the issuance of the Bonds implements Finance Policy 4 of the Century Plan - Policy Plan Element, which states; "The City shall develop a strategy to provide sufficient financial resources, for both short term and long term needs of, and Economic Development Policy which states "The City will encourage diversified growth and promote business opportunities to create jobs, broaden the tax base., and minimize the impact of economic fluctuation"; and further finds that the enactment of this Ordinance is not inconsistent or in conflict with any other Century Plan Policies, as required by Section 2.03 of the Administrative Chapter of the Policy Plan. Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND MATURITIES OF BONDS. Each Bond issued pursuant to this Ordinance shall be designated: "CITY OF GEORGETOWN, TEXAS UTILITY SYSTEM REVENUE BOND, SERIES 1995A", and initially there shall be issued, sold, and delivered hereunder fully registered bonds, without interest coupons, dated August 15, 1995, in the respective denominations and principal amounts hereinafter stated, numbered consecutively from R-1 upward (except the initial Bonds delivered to the Attorney General of the State of Texas which shall be numbered T-1 upward), payable to the respective initial Registered Owners thereof (as designated in Section 21 hereof), or to the registered assignee or assignees of said bonds or any portion or portions thereof (in each case, the GEORGETO"/ 1993UTIL: ORDER. DR 1 7-31-93 2 "Registered Owner"), and said bonds shall mature and be payable serially on August 15 in each of the years and in the principal amounts, respectively, as set forth in the following schedules: YEAR AMOUNT YEAR AMOUNT 1996 $25 , 000 2006 $360, 000 1997 25,000 2007 460,000 1998 25,000 2008 490,000 1999 25,000 2009 530,000 2000 35,000 2010 575,000 2001 40,000 2011 665,000 2002 50,000 2012 715,000 2003 50,000 2013 815,000 2004 50,000 2014 850,000 2005 50,000 2015 990,000 The term "Bonds" as used in this Ordinance shall mean and include collectively the bonds initially issued and delivered pursuant to this Ordinance and all substitute bonds exchanged therefor, as well as all other substitute bonds and replacement bonds issued pursuant hereto, and the term "BOND" shall mean any of the Bonds. Section 3. INTEREST. The Bonds scheduled to mature during the years, respectively, set forth below shall bear interest calculated on the basis of a 360-day year composed of twelve 30-day months from the date of delivery of the initial Bonds to specified in the FORM OF BOND set forth in this Ordinance to their respective dates of maturity or earlier redemption at the following rates per annum: YEAR RATE YEAR RATE 1996 % 2006 % 1997 2007 1998 2008 1999 2009 2000 2010 2001 2011 2002 2012 2003 2013 MORGETOWN/ 1995U nL: ORDER. DR 1 7-31-95 3 2004 2014 2005 2015 Interest shall be payable in the manner provided and on the dates stated in the FORM OF BOND set forth in this Ordinance. Section 4. CHARACTERISTICS OF THE BONDS. Registration, Transfer, Conversion and Exchange; Authentication. (a) The City shall keep or cause to be kept at The Bank of New York, New York, (the "Paying Agent/Registrar") books or records for the regis- tration of the transfer, conversion and exchange of the Bonds (the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers, conversions and exchanges under such reasonable regulations as the City and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein pro- vided. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the Registered Owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each Registered Owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The Paying Agent/Registrar shall make a copy of the Registration Books available in the State of Texas. The City shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The City shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Bond or Bonds. Registration of assignments, transfers, conversions and exchanges of Bonds shall be made in the manner provided and with the effect stated in the FORM OF BOND set forth in this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. Except as provided in Section 4(c) of this Ordinance, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign said Bond, and no such Bond shall be deemed to be issued or outstanding unless such Bond is so ex- ecuted. The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for conversion and exchange. No additional ordinances, orders, or resolutions need be passed or adopted by the governing body of the City or any other body or person so as to accomplish the foregoing conversion and exchange of any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in the manner prescribed herein, and said Bonds shall be printed or typed on paper of customary weight and strength. Pursuant to Article 717k-6, Vernon's Annotated Texas Civil Statutes, as amended, and particularly Section 6 thereof, the duty of conversion and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said - Bond, the converted and exchanged Bond shall be valid, incontestable, and, enforceable in the same manner and with the same effect as the Bonds which initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General and registered by the Comptroller GEORGETO"11995U17E: ORDE'R.DR 1 7.31-95 4 of Public Accounts. (b) Payment of Bonds and Interest. The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds at its designated payment and transfer office in Houston, Texas, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the City and the Paying Agent/Registrar with respect to the Bonds, and of all conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the 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 Bonds (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Bonds to be payable only to the Registered Owners thereof, (ii) may be converted and exchanged for other Bonds, (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 Bonds shall be payable, and (vii) shall be administered and the Paying Agent/Registrar and the City shall have certain duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF BOND set forth in this Ordinance. The Bonds initially issued and delivered pursuant to this Ordinance are not required to be, and shall not be, authenti- cated by the Paying Agent/Registrar, but on each substitute Bond issued in conversion of and exchange for any Bond or Bonds issued under this Ordinance the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION Bond, in the form set forth in the FORM OF BOND. (d) Substitute Paying Agent/Registrar. The City covenants with the Registered Owners of the Bonds that at all times while the Bonds are outstanding the City will provide a competent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying Agent/Registrar will be one entity. The City reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 30 days written :notice to the Paying Agent/Registrar, to be effective at such time which will not disrupt or delay payment on the next principal or interest payment date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the City covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by the City. Upon any change in the Paying Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the new GEORC1TOWN71995UT1L: ORDER. DR 17-31.93 5 Paying Agent/Registrar to each Registered Owner of the Bonds, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this. Ordinance shall be delivered to each Paying Agent/Registrar. (e) Book -Entry -Only System. The Bonds issued in exchange for the Bonds initially issued as provided in Section 4(h) shall be issued in the form of a separate single fully registered Bond for each of the maturities thereof registered in the name of Cede & Co., as nominee of The Depository Trust Company of New York ("DTC") and except as provided in subsection (f) hereof, all of the Outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among DTC participants (the "DTC Participant") or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Registered Owner, as shown on the Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC Participant or any person, other than a Registered Owner, as shown on the Registration Books of any amount with respect to principal of or interest on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, but to the extent permitted by law, the City and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose of payment of principal of and interest, with respect to such Bond, for the purposes of registering transfers with respect to such Bond, and for all other purposes of registering transfers with respect to such Bonds, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the Bonds only to or upon the order of the respective Registered Owners, as shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to payment of principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in the Registration Books, shall receive a Bond evidencing the obligation of the City to make payments of principal, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks being mailed to the Registered Owner at the close of business on the Record Date the word "Cede & Co." in this Ordinance shall refer to such new, nominee of DTC. (f) Successor Securities Depository; Transfer Outside Book -Entry -Only System. In the event that the City determines to discontinue the book -entry system through DTC or a successor GEORGETO"11995UTIL: ORDER. DR 17-31-95 6 or DTC determines to discontinue providing its services with respect to the Bonds, the City shall either (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names the Registered Owner transferring or exchanging Bonds shall designate, in accordance with the provisions of this Ordinance. (g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Letter of Representations of the City to DTC attached hereto as Exhibit B. (h) Initial Bonds(s). The Bonds herein authorized shall be initially issued as fully registered Bonds, being one Bond for each maturity in the denomination of the applicable principal amount and the initial Bond(s) shall be registered in the names of the purchaser or the designees thereof as set forth in Section 21 hereof. The initial Bond(s) shall be the Bonds submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the purchaser as set forth in Section 21. Immediately after the delivery of the initial Bond(s), the Paying Agent/Registrar shall cancel the initial Bond(s) delivered hereunder and exchange therefor Bonds in the form of a separate single fully registered Bond for each of the maturities thereof registered in the name of Cede & Co., as nominee of DTC and except as provided in Section 4(f), all of the outstanding Bonds shall be registered in the name: of Cede & Co., as nominee of DTC. Section 5. FORM OF BONDS. The form of the Bonds, including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Bonds initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate variations, omissions or insertions as are permitted or required by this Ordinance. GEORGETO"/ 1995um: ORDER. DR 1 7-31-93 7 FORM OF BOND NO. R- UNITED STATES OF AMERICA PRINCIPAL STATE OF TEXAS AMOUNT COUNTY OF WILLIAMSON CITY OF GEORGETOWN, TEXAS $ UTILITY SYSTEM REVENUE BONDS SERIES 1995A INTEREST DATE OF MATURITY RATE BONDS DATE CUSIP NO. August 15, 1995 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS ON THE MATURITY DATE specified above, the CITY OF GEORGETOWN, in Williamson County, Texas (the "City"), being a political subdivision of the State of Texas, hereby promises to pay to the registered owner set forth above, or registered assigns (hereinafter called the "Registered Owner") the principal amount set forth above, and to pay interest thereon from the Date of the Bonds set forth above, on February 15, 1996 and semiannually on each August 15 and February 15 thereafter to the maturity date specified above, or the date of redemption prior to maturity, at the interest rate per annum specified above; except that if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such principal amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged or converted from is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full. THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Bond shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at maturity, or upon the date fixed for its redemption prior to maturity, at The Bank of New York, New York, which is the "Paying Agent/Registrar" for this Bond at their office in Houston, Texas (the "Designated Payment/Transfer Office"). The payment of interest on this ]Bond shall be made GEORGETOWNI1993UTIL: ORDER.DRI 7.31.93 8 by the Paying Agent/Registrar to the Registered Owner hereof on each interest payment date by check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the City required by the ordinance authorizing the issuance of this Bond (the "Bond Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the Registered Owner hereof, at its address as it appeared on the last business day of the month preceding each such date (the "Record Date") on the registration books kept by the Paying Agent/Registrar (the "Registration Books"). In addition, interest may Ix paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Registered Owner. In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first- class postage prepaid, to the address of each owner of a Bond appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. Notwithstanding the foregoing, during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, payments made to the securities depository, or its nominee, shall be made in accordance with arrangements between the City and the securities depository. ANY ACCRETED INTEREST due at maturity or upon the redemption of this Bond prior to maturity as provided herein shall be paid to the Registered Owner upon presentation and surrender of this Bond for redemption and payment at the Designated Payment/Transfer Office of the Paying Agent/Registrar. The City covenants with the Registered Owner of this Bond that on or before each principal payment date, interest payment date, and accrued interest payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Bond Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. THIS BOND is one of a Series of Bonds dated August 15, 1995, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $6,825,000, for the purpose of paying contractual obligations to be incurred by the City for improvements and extensions to the City's combined electric, water and sewer system including (1) reimbursing the City for acquisition of the Berry Creek Water and Wastewater System, (ii) certain improvements necessary to provide water and wastewater service to the Sun City Georgetown Project including GEORGEM%"/ 1995 U-17L: ORDER. DR 17-31-93 9 reimbursing the City for the costs of certain of such improvements and (iii) payment of professional services including legal, fiscal, architectural, engineering and any costs of issuance including funding a reserve fund. ON AUGUST 15, 2005, or on any date thereafter, the Bonds of this Series maturing on and after August 15, 2006 may be redeemed prior to their scheduled maturities, at the option of the City, with funds derived from any available and lawful source, at par plus accrued interest to the date fixed for redemption as a whole, or in part, and, if in part, in inverse order of stated maturity. NO LESS THAN 30 days prior to the date fixed for any such redemption, the City shall cause the Paying Agent/Registrar to send notice by United States mail, first-class postage prepaid to the Registered Owner of each Bond to be redeemed at its address as it appeared on the Registration Books of the Paying Agent/Registrar at the close of business on the 45th day prior to the redemption date and to major securities depositories, national bond rating; agencies and bond information services; provided, however, that the failure to send, mail or receive such notice, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Bonds. By the date fixed for any such redemption due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or portions thereof which are to be so redeemed. If due provision for such payment is made, all as provided above, the Bonds or portions thereof which are to be so redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the right of the Registered Owner to receive the redemption price from the Paying Agent/Registrar out of the funds provided for such payment. If a portion of any Bonds shall be redeemed a substitute Bonds or Bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the Registered Owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in the Bond Ordinance. DURING ANY PERIOD in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the City and the securities depository. ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Bond Ordinance, this Bond may, at the request of the Registered Owner or the assignee or assignees hereof, be assigned, transferred, converted into and exchanged for a like aggregate principal amount of fully registered bonds, without interest coupons, payable to the appropriate Registered Owner, assignee or assignees, as the case may be, having the same denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of this Bond to the GE0RGET0WNn995uM: ORDER.DR 1 7.31-95 10 Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar at its Designated Payment Transfer Office, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment; of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Bond may be executed by the Registered Owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions hereof from time to time by the Registered Owner. The Paying Agent/Registrar's reasonable standard or customary fees and charges for assigning, transferring, converting and exchanging any Bond or portion thereof will be paid by the City. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to make any such transfer, conversion, or exchange (i) 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, or (ii) with respect to any Elond or any portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date; provided, however, such limitation of transfer shall not be applicable to an exchange by the Registered Owner of the unredeemed balance of the Bond. IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the City, resigns, or otherwise ceases to act as such, the City has covenanted in the Bond Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Registered Owners of the Bonds. IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly authorized, issued and delivered; that all acts, conditions and things required or proper to be performed, exist and be done precedent to or in the authorization, issuance and delivery of this Bond have been performed, existed and been done in accordance with law; and that this Bond is a special obligation and this Bond, together with other obligations of the City, is additionally secured by and payable from a first lien on and pledge of the Net Revenues of the City's Utility System, being the combined Waterworks, Sewer and Electric Light System, including all additions, extensions and improvements thereto which may hereafter be made. THE ISSUER has reserved the right, subject to the restrictions stated in the Bond Ordinance, to issue additional parity revenue bonds which also may be made payable from and secured by a lien on and pledge of, the Net Revenues of the Issuer's Utility System in the same manner and to the same extent as this series of Bonds. THE OWNER HEREOF shall never have the right to demand payment of this obligation out of any funds raised by taxation. GEORGETO /1995UTIL:ORDER.DRI7-31-95 11 BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the City, and agrees that the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each Registered Owner hereof and the City. IN WITNESS WHEREOF, the City has caused this Bond to be signed with the manual or facsimile signature of the Mayor of the City and countersigned with the manual or facsimile signature of the City Secretary of said City, and has caused the official seal of the City to be duly impressed, or placed in facsimile, on this Bond. City Secretary (SEAL) GEORGETOWN/ 1995U M: ORDER. DR 17-31-93 12 Mayor FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Bond is not accompanied by an executed Registration Certificate of the Comptroller of Public Accounts of the State of Texas) It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or replacement of, or in exchange for, a bond, bonds, or a portion of a bond or bonds of a Series which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated The Bank of New York, New York Paying Agent/Registrar M Authorized Representative GWROET0"/1993ML: ORDER. DRI 7-31-95 13 FORM OF ASSIGNMENT: ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee (Please print or typewrite name and address, including zip code, of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. CEORCEMX"/ 19951ML: ORDER. DR 17-31-93 14 NOTICE: The signature above must correspond with the; name of the Registered Owner as it appears upon the front of this Bond in every particular, with- out alteration or enlargement or any change whatsoever. FORM OF REGISTRATION CERTIFICATE OF THE COMPTROLLER OF PUBLIC ACCOUNTS: COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this Comptroller of Public Accounts of the State of Texas (COMPTROLLER'S SEAL) Section 6. DEFINITIONS. As used in this Ordinance, the following terms shall have the meanings set forth below, unless the text hereof specifically indicates otherwise: (a) The term "City" or "Issuer" shall mean the City of Georgetown, in Williamson County, Texas. (b) The term "City Council" shall mean the governing body of the City of Georgetown. (c) The term "Bonds" shall mean the City of Georgetown, Texas Utility System Revenue Bonds, Series 1995A, authorized by this Ordinance. (d) The term "Outstanding Bonds" shall mean the Issuer's, Utility System Revenue Bonds, Series 1985, Utility System Revenue Refunding Bonds, Series 1991, Utility System Revenue Bonds, Series 1991 and Utility System Revenue Bonds, Series 1995. (e) The term "Parity Bonds" shall mean, collectively, the Bonds and the Outstanding Bonds. (f) The term "Additional Bonds" shall mean the additional parity revenue bonds permitted to be issued under the provisions of the ordinances authorizing the Parity Bonds. (g) The terms "Utility System" and "System" shall mean the System created and established for and on behalf of the Issuer under the provisions of the ordinances authorizing the Outstanding Bonds. (h) The terms "Net Revenues" and "Pledged Revenues" shall mean the revenues derived from the operation of the Utility System as such revenues are defined and pledged in Section 10 MORGETOWN/1995um: ORDER.DRI 7-31-95 15 of the ordinance authorizing the Issuer's Utility System Revenue Bonds, Series 1974. (i) The terms "Utility System Revenue Fund," "Utility System Revenue Bonds Interest and Sinking Fund" or "Interest and Sinking Fund," "Utility System Revenue Bonds Reserve Fund" or "Reserve Fund" and "Utility System Contingency Fund" or "Contingency Fund" shall mean the special funds which the City Council has heretofore created and ordered to be established and maintained for the payment of expenses of operating and maintaining the Utility System, and for the payment of principal of and interest on the Parity Bonds and Additional Bonds outstanding against the Utility System, as hereinafter more specifically stated. Section 7. UTILITY SYSTEM. The Utility System, as created and established by the City Council, is comprised of the entire Waterworks System, Sewer System, and Electric Light System, now owned and operated by the City, together with all improvements, extensions and additions thereto which may be made while any Parity Bonds or Additional Bonds remain outstanding against the System. Such System shall be operated on the basis of a fiscal year commencing on September 1 of each year and ending on August 31 of the following year. Section 8. PLEDGE OF REVENUES. (a) The Bonds herein authorized and the Outstanding Bonds shall be equally and ratably secured by and payable from an irrevocable first lien on and pledge of the income and revenues derived and to be derived from the operation of the System, after deducting therefrom the amounts necessary to pay all operating, maintenance, replacement and betterment charges of the System, as required by Article 1113 of the Revised Civil Statutes of Texas, 1925, as amended, and by other applicable statutes of the State of Texas, and the following sections of this Ordinance are cumulative of, and supplemental to, the pertinent provisions of the ordinances authorizing the Outstanding Bonds. (b) The Bonds are being issued as additional parity revenue bonds, defined as Additional Bonds in the ordinance that authorized the City of Georgetown, Texas Utility System Revenue Bonds, Series 1974, and as defined as Additional Bonds in the ordinances that authorized the issuance, sale and delivery of the Outstanding Bonds. Section 9. MAINTENANCE OF RATES. The City hereby covenants and agrees that it will at all times, while any of the Parity Bonds or any Additional Bonds or any interest thereon, are outstanding and unpaid, charge and collect for services rendered by the System rates sufficient to pay all maintenance, depreciation, replacement, betterment, and interest charges, and to provide an Interest and Sinking Fund sufficient to pay the interest and principal of such Bonds as such interest and principal mature, and any outstanding indebtedness of the System, as is required by applicable statutes of Texas. For the benefit of the original purchasers and all subsequent holders of the Parity Bonds, Additional Bonds, or any part thereof, and in addition to all other provisions and covenants in the laws of the State of Texas, and in this Ordinance, it is expressly covenanted that the City shall fix and maintain rates and collect charges for the facilities and services afforded by the System to the City, and to all other customers, which will provide revenues sufficient at all times: (a) to pay all operating, maintenance and replacement charges of the Utility System, as is required by Article 1113 of the Civil Statutes, as amended, and by other applicable statutes of GEOR=O"/1995UTTL: ORDER.DRI 7-31-95 16 the State of Texas; (b) to establish and maintain the Interest and Sinking Fund and the Reserve Fund for the Parity Bonds and for any Additional Bonds; (c) to in addition, all outstanding indebtedness against the Utility pay, gig ySystem, in addition to the Parity Bonds or any Additional Bonds, as and when the same becomes, due; and (d) to provide for the payments into the Contingency Fund as required under the provisions of the ordinances authorizing the issuance of the Parity Bonds. Section 10. UTELITY SYSTEM REVENUE FUND - FLOW OF FUNDS. There shall be deposited into the Revenue Fund (already established), as collected, all revenues derived from the operation of the Utility System, which fund shall be maintained separate and apart from all other funds of the City. Such Revenue Fund shall be maintained in the City's official depository, so long as any Parity Bonds or any Additional Bonds remain outstanding, and shall be administered as follows: (a) Operation and Maintenance Expenses. The money in the Revenue Fund shall be used first for the payment of the reasonable and proper expenses of operating and maintaining the Utility System, including salaries, labor, materials, interest, repairs and extensions necessary to render efficient service. The words "repairs" and "extensions" as used in this paragraph shall be construed to refer only to such repairs and extensions, as in the judgment of the governing body of the City, are necessary to keep the System in operation and render adequate service to the City and the inhabitants thereof, or such as might be necessary to remedy some physical accident or condition which would otherwise impair the security of the Parity Bonds or any Additional Bonds. (b) Bond Fund. The amounts to be paid into the Interest and Sinking Fund (already established and hereinafter called the "Bond Fund"), during each year in which any of the Parity Bonds or any Additional Bonds are outstanding, shall be an amount equal to 100% of the amount required to meet the interest and principal payments falling due on or before the next maturity date of the Parity Bonds or any Additional Bonds then outstanding. On or before the loth day of each month, after payments have been made as required by subsection (a) of this Section, the City shall withdraw from the Revenue Fund and deposit into the Bond Fund an amount not less than the total of 1/12th of the next maturing installment of principal of the Parity Bonds then outstanding, and of any Additional Bonds then outstanding, and 1/6th of the next semiannual installment of interest on the Parity Bonds then outstanding, and any Additional Bonds then outstanding. The moneys in the Bond Fund shall be used solely for the purposes of paying the interest and principal of the Parity Bonds and Additional Bonds until all such bonds have been retired. In the event the income and revenue of the Utility System are insufficient in any month to permit the required deposits into the Bond Fund in full accord with the provisions hereof, then the amount of any deficiency shall be added to the amount otherwise required to be deposited in the Bond Fund in the next month, until all deficiencies are rectified. Concurrently with the delivery of the Bonds to the purchasers thereof, all sums of money received from the purchasers as accrued interest paid on the Bonds shall be placed into the Bond GEORGETOWN/1995UTiL:ORDER.DR17.51.95 17 Fund. (c) Reserve Fund. The City currently has on deposit in the Reserve Fund $ , and has covenanted to maintain a required reserve of $ . Proceeds of the Bonds in the amount of $ will be deposited in the Reserve Fund upon delivery of the Bonds to make the total amount on deposit in the Reserve Fund upon delivery of the Bonds $ .The City covenants and agrees that in the event Additional Bonds are issued as hereinafter provided, the ordinance authorizing such Additional Bonds shall provide for the payment into the Reserve Fund of such additional sums as shall be necessary to permit an accumulation in the Reserve Fund, within five years from the date of the Additional Bonds, as an additional reserve, of an amount of money at least equal to one year's average annual principal and interest requirements on such Additional Bonds then outstanding. The Reserve Fund shall be used to pay principal of or interest on the Parity Bonds and such Additional Bonds falling due at any time for the payment of which there is not money available in the Bond Fund. No payments need be made into the Reserve Fund after there shall have been accumulated and shall exist in said Fund the amount of money herein stipulated; but, if at any time it becomes necessary to use temporarily any part of such Reserve Fund for the payment of principal or interest of the Parity Bonds, or it is otherwise depleted, payments into the Reserve Fund in the amount of $ monthly shall be implemented and continued until such time as such Fund contains the amount of money then required to be on deposit therein. The City's official depository is hereby authorized to invest the money in the Reserve Fund in direct obligations of, or obligations unconditionally guaranteed by the United States Government, having maturities not in excess of five years from the date of the making of such investments, as the City Council may direct. Said obligations shall be deposited in escrow with said depository under an escrow agreement, and if at any time uninvested funds shall be insufficient to permit payment of principal and interest of the Parity Bonds or any Additional Bonds then outstanding, said depository shall sell on the open market such amount of the securities as is required to pay said parity Bonds or Additional Bonds and the interest thereon when due, and shall give due notice thereof to the City. All money resulting; from the maturity of principal and interest of the securities in which the Reserve Fund is invested may be reinvested and accumulated in said Reserve Fund and considered a part thereof and used for and only for the purposes hereinabove provided with respect to said Fund. When the Outstanding Bonds have been paid off, cancelled and retired, the Reserve Fund for the Bonds may be commingled with reserve funds established for series of bonds hereafter issued which are similarly secured and payable from the same source withoutimpairment of the obligation of contract. The City further covenants that when Additional Bonds are issued, the aggregate amount to be accumulated and maintained in the Reserve Fund shall be not less than the average annual principal and interest requirements of all bonds similarly secured, and any additional amount required to be accumulated in the Reserve Fund shall be accumulated therein in not less than five years from the date of the Additional Bonds. (d) Contingency Fund. Based on an annual review of the City's experience as to the cost of repairs and replacement to the Utility System necessitated by the occurring of emergencies, and the recommendation of the City's consulting engineer, the City Council has determined that the Contingency Fund heretofore created and ordered to be established and maintained in the amount of $15,000 is sufficient for the time being. The Contingency Fund shall be used to pay (1) the GEORGETO"/ I995UM: ORDER. DR 17.31-95 18 cost of any repairs or replacements to the Utility System necessitated by the occurring of an emergency and (2) interest on and/or principal of the Parity Bonds or any Additional Bonds, when other funds of the City are insufficient for such purposes. The City covenants and agrees that in the event Additional Bonds are issued, the ordinance authorizing such Additional Bonds shall provide for such appropriate additional or larger amounts to be accumulated in the Contingency Fund as deemed advisable by the City Council, based on an annual review of the City's experience as to the cost of repairs and replacements to the Utility System necessitated by the occurring of emergencies and the recommendation of a consulting engineer. No payments need be made into the Contingency Fund after there shall have been accumulated in said Fund the amount of money then required to be on deposit therein, except that whenever any money is paid out of said Fund, monthly payments into the Fund shall be resumed and continued so that the Fund may be, restored to the required sum. The City's official depository is hereby authorized to invest the money in the Contingency Fund in direct obligations of or obligations unconditionally guaranteed by the United States Government, having maturities not in excess of five years from the date of -the making of such investment, as the City Council may direct. Any obligations in which money is so invested shall be kept in escrow in said depository and shall be promptly sold and the proceeds of sale applied to the making of payments required to be made from the Contingency Fu»d, whenever such payments are required to be made under the foregoing provisions of this Ordinance. (e) Surplus Funds. All monies remaining in the Revenue Fund after the requirements of the foregoing subsections of this Section have been met (including any increased payments into the aforesaid Bond Fund, Reserve Fund and Contingency Fund as may be necessary by reason of the issuance of Additional Bonds in the future under the provisions of the ordinances authorizing the Parity Bonds), and after all deficiencies shall have been made up and all replacements made, shall be either used or accumulated for the making of improvements, extensions and additions to the Utility System, or may, in the discretion of the City be used for any other proper purpose now or hereafter permitted by law, including the use thereof in retiring in advance of maturity any Additional Bonds then outstanding, in accordance with provisions made for their prior redemption or may be used to purchase the Parity Bonds and Additional Bonds on the open market at not exceeding the market value thereof. All Bonds so paid, redeemed or purchased shall be cancelled and shall not be reissued. Nothing herein shall be construed, however, as impairing the right of the City to pay in accordance with the provisions thereof any junior lien bonds hereafter legally issued by it. Section 11. SECURITY FOR FUNDS. All monies which are to be paid into the depository under the provisions of the ordinances authorizing the Parity Bonds shall be secured in accordance with the law of the State of Texas applicable thereto, and the City covenants especially that such money shall be continuously secured by a valid pledge of direct obligations of, or obligations unconditionally guaranteed by, the United States of America, having a par value, or market value when less than par, exclusive of accrued interest, at all times at least equal to the total amount of money on deposit in the several funds of the depository. GEORGETO"11995U77L: ORDER. DR 17-31-93 19 Section 12. ADDITIONAL BONDS. In addition to the right to issue bonds of inferior lien as authorized by the laws of this State, the City reserves the right to issue Additional Bonds from time to time payable from the net income and revenues of the Utility System; and, when issued in compliance with law and the terms and conditions hereinafter appearing, such Additional Bonds shall be equally secured by a first lien on and pledge of the Pledged Revenues; and the Additional Bonds, when issued, shall be payable from the Interest and Sinking Fund and shall be in all respects of equal dignity and on a parity with the Parity Bonds, provided, that in each instance, since the City of Georgetown, Texas Utility System Revenue Bonds, Series 1966 and City of Georgetown, Texas Utility System Revenue Bonds, Series 1977 have been duly paid off and retired, the City may issue Additional Bonds on a parity in all respects, with the Bonds and Parity Bonds (without impairing the obligation of contract with the holder of the Bonds or obligations hereafter issued on a parity therewith) if the following terms and conditions have been met: (1) the applicable laws of the State of Texas in force at such time provide permission for the issuance of such Bonds; (2) each of the funds, being the Bond Fund, Reserve Fund and Contingency Fund contains the amount of money then required to be on deposit therein; (3) the Net Revenues of the Utility System for either the fiscal year or twelve month period next preceding the date of the ordinance authorizing the issuance of the Additional Bonds are certified by a certified public accountant to have been at least equal to orte and one-half times the average annual principal and interest requirement on all Parity Bonds to, be outstanding after the issuance of the Additional Bonds; (4) the aggregate amount to be accumulated and maintained in the Reserve Fund shall be not less than the average annual principal and interest requirements of all bonds similarly secured, and any additional amount required to be accumulated in the Reserve Fund shall be accumulated therein in not less than five years and one month from the date of the Additional Bonds; and (5) the ordinance authorizing the issuance of Additional Bonds shall provide for an identical flow of funds as prescribed by ordinances authorizing the Parity :Bonds. Section 13. MAINTENANCE AND OPERATION. The City hereby covenants and agrees to maintain the facilities of the Utility System in good condition and operate the same in an efficient manner and at a reasonable cost. So long as any Parity Bonds are outstanding, the City covenants and agrees to maintain insurance for the benefit of the holder or holders of such Bonds of the kinds and in the amounts which usually are carried by private companies operating similar properties, and that during such time all policies of insurance shall be maintained in force and kept current as to premium payments. All money received from losses under such insurance policies, other than public liability policies, are hereby pledged as security for such Bonds until and unless the proceeds are paid out in making good the loss or damage in respect of which such proceeds are received, either by replacing the property destroyed or repairing the property damaged, and adequate provision for making good such loss or damage made within ninety days after the date of loss. The payment of premiums for all insurance policies required under the GEORGETO"/ 1995U M. ORDER. DR 1 7.31-95 20 provisions hereof shall be considered as a maintenance and operation expense. Section 14. RECORDS AND ACCOUNTS. The City hereby covenants and agrees that so long as any Parity Bonds, or any interest thereon, remain outstanding and unpaid, it will keep and maintain a proper and complete system of records and accounts pertaining to the operation of the Utility System, separate and apart from all other records and accounts, in which complete and correct entries shall be made of all transactions relating to said System as provided in Article 1113, Revised Civil Statutes of Texas, 1925, as amended, and that the holder or holders of any of the Parity Bonds, or any duly authorized agent or agents of such holders shall have the right at all reasonable times to inspect the System and all properties comprising same. The City further agrees that within sixty days following the close of each fiscal year, it will cause an audit of such books and accounts to be made by an independent firm of certified public accountants, showing the receipt and disbursements for account of the Utility System for the fiscal year, and each such audit, in addition to whatever other matters may be thought proper by the certified public accountant, shall particularly include the following: (a) a detailed statement of the income and expenditures of the Utility System for such fiscal year; (b) a balance sheet as of the end of such fiscal year; (c) the certified public accountant's comments regarding the manner in which the City has carries out the requirements of this Ordinance and his recommendations for any changes or improvements in the operation, records and accounts of the Utility System; (d) a list of the insurance policies in force at the end of the fiscal year on the Utility System properties, setting out as to each policy the amount thereof, the risk covered, the name of the insurer, and the policy's expiration date; (e) a list of the securities which have been on deposit as security for the money in the Bond Fund, the Reserve Fund and the Contingency Fund throughout the fiscal year; a list of the securities, if any, in which the Reserve Fund and the Contingency Fund have been invested, and a statement of the manner in which money in the Utility System Revenue Fund has been secured in such fiscal year; (f) the number of metered and unmetered customers connected with the various departments of the Utility System, showing totals as of the end of the year. Expenses incurred in making the audits above required are to be paid as a maintenance and operation expense. Section 15. SALE, LEASE OR OTHER ENCUMBRANCE OF 'UTILITY SYSTEM. The City hereby covenants, finds and obligates itself not to sell, lease, or in any manner dispose of the Utility System, or any part thereof, including any and all extensions and additions that may be made thereto, until all Bonds shall have been paid in full as to both principal and interest (provided that this covenant shall not be construed to prevent the disposal b:y the City of property GEORGECOWN/ 1995 LML: ORDER. DR 1 7-31-95 21 which in its judgement has become inexpedient to use in connection with the Utility System when other property of equal value has been substituted therefor). Section 16. NO COMPETING SYSTEM. So far as it legally may, the City covenants and agrees, for the protection and security of the Bonds and the holders thereof, from time to time, that it will not grant a franchise for the operation of any competing waterworks, sewer and/or electric light system in the City, until all Bonds issued hereunder shall have been retired. Section 17. REMEDIES IN EVENT OF DEFAULT. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payment of principal of or interest on any Bonds when due, (b) fails to make the payments required by Section 8 of this Ordinance: to be made into the Bond Fund, Reserve Fund and Contingency Fund for the Parity Bonds or any Additional Bonds, or (c) defaults in the observance or performance of any other of the covenants, conditions or obligations set forth in this Ordinance, the holder or holders of any of the Bonds issued hereunder shall be entitled to a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the City Council and other officers of the City to observe and perform any covenant, obligation or condition prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. Section 18. SPECIAL COVENANTS AND CONDITIONS. (a) The City will punctually keep, observe and perform each and every term, covenant and condition on its part to be kept, observed and performed, contained in this Ordinance, and will punctually perform all duties with reference to the Utility System required by the Constitution and laws of the State of Texas, including particularly the making and collecting of such reasonable and sufficient rates and charges for services supplied by the Utility System to the City and to all other customers, adjusting such rates and charges, from time to time, in such manner as will be fully sufficient to meet all the requirements of the ordinances authorizing the Parity Bonds, and the proper segregation and application of the revenues of such System; (b) The City is duly authorized under the laws of the State of Texas to issue the Bonds and to pledge the revenues pledged hereunder, and all necessary action on the part of the City and its City Council for the issuance of the Bonds have been duly and effectively taken, and that the Bonds in the hands of the holders thereof are and will be valid and enforceable obligations of the City in accordance with their terms; (c) The Bonds authorized hereunder shall be special obligations of the City and the holder thereof shall never have the right to demand payment out of funds raised or to be raised by taxation; MORCETO"/1995U M: ORDER. DRI 7-31.95 22 (d) Other than for the payment of the Bonds and the Outstanding Bonds, the rents, revenues and income of the Utility System have not been pledged in any manner to the payment of any debt or obligation of the City nor of said System. Section 19. ORDINANCE TO CONSTITUTE CONTRACT. The provisions of this Ordinance shall constitute a contract between the City and the holder or holders of the Bonds, from time to time, and after the issuance of any of the Bonds, no change, variation or alteration of any kind of the provisions of this Ordinance may be made, unless as herein otherwise provided, until all of the Bonds shall have been paid as to both principal and interest.. Section 20. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE BONDS. The City covenants to refrain from any action which would adversely affect, or to take such action as to ensure, the treatment of the Bonds as obligations described in Section 103 of the Internal Revenue Code of 1986, as amended (the "Code") the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the City covenants as follows: (a) to take any action to assure that no more than 10 percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in Section 141(b)(6) of the Code: or, if more than 10 percent of the proceeds or the projects financed therewith are so used, such amounts, whether or not received by the City, with respect to such private business use, do not, under the terms of this Ordinance, or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Bonds, in contravention of Section 141(b)(2) of the Code; (b) to take any action to assure that in the event that the "private business use" described in subsection (a) hereof exceeds five percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of five 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; (c) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or five percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of Section 141(c) of the Code; (d) to refrain from taking any action which would otherwise result in the Bonds being treated as "private activity bonds" within the meaning of Section 141(b) of the Code; (e) to refrain from taking any action that would result in the Bonds being "federally guaranteed" within the meaning of Section 149(b) of the Code; (f) to refrain from using any portion of the proceeds of the Bonds,, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in Section 148(b)(2) of the Code) which produces a materially higher yield GEORGETOWN/ 1995 Lnn: ORDER. DR 1 7-31.95 23 over the term of the Bonds, other than investment property acquired with (1) proceeds of the Bonds invested for a reasonable temporary period of three years or less or, in the case of a refunding bond, for a period of 30 days or less until such proceeds are needed for the purpose for which the bonds are issued, (2) amounts invested in a bona fide debt service fund, within the meaning of Section 1.148-1(b) of the Treasury Regulations, and (3) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds; (g) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of Section 148 of the Code (relating to arbitrage) and, to the extent applicable, Section 149(d) of the Code (relating to advance refundings); (h) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of Section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under Section 148(f) of the Code; and In order to facilitate compliance with the above covenant (h), a "Rebate Fund" is hereby established by the City for the sole benefit of the United States of America, and such Rebate Fund shall not be subject to the claim of any other person, including without limitation the registered owners of the Bonds. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. For purposes of the foregoing (a) and (b), 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 Bonds. It is the understanding of the City that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the City will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally -recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under Section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the City agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally -recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under Section 103 of the Code. In furtherance of the foregoing, the Mayor, the City Manager, and the Director of Finance of the City may execute any certificates or other GEORGETOWN/ 1995 UM: ORDER. DR 1 7-31.95 24 reports required by the Code and make such elections, on behalf of the City, which may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds. The City covenants to comply with the covenants contained in this section after defeasance of the Bonds. Section 21. SALE OF BONDS. The Bonds are hereby sold and shall be delivered to Legg Mason Wood Walker, Inc. and Southwest Securities, Inc. at the price and in accordance with the terms and provisions of a Bond Purchase Contract in substantially the form attached hereto as Exhibit A, which the Mayor of the City is hereby authorized and directed to execute and deliver and the City Secretary is further authorized and directed to attest such agreement. It is hereby officially found, determined, and declared that the terms of this sale are the most advantageous reasonably obtainable. The Initial Bonds shall be registered in the name of Legg Mason Wood Walker, Inc. Section 22. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall be deemed to be paid, retired, and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section 22, when payment of the principal of such Bond, plus interest thereon to the due date (whether such due date 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 for such payment (1) lawful money of the United States of America sufficient to make such payment, (2) Government Obligations which 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 for the payment of its services until all Defeased Bonds shall have become due and payable or (3) any combination of (1) and (2). At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem t<uces herein levied and pledged or Net Revenues pledged, as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Government Obligations. (b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the City also be invested in Government Obligations, maturing in the amounts and times as hereinbefore set forth, and all income from such Government Obligations received by the Paying Agent/Registrar which is not required for the payment of the Bonds and interest thereon with respect to which such money has been so deposited, shall be turned over to the City, or deposited as directed in writing by the City. (c) The term "Government Obligations" as used in this Section, shall mean direct non -callable obligations of the United States of America, including, obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, which may be United States Treasury obligations such as its State and Local Government Series, which may be in book -entry form. GEORGETO"/ 1993U M; ORDER. DR 17-J 1 AS 25 (d) Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the City shall make proper arrangements to provide and pay for such services as required by this Ordinance. Section 23. CONSTRUCTION FUND. Immediately after the delivery of the Bonds, the City shall cause a Construction Fund to be established with the City's depository bank. The cost of issuance of the Bonds, being legal, fiscal and engineering fees, may be paid from the Fund. The cost of the construction of the System improvements will be paid from this Fund as approved by the City. Section 24. INTEREST EARNINGS ON BOND PROCEEDS. Interest earnings derived from the investment of proceeds from the sale of the Bonds shall be used along with other Bond proceeds for the purpose for which the Bonds are issued set forth in Section 1 hereof; provided 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 20 hereof in order to prevent the Bonds from being arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of this Section. Section 25. APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT, LETTER OF REPRESENTATIONS, AND OFFICIAL STATEMENT. Attached hereto as Exhibit "B" is a substantially final form of Paying Agent/Registrar Agreement with an attached Letter of Representations. Each the Mayor, the City Manager and the Director of Finance are hereby authorized to amend, complete or modify such agreement and the Lever of Representations as necessary and are further authorized to execute such agreement and the City Secretary is hereby authorized to attest such agreement. The City hereby approves the form and content of the Official Statement relating to the Bonds and any addenda, supplement or amendment thereto, and approves the distribution of such Official Statement in the reoffering of the Bonds by the Underwriters in final form, with such changes therein or additions thereto as the officer executing the same may deem advisable, such determination to be conclusively evidenced by his execution thereof. Section 26. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports. The City shall provide annually to each NRMSIR and any SID, within six months after the end of each fiscal year ending in or after 1996, financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 25 of this Ordinance, being the information described in Exhibit C hereto. Any financial statements so to be provided shall be (1) prepared in accordance with the accounting principles described in Exhibit C hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (2) audited, if the City commissions an audit of such statements and the audit is completed within the period durin;9 which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall provide audited financial statements for the applicable fiscal year to each NRMSIR and GEORCZM"/ I995UnL: ORDER. DR 17-31-95 26 any SID, when and if the audit report on such statements become available If the City changes its fiscal year, it will notify each NRMSIR and any SID of the change (and of the date of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC. (b) Material Event Notices. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the Bonds, if such event is material within the meaning of the federal securities laws: A. Principal and interest payment delinquencies; B. Non-payment related defaults; C. Unscheduled draws on debt service reserves reflecting, financial difficulties; D. Unscheduled draws on credit enhancements reflecting financial difficulties; E. Substitution of credit or liquidity providers, or their failure to perform; F. Adverse tax opinions or events affecting the tax-exempt status of the Bonds; G. Modifications to rights of holders of the Bonds; H. Bond calls; I. Defeasances; and J. Release, substitution, or sale of property securing repayment of the Bonds; K. Rating changes. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with Section 26(a) of this Ordinance by the time required by such Section. (c) Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the City in any event will give notice of any deposit made in accordance with Section GEOROETO"/1995ML:ORDER.DRl7-31-95 27 24 that causes the Bonds no longer to be outstanding. The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT 1_:VERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR: OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall comprise a breach of or default under the Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the outstanding Bonds consents to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interest of the holders and beneficial owners of the Bonds. If the City so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with Section 26(a) an explanation, in narrative form, of the reason for the amendment and of the impact of any change in the type of financial information or operating data so provided. The City may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such GEORGMWN/1995M.: ORDER.DRI 7.3193 28 provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds. (d) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: WSRX means the Municipal Securities Rulemaking Board.. "NRMSIR" means each person whom the SEC or its staff has determined to be a nationally recognized municipal securities information repository within the meaning of the Rule from time to time. "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. "SID" means any person designated by the State of Texas or an authorized department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state information depository within the meaning of the Rule from time to time. Section 27. SEVERABILITY. The provisions of this Ordinance are severable; and in case any one or more of the provisions of this Ordinance or the application thereof to any person or circumstance should be held to be invalid, unconstitutional, or ineffective as to any person or circumstance, the remainder of this Ordinance nevertheless shall be valid, and the application of any such invalid provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby. [the remainder of this page intentionally left blank] GEORGETOWN / IMUTIL: ORDER. DR 17-31-95 29 Section 28. EFFECTIVE DATE. This Ordinance shall become effective upon the final passage of this Ordinance, and no petition was received from the qualified electors of the City protesting the issuance of such Bonds. PASSED AND APPROVED on First Reading on the 8th day of August, 1995. PASSED AND APPROVED on Second Reading on the 22nd day, of August, 1995. THE CITY OF GEORGETOWN: By: Leo Wood, Mayor City of Georgetown, Texas ATTEST: Sandra Lee City Secretary APPROVED AS TO FORM: Marianne Landers Banks City Attorney CEORCET0" / 19"1ML: ORDER. DR l 7-31-95 30 EXHIBIT B PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT entered into as of August 15, 1995 (this "Agreement"), by and between the City of Georgetown, Texas (the "Issuer"), and The Bank of New York, New York, a banking corporation duly organized and existing under the laws of the State of New York (the "Bank") . RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its Utility System Revenue Bonds, Series 1995 in the aggregate principal amount of $6,825,000 (the "Securities"), such Securities to be issued in fully registered form only as to the payment of principal and interest thereon; and WHEREAS, the Securities are scheduled to be delivered to the initial purchasers thereof on or about September 19, 1995: and WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection with the payment of the principal of, premium, if any, and interest on said Securities and with respect to the registration, transfer and exchange thereof by the registered owners thereof; and WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the Securities; NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Securities. As Paying Agent for the Securities, the Bank shall be responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the Securities as the same become due and payable to the registered owners thereof, all in accordance with this Agreement and the "Order" (hereinafter defined). The Issuer hereby appoints the Bank as Registrar with respect to the Securities. As Registrar for the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of said Securities and with respect to the transfer and exchange thereof as provided herein and in the "Order. " GGORG'U1993UM: PAYING.AGR 7/21/9i The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Securities. Section 1.02. Compensation. As compensation for the Bank's services as Paying Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Schedule A attached hereto for the first year of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year. In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements and advances incurred or made by the Bank in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). ARTICLE TWO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Acceleration Date" on any Security means the date on and after which the principal or any or all installments of interest, or both, are due and payable on any Security which has become accelerated pursuant to the terms of the Security. "Bank Office" means the designated office of the Bank as indicated on the signature page hereof, except that the payment and registration duties of the Bank will be performed from the Bank's designated office located in Houston, Texas. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Fiscal Year" means the fiscal year of the Issuer, ending September 30. "Holder" and "Security Holder" each means the Person in whose name a Security is registered in the Security Register. "Issuer Request" and "Issuer Order" means a written request or order signed in the name of the Issuer by the Mayor of the Issuer, any one or more of said officials, delivered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political GGORGN1995UTIL: PAYING.AGR7/21/95 2 subdivision of a government. "Predecessor Securities" of any particular Security means every previous Security evidencing all or a portion of the same obligation as that evidenced by such particular Security (and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen Security for which a replacement Security has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the Order). "Redemption Date" when used with respect to any Bond to be redeemed means the date fixed for such redemption pursuant to the terms of the Order. "Order" means the order, ordinance or resolution of the governing body of the Issuer pursuant to which the Securities are issued, certified by the City Secretary of the Issuer or any other officer of the- Issuer and delivered to the Bank. "Responsible Officer" when used with respect to the Bank means the Chairman or Vice - Chairman of the Board of Directors, the Chairman or Vice-chairman of the Executive Committee of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. "Security Register" means a register maintained by the Bank on behalf of the Issuer providing for the registration and transfer of the Securities. "Stated Maturity" means the date specified in the Order the principal of a Security is scheduled to be due and payable. Section 2.02. Other Definitions. The terms "Bank," Issuer," and Securities (Security)" have the meanings assigned to them in the recital paragraphs of this Agreement. The term "Paying Agent/Rdgistrar" refers to the Bank in the performance of the duties and functions of this Agreement. ARTICLE THREE PA YING AGENT Section 3.01. Duties of Paying Agent. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon GI?0R(i1?/1995u'17L: I'AYING.AGR 7/Z 1 /9S 3 surrender of the Security to the Bank at the Bank Office. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each Security when due, by computing the amount of interest to be paid each Holder and preparing and sending checks by United States Mail, first class postage prepaid, on each payment date, to the Holders of the Securities (or their Predecessor Securities) on the respective Record Date, to the address appearing on the Security Register or by such other method, acceptable 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 Securities on the dates specified in the Order. ARTICLE FOUR REGISTRAR Section 4.01. Security Register - Transfers and Exchanges. The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the "Security Register") for recording the names and addresses of the Holders of the Securities, the transfer, exchange and replacement of the Securities and the payment of the principal of and interest on the Securities to the Holders and containing such other information as may be reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and the Bank may prescribe. All transfers, exchanges and replacement of Securities shall be noted in the Security Register. Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the National Association of Securities Deal- ers, 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 Securities. To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof will be completed and new Securities delivered to the Holder or the assignee of the Holder in not more than three (3) business days after the receipt of the Securities to be canceled in an exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar. GEORGE/1995UTIL: PAYING.AGR7/2I/93 4 Section 4.02. Certificates. The Issuer shall provide an adequate inventory of printed Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities will be kept in safekeeping pending their use, and reasonable care will be exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than the care maintained by the Bank for debt securities of other political subdivisions or corporations for which it serves as registrar, or that is maintained for its own securities. Section 4.03. Form of Security Register. The Bank, as Registrar, will maintain the Security Register relating to the registration, payment, transfer and exchange of the Securities in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Security Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Security Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4.04. List of Security 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 Security Register. The Issuer may also inspect the information contained in the Security Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. The Bank will not release or disclose the contents of the Security Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure of the contents of the Security Register, the Bank will notify the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of the Security Register. Section 4.05. Return of Canceled Certificates. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Securities in lieu of which or in exchange for which other Securities have been issued, or which have been paid. Section 4.06. Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby instructs the Bank, subject to the applicable provisions of the Order, to deliver and issue Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as the same does not result in an overissuance. GGORGRJ1995UTIL: PAYING. AGR 7/21/95 5 In case any Security shall be mutilated, or destroyed, lost or stolen, the Bank, in its discretion, may execute and deliver a replacement Security of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Security, or in lieu of and in substitution for such destroyed lost or stolen Security, only after (i) the filing by the Holder thereof with the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Security shall be borne by the Holder of the Security mutilated, or destroyed, lost or stolen. Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06. ARTICLE FIVE THE BANK Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care in the performance thereof. Section 5.02. Reliance on Documents, Etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank. (b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that 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 GWRG['J1993UTIL: PAYING.AGR7/11/95 6 foregoing statement, the Bank need not examine the ownership of any Securities, but is protected in acting upon receipt of Securities containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the 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 Issuer. (e) The Bank may consult with counsel, and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. (0 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 Securities shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness. The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security, or any other Person for any amount due on any Security from its own funds. Section 5.04. May Hold Securities. The Bank, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying Agent/Registrar, or any other agent. Section 5.05. Moneys Held by Bank. The Bank shall deposit any moneys received from the Issuer into a trust account to be held in a fiduciary capacity for the payment of the Securities, with such moneys in the account that exceed the deposit insurance available to the Issuer by the Federal Deposit Insurance Corporation, to be fully collateralized with securities or obligations that are eligible under the laws of the State of Texas and the laws of the United States of America to secure and be pledged as collateral for trust accounts until the principal and interest on such securities have been presented for payment and paid to the owner thereof. Payments made from such trust account shall be made by check drawn on such trust account unless the owner of such Securities shall, at its own expense and risk, request such other medium of payment. Subject to the Unclaimed Property Law of the State of Texas, any money deposited with the Bank for the payment of the principal, premium (if any), or interest: on any Security and remaining unclaimed for three years after the final maturity of the Security has become due and payable will be paid by the Bank to the Issuer if the Issuer so elects, and the Holder of such Security shall hereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to such monies shall thereupon cease. If the Issuer does riot elect, the Bank is Gr.ORGEJ1995UM: PAYING.AGR7l11/93 7 directed to report and dispose of the funds in compliance with Title Six of the Texas Property Code, as amended. Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State District Court located in the State and County where either the Bank Office or the administrative offices of the Issuer is located, and agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction to determine the rights of any Person claiming any interest herein. Section 5.08. Depository Trust Company Services. It is hereby represented and warranted that, in the event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the "Operational Arrangements," effective August 1, 1987, which establishes requirements for securities to be eligible for such type depository trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. Attached hereto is a copy of the Letter of Representations with The Depository Trust Company. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. GEORGE/1993UTIL: PAYING.AGR7/2I/93 8 Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown, on the signature page of this Agreement. Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.05. Successors and Assigns. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed or not. Section 6.06. Severability. In case any provision herein shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in &,iy way be affected or impaired thereby. Section 6.07. Benefits of Agreement. 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 Order 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 Order, the Order 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. GGORGFJ1993UTIL: PAYING.AGR7/21/93 9 Section 6.10. Termination. This Agreement will terminate (i) on the date of final payment of the principal of and interest on the Securities to the 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 Securities of the appointment of a successor Paying Agent/Registrar. Furthermore, the Bank and Issuer mutually agree that the effective date of an early termination of this Agreement shall not occur at any time which would disrupt, delay or otherwise adversely affect the payment of the Securities. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security Register (or a copy thereof), together with other pertinent books and records relating to the Securities, to the successor Paying Agent/Registrar designated and appointed by the Issuer. The provisions of Section 1.02 and of Article Five shall survive and remain in full force and effect following the termination of this Agreement. Section 6.11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. GGORGG/1993UTIL: PAYING.AGR7/11/95 10 IN WITNESS WBEREOF, the parties hereto have executed this Agreement as of the day and year first above written. THE BANK OF NEW YORK, NEW YORK M Title 10161 Centurion Parkway, 3rd Floor Tower Marc Plaza Jacksonville, Florida 32256 Attest: Title [BANK SEAL] CITY OF GEORGETOWN, TEXAS a Mayor 113 East 8th Street, Georgetown, Texas 78627 [ISSUER SEAL] Attest: City Secretary GEORGE/1993U77L: PAYING.AGR7121/95 11 SCHEDULE A Paying Agent/Registrar Fee Schedule Acceptance Fee Annual Administration Fee GEORGE/1995UM: PAYING.AGR7/21/95 Letter of Representations (�I:uur cal' Is.suvrl (Name Ul'Agentl Attention: General Counsel's Office The Depository Trust Company 55 Water Street: 49th Floor New York, NY 10041-0099 Pe: ( Issue DescriptimiI Ladies and Centlemen: (Datu) This letter sets Forth our underst:tndilig witl, respect to certain ,natters relating to the above -referenced issue (the "Bonds-)..'Luetlt %oll act xs trustee. pa%ing went, fiscal went, or otlier went of Issuer with respect to the. Bonds. The Bonds %%III be issued pursuant to) a trust indenh,re. bond resc�lutimi. or other such docu,nent attthc,riiing the issuance of the Bonds (kited l�)9_ (the-Dc�clttilent•'). is clisti,buti,ig t1w 13c,nds tlirc,ii,(,li Tl,e De[N►sito„� Tn;,t (:c,,;,O:ut� ("I)�( C; ). T, iiicliic . I)TC: to ;Icccpt •th►- (3c,iids its ,•lit;ildc li►I• clel)t,sit -,it I)TC.:tiid to ;wt in M.- „nI.11M.I.• with its Cii,lc•s with tc, tic• Ijc►,i(ls• (i,� r :t„cl r\t;c•„t. if ;t,i�, ,, 3kc• thw ;;;+, rcl,rest�ttt:ttic►t,s to I)•rc. 1, 1111or to closing on the Bonds (m , I99—, there shall be deposited with DTC one, Bond ecrtiliccite regristerc'd in the. rl;ime of FTC's nominee. Cede & Co., 10r each stated maturity of thc 13oncls in the f;lcel a111011nts .sct 101111 on Schc-clule A hereto, the: total of which represents IOO`lo of the 1lrincillIll ;cmorint elf snap 13omis. II', however, tile' a�ggregatc principal ;llnourlt of any manirity exceeds $1.50 million, oil(- certificate voll he issued with respect to each S 150 million of principal ;unoullt ;►ncl an aciclitional certificate will he issrled with respect to any renlairling principal arrlount. Each $ I50 million Bond certificate shall bear the Iollowing legend: Unless this certificate is preseritccl Iw an arrthonied represcrrtative of The Depository Trust Company, a New York corporation ("DTC•'), to Issuer or its agent Ior re 6ristration of transfer, exchange, or p;lti,llent, Zinc[ anv certificate' issued is regristered it,the name of Cede & Co. or in such other name m is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entit%' a:s is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE. OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., hats an interest herein. 2. In the event of any solicitation of consents from or voting by holders of the Bonds, Issuer or Agent slla.11 establish a record date for such purposes (with no pro, ision for revocation of consents or votes by subsequent holders) and sliaJl, to the extent possible, send notice of such record date to DTC not less than 1.3 calendar days in advance of such record date. 3. In the event of a full or pautia.1 redemption or an advance refunding of pw l of file outstaulding Bonds, Issuer or Agent shall send a notice to DTC specifying: (a) the aillouilt of the redemption or refunding; (b) in file else of at refunding, file maturity date(s) est;lblisfled under the refunding; and (c) the date such notice is to be mauled to beneficia>I owners or published (the 'Publication Date"). Such notice shall be sent to DTC by a secure nlewis (e.g., legible telecopy, registered or certified mail, overnight delivery) in a timely manner designed to assure that such notice is in DTC's possession no later than the close of business on the business day before the Publication Date. Issuer or Agent shall forward such notice either in a separate secure transmission for each CUSIP number or in a secure transmission for Multiple CUSIP numbers (if applicable) yllich includes a manifest or list of each CUSIP submitted in that transmission. (The p;u-tti- sending such notice shall have a method to verify subsequently the use of such meauls and the timeliness of such notice.) The Publication Date shall be not less than :30 days nor more than 60 clays prior to the redemption date or. in the case of an advance refunding. the elate that the proceeds are deposited in escrow. 4. In the e:yerlt of an IM-itation to tender the Bonds. notice I,v Issuer or A,l,ent to Bonclliolders specihing the tends of the tender and the Publication Date of such notice shall be sent to DTC by a secure lucans ill the, manner set forth in the preceding Paragralll►. 5. All notices and payinent advices Sent to DTC shall contalfl the CUSIP number of the Bonds. 6. Notices to DTC pursuant to Panigrahh a by telecopy shall be sent to DTCs Reorganization Department at (212) 709-6896 c,r 212) 709-6897, and rcct,ipt uf'such notices shall be cclnfinned 1) telephomnj4 ('? 12) 709_6.5 0. Nodces to ITC, hrlrsiumt to Paragr,Tli 2 by maul or by urn ()thc r r►Ic;urs sh;cll I,c sent to: Sirlwr"isc % Prue I{�crrg;rnii;ItMII I)c h;rrhnc rrt "Flee• I)upositc,r, I rntit (:cmrll;trr� Imrr•: 2'3rcl I' hmw 7. ,'Notices to I)'I c Immiant to f amigraph ;l l),,• tcicL•cv\• shall i►, scull tci am"s C.►II Ncrtificatic�ri Department at (516) 227-416A or (Slf) 221 -41W. Ii'the p,uty sc ilding the notice clods not receive u tciccohy receipt ('rom DTC comfiri►►ing th:►t the notice' Iu►s hmn received, stich party sliall telepl►onc (S 16) `?? 7--4070. Notices to DTC pursuant to Parag► iph :3 by nt;►il or by any rather means shall be sviit to: Cull Notification Department The Depository Tnlst Comp;u►v 711 Stew;ut Avenue Carden City, NY 11530-47 19 8. Notices to DTC pumla.11t to, Paragraph 4 and notices of ether actions (including mandatory tenders, ewhanges, and capital changes) by telecopy shall be sent to DTC's Reorganization Department at (212) 709-109:3 or (212) 709-1694, and receipt of such notices shall be confinned by telephoning (212) 709-688 4. Notices to DTC pursuant to the above by mail or by any other means shall be sent to: Manager: Reorganization Department Reorganization \Vindosv The Depository Trust Company "r Hanover Square: 2:3rd Floor New York, NY 1000-4-2695 9. Transactions in the Bonds shall be eli`nble for next -day funds settlement in DTC's Next -Day Funds Settlement ("NDFS") system. A. Interest payments shall be received by Cede & Co., as nominee of DTC, or its registered assigns in next -day Funds on each payment date (or the equivalent in accordance with existing arrangements between Issuer or Agent and DTC). Such payments shall be made payable to the order of Cede & Co. Absent any other existing arrangements such payments shall be addressed as follows: .(anager: Cash Receipts Dividend Department The Depositor`- Trust Company i Hanover Square: 4th Floor New York, NY 10004-2695 B. Principal payments shall be received by Cede & Co.. as nominee of DTC. or its registered assigns in next -day funds on each p;►yntent date (or the e quivalc•nt in accordance wth existing urrangements between Issuer or Agent and DTC. Sllc:ll payrrtents shall be made payable to the order ol*Cede & Co.. and shall he addressed L li)llM 's: NDFS Redemption Department The Depository Trust Company SS «'ater Street: 56th Flcxar New York, NY 10041-0099 10. DTC may direct Issuer or A9ent to use any other tek.- hom, nuu►hCr or address :is tlrr_• rrrtrrrber or address to which notices Or [Mc Ittc•rrts of irrtulvst or I)rirrc-ilt;cl Irr;tv he selit. 11. lit the c%crtt c►f;► rc•dc.•rnptiort, acc•c•Icr;tb(m. c►r -,m.v otlrc•r Sirrril;u tr;ur�;tctioo (�.�.. t� reel, r rrr;rcic ;urcl ;tc.•cVIrtCd ill to Issm-r's or Agelit's iovit;tti(rt) rrc cc "it;rtirt1 a rc•cltrctioo in the';►t�;rc �,ttc plirrcipal :trrrurrrtt (d lic,nc s orrtst;utclirtg or ;ur ;td\', rc•c rc. lrrrrclirr, r,l* Ir,trt (d tree 13orrcls outst;utclirr�. I)'fC:, irr its cliscrc tiorr: (a) err;tv rc•rlrrr st I�tirrr'r (,r A(,(.lrt to iti"rrc• ;rrtcl autlr,•rrtic.,ttr. ;c rrc �v 13r►rrrl cL;rtr• cc rtilic;rtc . r►r (I,) err;►� err:cl:c -,ill:r1►I►roltri;etc rr4,t,rti,►rr ,►rr tlr,• li„rrrl cc rlilic:rlc rrrclic'atirr1, OW Mid •crrMrrrrl r,l �uclr r, rlirc.lir►rr ir► 1►rirr�:il►:tl c �cr (►i irr tlr� �.r„ „I lirr,cl rrratrrril�, irr �c Iric lr r_:rti, llr� r.c rtrlic;clr ��ill I►� I►rc �c rrl� �I I,► I�tirr, r�,r \�� rrt I,rr„r I„ lrr�rrr, rrl rl rt"Irlln. I. 12. It► the. c\,t.nt that Issuer detennines that bencficial (miiers of Bonds shall he able to ohtain crttific<<tecl Bonds, Issuer or Agent shall notify ITC or the availability of Bond certificates. In such event, Issuer or Agent shall issue, transfer, aticl t-•xc:ha nge Bond certificates in appropriate aunounts, as required by DTC and others. 13. DTC may discontinue providing its ie vices m securities depository with respect to the Bolids at any tine by giving reasonable notice to Issuer or Agent (at which time DTC will confirm With Issuer or Agent the aggregate principal amount of Bonds outstand,ing). Under such circumstances. at DTC's request Issuer and Agent shall cooperate fully with DTC by taling appropriate action to make available, one or more separate certificates evidencing Bonds to any DTC Participant liming Bonds credited to its DTC accounts. 14. Nothing herein shall be deemed to require Agent to advance funds on behiilf of Issuer. Notes: A. If there is an Agent (:is defined in this Letter of Represcntadow). Agent as well :is Issuer most sigii this Letter. If there is no Agent. in siQiing this Letter Issuer itself unclert:d es to lxr{orii ,ell of the ohligatioris set fartli herein. B. Under Nike of die MuiucilAd Securities Ridct uklig Bciartl relating to -L-mal deUvery. a municipal securities (leader must be able to drtennine die date that a notice of a lxuti. call or of :ui :tcl.:uice rrfwiduig of a pout of :ui issue is publi lied (die -publicution date").�I lie• estahlishment of .itch a puliGcation elate a addressed in P:tripyli 3 of die Letter. C. Schedule B wnt:uns statements that DTC believes xcurteh• describe DTC, the method of effecting book- entry truis ers of sectuities distributed thri:xigh DTC.:uid (_rrtiun r>` aecl matters. Received and Accepted: THE DEPOSITORY TRUST CO'NIPANY t.wthurizml Oflmrr) Cc: L ntlt•r\trittrr Untlt-m nttrr's C olms 'i Very tntly Fours, B %-: Bv: t Issuer) Atithorized Officers S6giiature) Authorized Uffic•er's Signature) 8. Principal and interest payments on the Securities will be made to OTC. OTC's practice is to credit Oirect Participants' accounts on payable date in accordance with their respective holdings shown on OTC's records unless OTC has reason to believe that it will not receive payment on payable date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of OTC, the Agent, or the Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to OTC is the responsibility of the Issuer or the Agent, disbursement of such payments to Direct Participants shall be the responsibility of OTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. (9. A Beneficial Owner shall give notice to elect to have its Securities purchased cr tendered, through its Participant, to the (Tender/Remarketing] Agent, and shall effect delivery of such SecuritiE!s by causing the Direct Participant to transfer the Participant's interest in the Securities, on OTC's records, to the (Tender/Remarketing] Agent. The requirement for physical delivery of Securities in connection with a demand for purchase or a mandatory purchase will be deemed satisfied when the ownership rights in the Securities are transferred by Direct Participants on OTC's records.] 10. OTC may discontinue providing its services as securities depository with respect to the Securities at any time by giving reasonable notice to the Issuer or the Agent. Under such circumstances, in thE! event that a successor securities depository is not obtained, Security certificates are required to be printed and delivered. 11. The Issuer may decide to discontinue use of the system of book -entry transfers through DTC (or a successor securities depository). In that event, Security certificates will be phntE:d and delivered. 12. The information in this section concerning OTC and OTC's book -entry system has been obtained from sources that the Issuer believes to be reliable, but the Issuer takes no responsibility for the accuracy thereof. 1. This Rider supersedes any contradictory language set forth in the Letter of Representations to which it is appended. 2. With respect to principal and income payments in the Securities: A. DTC shall receive all dividend and interest payments on payable date in same -day funds by 2:30 p.m. ET (Eastern Time). B. Issuer agrees that it or Agent shall provide dividend and interest payment information to a standard announcement service subscribed to by DTC. In the unlikely event that no such service exists, Issuer agrees that it or Agent shall provide this information directly to DTC in advance of the dividend or interest record date as soon as the information is available. This ' information should be conveyed directly to DTC electronically. If electronic transmission is not possible, such information should be conveyed by telephone or facsimile transmission to: The Depository Trust Company Manager, Announcements Dividend Department 7 Hanover Square, 22nd Floor New York, NY .10004 Phone: (212) 709-1270 Fax: (212) 709-1723, 1686 C. Issuer agrees that for dividend and interest payments, it or Agent shall provide automated notification of CUSIP-level detail to the depository no later than noon ET on the payment date. D. DTC shall receive maturity and redemption payments and CUSIP- level detail on the payable date in same -day funds by 2:30 p.m. ET. Absent any other arrangements between Agent and DTC, such payments shall be wired according to the following instructions: II/ I /i/YFI Chemical Bank ABA 021000128 For credit to A/C Depository Trust Company Redemption Account 066-027306 in accordance with existing SDFS payment procedures in he manner set forth in OTC's SDFS Paying Agent Operating Procedures a copy of which has previously been furnished to Agent. E. DTC shall receive all other payments and CUSIP-level detail resulting from corporate actions (such as tender offers or mergers) on the first payable date in same -day funds by 2:30 p.m. ET Absent any other arrangements between the Agent and DTC, such payments shall be wired to the following address: Chemical Bank ABA 021000128 For credit to A/C Depository TrustCompany Reorganization Account 066 0276O -2- iei1e194Si Council Meeting Date: August S. 1995 Item No. AGENDA ITEM COLTER SHEET SUBJECT Ordinance authorizing the issuance of the City of Georgetown, Texas General Obligation Refunding Bonds, Series 1995. First Reading. ITEM SUMMARY This is the first reading of the ordinance required for the issuance of approximately $1,380,000 General Obligation Refunding Bonds. The bid price for these bonds will not be known until just prior to the August 22, 1995 council meeting, therefore, information required for certain portions of the ordinance and exhibit cannot be completed until that time.; The favorable market interest rates and limited issuance costs will reduce the City's debt service payments by a total of $81,610 over the next eight years. Proceeds of the bonds will be used to refinance portions of the City's Series 1986 General Obligation Bonds and Series 1985 Combination Tax and Revenue Certificates of Obligation. SPECIAL CONSIDERATIONS The ordinance has been filed with the City Secretary and published in the local newspaper in accordance with the City Charter. Therefore the caption only must be read on first reading. FINANCIAL IMPACT Interest rates and the exact issuance amount on the bonds will not be known until the bids are received. COMMENTS The ordinance has been prepared by McCall, Parkhurst and Horton, the City's bond attorney. ATTACHMENTS Proposed Ordinance. Submitted By: Susan L. Morgan, Director of Finance and Administration Bob Hart, City Manager Ordinance No. ss4ff� ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION REFUNDING BONDS, SERIES 1995; LEVYING AN AD VALOREM TAX IN SUPPORT OF THE BONDS; APPROVING AN OFFICIAL STATEMENT; AUTHORIZING THE EXECUTION OF A PURCHASE AGREEMENT, AN ESCROW AGREEMENT, AND A PAYING AGENT/REGISTRAR AGREEMENT; MAKING CERTAIN CONTINUING DISCLOSURE COVENANTS UNDER RULE 15C2-12; CALLING CERTAIN OBLIGATIONS FOR REDEl1'IPTION AND ORDAINING OTHER MATTERS RELATING TO THE ISSUANCE OF THE BONDS THE STATE OF TEXAS § COUNTY OF WILLIAMSON § CITY OF GEORGETOWN § WHEREAS, the City of Georgetown, Texas (the "City") has duly issued and there is now outstanding the following bonds, notes and certificates of obligation: City of Georgetown, Texas Combination Tax and Utility System Revenue Certificates of Obligation, Series 1985 dated May 1, 1985 currently outstanding in the aggregate principal amount of $60,000 maturing on May 1 of 1996 (the "Series 1985 Certificates of Obligation"); City of Georgetown, Texas General Obligation Bonds, Series 1986 dated June 1, 1986 currently outstanding in the aggregate principal amount of $1,305,000 maturing on August 1 of the years 1995 through 2003, both inclusive (the "Series 1986 Bonds"); City of Georgetown, Texas General Obligation Refunding Bonds, Series 1991 dated October 1, 1991 currently outstanding in the aggregate principal amount of $1,540,000 maturing on August 1 of the years 1995 through 2001, both inclusive (the "Series 1991 Bonds"); City of Georgetown, Texas Combination Tax and Revenue Certificates of Obligation, Series 1992 dated July 1, 1992 currently outstanding in the aggregate principal amount of $1,525,000 maturing on August 1 of the years 1995 through 2004, both inclusive (the "Series 1992 Certificates of Obligation"); City of Georgetown, Texas Limited Tax Notes, Series 1994 dated November 1, 1994 currently outstanding in the aggregate principal amount of $685,000 maturing on August 15 of the years 1996 through 2001, both inclusive (the "Series 1994 Notes") ; GEORGETOWN/OD: ORDINANC.ALM/31 /95 City of Georgetown, Texas Combination Tax and Revenue Certificates of Obligation, Series 1994 dated July 1, 1994 currently outstanding in the aggregate principal amount of $1,750,000, maturing on August 15 of the years 1995 through 2009, both inclusive (the "Series 1994 Certificates of Obligation"); and WHEREAS, the City now desires to refund the Series 1986 Bonds maturing in the years 1997 through 2003 in the aggregate principal amount of $1,210,000 and the Series 1985 Certificates of Obligations maturing in the year 1996 in the aggregate principal amount of $60,000 (collectively, the "Refunded Obligations"); and WHEREAS, the City Council of the City deems it advisable to Obligations in order to achieve a present value savings of approximately $_ overall savings of $ ; and refund the Refunded and an WHEREAS, Article 717k, Texas Annotated Revised Civil Statutes, as amended ( "Article 717k") authorizes the City to issue refunding bonds and to deposit the proceeds from the sale thereof together with any other available funds or resources, directly with a place of payment (paying agent) for the Refunded Obligations, and such deposit, if made before such payment dates, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, Article 717k further authorizes the City to enter into an escrow agreement with a paying agent for the Refunded Obligations with respect to the safekeeping, investment, reinvestment, administration and disposition of any such deposit, upon such terms and conditions as the City and such paying agent may agree, provided that such deposits, may be invested and reinvested in direct obligations of the United States of America including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, and which shall mature and bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment or prepayment of the Refunded Obligations; and WHEREAS, the Escrow Agreement hereinafter authorized, constitutes an agreement of the kind authorized and permitted by said Article 717k; and WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to maturity within 20 years of the date of the bonds hereinafter authorized; and WHEREAS, the City deems it appropriate to call for redemption the following Refunded Obligations: GEORGErMN/Go: ORDINANC-AM/31ro5 2 REFUNDED OBLIGATION REDEMPTION DATE REDEMPTION PRICE Series 1985 Certificates maturing November 1, 1995 Par May 1, 1996 Series 1986 Bonds maturing on August 1, 1996 Par August 1 in each of the years 1997 through 2003, both inclusive NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS: Section 1. RECITALS, AMOUNT AND PURPOSE OF THE BONDS AND CENTURY PLAN. (a) Recitals, Amount and Purpose. The recitals set: forth in the preamble hereof are incorporated herein and shall have the same force and effect: as if set forth in this section. The bond or bonds of the City of Georgetown, Texas (the "City") are hereby authorized to be issued and delivered in the aggregate principal amount of $ _, for the purpose of providing funds to refund the Refunded Obligations and to pay the costs of issuance in connection with the Bonds. (b) Century Plan The City hereby finds that the issuance of the Bonds implements Finance Policy 4 of the Century Plan - Policy Plan Element, which states; "The City shall develop a strategy to provide sufficient financial resources, for both short term and long term needs", and Economic Development Policy which states "The City will encourage diversified growth and promote business opportunities to create jobs, broaden the tax base, and minimize the impact of economic fluctuation"; and further finds that the enactment of this Ordinance is not inconsistent or in conflict with any other Century Plan Policies, as required by Section 2.03 of the Administrative Chapter of the Policy Plan. Section 2. DESIGNATION, DATE, DENON JINATIONS, NUMBERS AND MATURITIES OF BONDS. Each bond issued pursuant to this Ordinance shall be designated: "CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION ]REFUNDING BOND, SERIES 1995" and initially there shall be issued, sold, and delivered hereunder fully registered bonds, without interest coupons, dated August 15, 1995, in the respective denominations and principal amounts hereinafter stated, numbered consecutively from R-1 upward (except the initial Bonds submitted to the Attorney General of the State of Texas which will be numbered T-1 upward), payable to the respective initial registered owners thereof (as designated in Section 11 hereof), or to the registered assignee or assignees of the Bonds or any portion or portions thereof (in each case, the "Registered Owner"), and the Bonds shall mature and be payable serially on August 1 in each of the years and in the principal amounts, respectively, as set forth in the following schedule: GE.ORGETOWN/GO: ORDINANC.AUT7131/95 3 YEARS AMOUNTS YEARS AMOUNTS 1996 $ 2000 $ 1997 2001 1998 2002 1999 2003 The term "Bonds" as used in this Ordinance shall mean and include collectively the bonds initially issued and delivered pursuant to this Ordinance and all substitute bonds exchanged therefor, as well as all other substitute bonds and replacement bonds issued pursuant hereto, and the term "Bond" shall mean any of the Bonds. Section 3. INTEREST. The Bonds scheduled to mature during the years, respectively, set forth below shall bear interest from the dates specified in the FORM OF BOND set forth in this Ordinance to their respective dates of maturity at the following rates per annum: YEARS 1996 1997 1998 1999 RATES YEARS 2000 2001 2002 2003 RATES Interest shall be payable in the manner provided and on the dates stated in the FORM OF BOND set forth in this Ordinance. Section 4. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer, Conversion and Exchange; Authentication. The City shall keep or cause to be kept at The Bank of New York, New York, Houston, Texas (the "Paying Agent/Registrar") books or records for the registration of the transfer, conversion and exchange of the Bonds (the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers, conversions and exchanges under such reasonable regulations as the City and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein pro- vided within three days of presentation in due and proper form. The Paying; Agent/Registrar shall obtain and record in the Registration Books the address of the Registered Owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each Registered Owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The City shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep GEORGETO"/GO: ORDU4MCAU77/31/95 4 the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The Paying Agent/Registrar shall make a copy of the Registration Books available in the State of Texas. The City shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Bond or Bonds. Registration of assignments, transfers, conversions and exchanges of Bonds shall be made in the manner provided and with the effect stated in the FORM OF BOND set forth in this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. Except as provided in Section 4(c) hereof, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the Bond, and no such Bond shall be deemed to be issued or outstanding unless such Bond is so executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for conversion and exchange. No additional ordinances, orders, or resolutions need be passed or adopted by the governing body of the City or any other body or person so as to accomplish the foregoing conversion and exchange of any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in the manner prescribed herein, and the Bonds shall be of type composition. printed on paper with lithographed or steel engraved borders of customary weight and strength. Pursuant to Article 717k-6, Texas Annotated Revised Civil Statutes, as amended, and particularly Section 6 thereof, the duty of conversion and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the Bond, the converted and. exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Bonds which initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts. (b) Payment of Bonds and Interest. The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and. interest on the Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the City and the Paying Agent/Registrar with respect to the Bonds, and of all conversions and exchanges of Bonds, and all replacements of Bondss, as provided in this Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Registered Owner appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. (c) In General. The Bonds (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Bonds to be payable; only to the Registered Owners thereof, (ii) may be transferred and assigned, (iii) may be converted and exchanged for other Bonds, (iv) shall have the characteristics, (v) shall be signed., sealed, executed and authenticated, (vi) the principal of and interest on the Bonds shall be payable, and (vii) shall be GWRGETOWN/OO: ORDINANCAIM/3M5 5 administered and the Paying Agent/Registrar and the City shall have certain duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF BOND set forth in this Ordinance. The Bonds initially issued and delivered pursuant to this Ordinance are not required to be, and shall not be, authenti- cated by the Paying Agent/Registrar, but on each substitute Bond issued in conversion of and exchange for any Bond or Bonds issued under this Ordinance the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF BOND. (d) Substitute Paying Agent/Registrar. The City covenants with the Registered Owners of the Bonds that at all times while the Bonds are outstanding the City will provide a competent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying Agent/Registrar will be one entity. The City reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 30 days written notice to the Paying Agent/Registrar, to be effective at such time which will not disrupt or delay payment on the next principal or interest payment date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the City covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the ]Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by the City. Upon any change in the Paying Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of the Bonds, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying; Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. (e) Book -Entry -Only System. The Bonds issued in exchange for the Bonds initially issued as provided in Section 4(h) shall be issued in the form of a separate single fully registered Bond for each of the maturities thereof registered in the name of Cede & Co., as nominee of The Depository Trust Company of New York ("DTC") and except as provided in subsection (f) hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among DTC participants (the "DTC Participant") or too any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC GEORGETOWN/GO: ORDINANC.A=/31/95 6 Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Registered Owner, as shown on the Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC Participant or any person, other than a Registered Owner, as shown on the Registration Books of any amount with respect to principal of or interest on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, but to the extent permitted by law, the City and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose of payment of principal of and interest, with respect to such Bond, for the purposes of registering transfers with respect to such Bond, and for all other purposes of registering transfers with respect to such Bonds, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the Bonds only to or upon the order of the respective Registered Owners, as shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to payment of principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in the Registration Books, shall receive a Bond evidencing the obligation of the City to make payments of principal, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks being mailed to the registered owner at the close of business on the Record Date the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. (f) Successor Securities Depository; Transfer Outside Book-Entr}r-Only System. In the event that the City determines to discontinue the book -entry system through DTC or a successor or DTC determines to discontinue providing its services with respect to the Bond, the City shall either (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names the Registered Owner transferring or exchanging; Bond shall designate, in accordance with the provisions of this Ordinance. (g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co.,, as nominee of DTC, all payments with respect to principal of, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Letter of Representations of the City to DTC. (h) Initial Bonds(s). The Bonds herein authorized shall be initially issued as fully registered Bonds, being one Bond for each maturity in the denomination of the applicable principal amount and the initial Bond(s) shall be registered in the names of the underwriter or the GEORGETOWN/GO: ORDINANC.A=131M 7 designees thereof as set forth in Section 12 hereof. The initial Bond(s) shall be the Bonds submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the underwriter as set forth in Section 12. Immediately after the delivery of the initial Bond(s), the Paying Agent/Registrar shall cancel the initial Bond(s) delivered hereunder and exchange therefor Bonds in the form of a separate single fully registered Bond for each of the maturities thereof registered in the name of Cede & Co., as nominee of DTC and except as provided in Section 4(f), all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. Section 5. FORM OF BONDS. The form of the Bonds, including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the: form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Bonds initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance including any reproduction of an opinion of counsel and information regarding the issuance of any bond insurance policy. NO. R- INTEREST RATE FORM OF BOND UNITED STATES OF AMERICA STATE OF TEXAS WILLIAMSON COUNTY CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION REFUNDING BOND SERIES 1995 DATE OF BONDS August 15, 1995 REGISTERED OWNER: PRINCIPAL AMOUNT: MATURITY DATE PRINCIPAL AMOUNT CUSIP NO. DOLLARS ON THE MATURITY DATE specified above, CITY OF GEORGETOWN, TEXAS in Williamson County, Texas (the "City"), being a political subdivision. of the State of Texas, hereby promises to pay to the Registered Owner set forth above, or registered assigns (hereinafter called the Registered Owner) the principal amount set forth above, and to pay interest thereon from August 15, 1995, on February 1, 1996 and semiannually thereafter on each August 1 and February 1 to the maturity date specified above, or the date of redemption prior to maturity, at CEORCEM"MO; ORDINANC.A=/31/93 8 the interest rate per annum specified above calculated on the basis of a 360-day year of twelve 30- day months; except that if this Bond is required to be authenticated and the date of its authenti- cation is later than the first Record Date (hereinafter defined), such principal amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged or converted from is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full. THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Bond shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at maturity or upon the date fixed for its redemption prior to maturity, at The Bank of New York, New York (the "Paying Agent/Registrar") at their office for payment in Houston, Texas (the "Designated Payment/Transfer Office"). The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the Registered Owner hereof on each interest payment date by check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the City required by the ordinance authorizing the issuance of this Bond (the "Bond Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be, sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the Registered Owner hereof, at its address as it appeared on the last business day of the month next preceding each such date (the "Record Date") on the registration books kept by the Paying Agent/Registrar (the "Registration Books"). In addition, interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Registered Owner. In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "'Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first- class postage prepaid, to the address of each owner of a Bond appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. ANY ACCRUED INTEREST due at maturity as provided herein shall be paid to the Registered Owner upon presentation and surrender of this Bond for payment at the Designated Payment/Transfer Office of the Paying Agent/Registrar. The City covenants with the Registered Owner of this Bond that on or before each payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Bond Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where the GEORGETMN/GO: ORDINANC.AUC7/31/95 9 principal corporate trust office of the Paying Agent/Registrar is located are; authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. THIS BOND is one of a series of Bonds dated August 15, 1995, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $1,380,000 FOR THE PURPOSE OF REFUNDING CERTAIN PORTIONS OF THE CITY' S OUTSTANDING GENERAL OBLIGATION DEBT AND TO PAY THE COST OF ISSUANCE IN CONNECTION WITH THE BONDS. THE BONDS are not subject to optional redemption prior to their stated maturities. ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Bond Ordinance, this Bond, or any unredeemed portion hereof, may, at the request of the Registered Owner or the assignee or assignees hereof, be assigned, transferred, converged into and exchanged for a like aggregate principal amount of fully registered Bonds, without interest coupons, payable to the appropriate Registered Owner, assignee or assignees, as the case may be, having the same denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Bond may be executed by the Registered Owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions hereof from time to time by the Registered Owner. The Paying Agent/Registrar's reasonable standard or customary fees and charges for assigning, transferring, converting and exchanging any Bond or portion thereof will be paid by the City. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to make any such transfer, conversion, or exchange during the period commencing on the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date. IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the City, resigns, or otherwise ceases to act as such, the City has covenanted in the Bond Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Registered Owners of the Bonds. GEORMO"/GO: 01DINANC.AM131 /9i 10 IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly authorized, issued, and delivered; that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this Bond have been performed, existed, and been done in accordance with law; and that ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such interest comes due, and as such principal matures, have been levied and ordered to be levied against all taxable property in the City, and have been pledged for such payment, within the limit prescribed by law. BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the City, and agrees that the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each Registered Owner hereof and the City. IN WITNESS WHEREOF, the City has caused this Bond to be signed with the manual or facsimile signature of the Mayor of the City and countersigned with the manual or facsimile signature of the City Secretary, and has caused the official seal of the. City to be duly impressed, or placed in facsimile, on this Bond. City Secretary [CITY SEAL] GWRCEM"/GO: ORMANC.AM/3I/95 11 Mayor FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Bond is not accompanied by an executed Registration Certificate of the Comptroller of Public Accounts of the State of Texas) It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or replacement of, or in exchange for, a Bond, Bonds, or a portion of a Bond or Bonds of a Series which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated LIM The Bank of New York, New York Paying Agent/Registrar Authorized Representative GEORGLrrMN/GO: ORDINANC.AIM/31/95 12 FORM OF ASSIGNMENT ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee (Please print or typewrite name and address, including zip code, of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints , attorney, to register the transfer of the within Bond on the books kept for registration thereof, with full power, of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. NOTICE: The signavire above must correspond with. the name of the Registered Owner as it appears upon the front of this Bond in every particular, with- out alteration or enlargement or any change whatsoever. (MORGETO"/Go: ORDINANC.AU77,31l95 13 FORM OF REGISTRATION CERTIFICATE OF' THE COMPTROLLER OF PUBLIC ACCOUNTS: COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTIER NO. I hereby certify that this Bond has been examined, certified as to validity, and approved by the Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this Comptroller of Public Accounts of the State of Texas [COMPTROLLER'S SEAL] Section 6. TAX LEVY. A special Interest and Sinking Fund (the "Interest and Sinking Fund") is hereby created solely for the benefit of the Bonds, and the Interest and Sinking Fund shall be established and maintained by the City at an official depository bank of the City. The Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the City, and shall be used only for paying the interest on and principal of the Bonds. All ad valorem taxes levied and collected for and on account of the Bonds shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year while any of the Bonds or interest thereon are outstanding and unpaid, the governing body of the City shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the money required to pay the interest on the Bonds as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of the Bonds as such principal matures (but never less than 2 % of the original principal amount of the Bonds as a sinking fund each year); and the tax shall be based on the latest approved tax rolls of the City, with full allowance being made for tax delinquencies and the cost of tax collection. The rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in the City for each year while any of the Bonds or interest thereon are outstanding and unpaid; and the tax shall be assessed and collected each such year and deposited to the credit of the Interest and Sinking Fund. The ad valorem taxes sufficient to provide for the payment of the interest on and principal of the Bonds, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law. Section 7. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall be deemed to be paid, retired, and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section 7, when payment of the principal of such Bond, plus interest thereon to the due date either (1) shall have been made or caused to be made in accordance with the terms thereof, 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 for such payment (1) lawful money of the United States of America sufficient to make such payment, (2) Government Obligations which mature as to principal and interest in such CMRME. /GO:ORDINANC.AUT7/31/95 14 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 for the payment of its services until all Defeased Bonds shall have become due and payable or (3) any combination of (1) and (2). At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied and pledged as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Government Obligations. (b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the City also be invested in Government Obligations, maturing in the amounts and times as hereinbefore set forth, and all income from such Government Obligations received by the Paying Agent/Registrar which is not required for the payment of the Bonds and interest thereon, with respect to which such money has been so deposited, shall be turned over to the City, or deposited as directed in writing by the City. (c) The term "Government Obligations" as used in this Section, shall mean direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, which may be United States Treasury obligations such as its State and Local Government Series, which may be in book - entry form. (d) Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the City shall make proper arrangements to provide and pay for such services as required by this Ordinance. Section 8. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and de- livered, a new Bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter provided. (b) Application for Replacement Bonds. Application for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds shall be made by the Registered Owner thereof to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the Registered Owner applying for a replacement bond shall furnish to the City and to the Paying Agent/Registrar such security or indemnity as may be required by therm to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond, the Registered Owner shall furnish to the City and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Bond, as the case may be. In every case of damage or mutilation of a Bond, the Registered Owner shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated. GEORGEM"/OO: ORDMANC.AM131/93 15 (c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any such Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Bond, the City may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement Bond, the Paying Agent/Registrar shall charge the Registered Owner of such Bond with all legal, printing, and other expenses in connection therewith. Every replacement. Bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed Bond shall be found at any time, or be enforceable by anyone, and shaft be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under this Ordinance. (e) Authority for Issuing Replacement Bonds. In accordance with Section 6 of Article 717k-6, Texas Revised Civil Statutes Annotated, as amended, this Section 8 of this Ordinance shall constitute authority for the issuance of any such replacement. Bond without necessity of further action by the governing body of the City or any other body or person, and the duty of the replacement of such Bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with the effect, as provided in Section 4(a) of this Ordinance for Bonds issued in conversion and exchange for other Bonds. Section 9. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED. The President of the Board of the City is hereby authorized to have control of the Bonds initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Bonds pending their delivery and their investigation, examination, and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Bonds the Comptroller of Public Accounts (or a deputy designated in writing to act for the Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Bonds, and the seal of the Comptroller shall be impressed, or placed in facsimile, on such Certificate. The approving legal opinion of the City's Bond Counsel and the assigned CUSIP numbers may, at the option of the City, be printed on the Bonds issued and delivered under this Ordinance, but neither shall have any legal effect, and shall be solely for the convenience and information of the Registered Owners of the Bonds. In addition, if bond insurance or other credit enhancement is obtained, the Bonds may bear an appropriate legend. Section 10. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE BONDS. The City covenants to take any action necessary to assure, or refrain from any action which would adversely affect, the treatment of the Bonds as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In CEORGETO"/M ORMNANC.AM/31/95 16 furtherance thereof, the City covenants as follows: (a) to take any action to assure that no more than 10 percent of the proceeds of the Bonds or the project 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 are so used, that amounts, whether or not received by the City, with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Bonds, in contraven- tion of section 141(b)(2) of the Code; (b) to take any action to assure that in the event that the "private business use" described in subsection (a) hereof exceeds 5 percent of the proceeds of the Bonds (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; (c) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; (d) to refrain from taking any action which would otherwise result in the Bonds being treated as "private activity bonds" within the meaning of section 141(b) of the Code; (e) to refrain from taking any action that would resullt in the Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code; (f) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Bonds, other than investment property acquired with -- (1) proceeds of the Bonds invested for a reasonable temporary period of 3 years or less or, in the case of a refunding bond, for a period of 30 days or less until such proceeds are needed for the purpose for which the bonds are issued, (2) amounts invested in a bona fide debt service fund, within the meaning of section 1.148-1(b) of the Treasury Regulations, and (3) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds; GEORGBTOWN/M: ORnnvwxc.Aurm/vs 17 (g) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings); and (h) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. In order to facilitate compliance with the above covenant (h), a "Rebate Fund" is hereby established by the City for the sole benefit of the United States of America, and such fund shall not be subject to the claim of any other person, including without limitation the bondholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. For purposes of the foregoing (a) and (b), 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 Bonds. It is the understanding of the City that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the City will not be required to comply with any covenant contained herein to the extent that such modification or expansion, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income; taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the City agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. Section 11. SALE OF BONDS. The Bonds are hereby sold and shall be delivered to Southwest Securities, Inc. (the "Underwriter"), at a price of $ , plus accrued interest to date of delivery, an original issue discount of $ and an Underwriter's discount of $ pursuant to the terms and provisions of a Purchase Agreement in substantially the form attached hereto as Exhibit "A", which the Mayor of the City is hereby authorized and directed to execute and deliver and which the City Secretary is hereby authorized and directed to attest. It is hereby officially found, determined, and declared that the terms of this sale are the most advantageous reasonably obtainable. The initial Bonds shall be registered in the name of Southwest Securities, Inc.. Section 12. APPROVAL OF OFFICIAL STATEMENT. The City hereby approves the form and content of the Official Statement relating to the Bonds and any addenda, supplement or amendment thereto, and approves the distribution of such Official Statement in the reoffering GEORCUrOWN/GO: ORDWANC.A=51/95 18 of the Bonds by the Underwriters in final form, with such changes therein or additions thereto as the officer executing the same may deem advisable, such determination to be conclusively evidenced by his execution thereof. Section 13. APPROVAL OF ESCROW AGREEMENT AND TRANSFER OF FUNDS. The Mayor of the City is hereby authorized and directed to execute and deliver and the City Secretary of the City is hereby authorized and directed to attest an Escrow Agreement in substantially the form attached hereto as Exhibit "B". In Addition, the Mayor, City Manager and Director of Finance are each hereby authorized to execute such subscriptions or other documentation for the purchase of United States Treasury Securities, and to ,authorize the transfer of such funds of the City, as may be necessary for the Escrow Fund. Section 14. APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT AND LETTER OF REPRESENTATIONS. Attached hereto as Exhibit "C" is a substantially final form of the Paying Agent/Registrar Agreement with an attached Letter of Representations. Each of the Mayor, City Manager and Director of Finance are hereby authorized to amend, complete or modify such agreement and the Letter of Representations as necessary and are further authorized to execute such agreement and the City Secretary is hereby authorized to attest such agreement. Section 15. NOTICE OF REDEMPTION. Attached to this Ordinance, as Exhibit "D", and made a part hereof for ,all purposes, are copies of notices of deposit and prior redemption for the Refunded Obligations in substantially final form and such Refunded Obligations described in said notices of prior redemption are hereby called for redemption and shall be redeemed prior to maturity on the dates, places, and at the prices set forth therein. The Mayor, City Manager and Director of Finance are each hereby authorized to amend, complete or modify such notices as necessary to call such Refunded Obligations for redemption. Section 17. NOTICE TO PAYING AGENT. The Refunded Obligations described in Exhibit "D" attached hereto are so called for redemption, and the respective paying agents for the Refunded Obligations are hereby directed to make appropriate arrangements so that such Refunded Bonds may be redeemed on the respective redemption dates. A copy of such notice of redemption shall be delivered to the respective paying agents so mentioned in the notices. Section 18. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports. The City shall provide annually to each NRMSIR and any SID, within six months after the end of each fiscal year ending in or after 1996, financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 12 of this Ordinance, being the information described in Exhibit E hereto. Any financial statements so to be provided shall be (1) prepared in accordance with the accounting principles described in Exhibit E hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (2) audited, if the City commissions an audit of such statements and the audit is completed within the period during; which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall provide audited financial statements for the applicable fiscal year to each NRMSIR and any SID, when and if the audit report on such statements become available. MORGETOWNKID: ORDWANC.ALM/31/95 19 If the City changes its fiscal year, it will notify each NRMSIR and any SID of the change (and of the date of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC. (b) Material Event Notices. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the Bonds, if such event is material within the meaning of the federal securities laws: Bonds; and A. Principal and interest payment delinquencies; B. Non-payment related defaults; C. Unscheduled draws on debt service reserves reflecting financial difficulties; D. Unscheduled draws on credit enhancements reflecting financial difficulties; E. Substitution of credit or liquidity providers, or their failure to perform; F. Adverse tax opinions or events affecting the tax-exempt status of the G. Modifications to rights of holders of the Bonds; H . Bond calls; I. Defeasances; J. Release, substitution, or sale of property securing repayment of the Bonds; K. Rating changes. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with Section 18(a) of this Ordinance by the time required by such Section. (c) Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the City in any event will give notice of any deposit made in accordance with Section 24 that causes the Bonds no longer to be outstanding. GWRGLq*OWN/OO: ORDINANCAM/31/95 20 The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall comprise a breach of or default under the Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the outstanding Bonds consents to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel.) determines that such amendment will not materially impair the interest of the holders and beneficial owners of the Bonds. If the City so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with Section 18(a) an explanation, in narrative form, of the reason for the amendment and of the impact of any change in the type of financial information or operating data so provided. The City may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling; Bonds in the primary CWRG81'0WN,G0: ORDINANC.AM/31/95 21 offering of the Bonds. (d) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: "MSRB" means the Municipal Securities Rulemaking Board. "NRMSIR" means each person whom the SEC or its staff has determined to be a nationally recognized municipal securities information repository within the- meaning of the Rule from time to time. "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. "SID" means any person designated by the State of Texas or an authorized department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state information depository within the meaning of the Rule from time to time. Section 19. SEVERABILITY. The provisions of this Ordinance are severable; and in case any one or more of the provisions of this Ordinance or the application thereof to any person or circumstance should be held to be invalid, unconstitutional, or ineffective as to any person or circumstance, the remainder of this Ordinance nevertheless shall be valid, and the application of any such invalid provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby. Section 20. EFFECTIVE DATE. This Ordinance shall become effective upon the final passage of this Ordinance, and no petition was received from the qualified electors of the City protesting the issuance of such Certificates. GWRGETOWN/GO: ORDWMC.AU'r/31/93 22 PASSED AND APPROVED on First Reading on the 8th day of August, 1995. PASSED AND APPROVED on Second Reading on the 22nd day of August, 1995. Leo Wood, Mayor City of Georgetown, Texas ATTEST: Sandra Lee, City Secretary APPROVED AS TO FORM: Marianne Landers Banks City Attorney GHORGETOWN/GO: ORDINANC.AUn/31/93 23 EXHIBIT A PURCHASE AGREEMENT GWRCLrrO"/00:OIMDq NCA=131/95 A-1 EXHIBIT B ESCROW AGREEMENT City of Georgetown, Texas General Obligation Bonds, Series 1986 City of Georgetown, Texas Combination Tax and Revenue Certificates of Obligation Series 1985 THIS ESCROW AGREEMENT, dated as of August 15, 1995 (herein, together with any amendments or supplements hereto, called the "Agreement") is entered into by and between the City of Georgetown, Texas (herein called the "Issuer") and The Bank of New York, New York, as escrow agent (herein, together with any successor in such capacity, called the "Escrow Agent"). The addresses of the Issuer, the Escrow Agent, bond rating agencies and bond insurance company are shown on Exhibit "A" attached hereto and made a part hereof. WITNESSETH: WHEREAS, the Issuer heretofore has issued and there presently remain outstanding the obligations described in Exhibit "B" attached hereto (the "Refunded Obligations"); and WHEREAS, the Refunded Obligations are scheduled to come due in such years, bear interest at such rates, and be payable at such times and in such amounts as are set forth in Exhibit "C" attached hereto and made a part hereof; and WHEREAS, when firm banking arrangements have been made for the payment of all principal, interest and redemption premium, if any, of the Refunded Obligations when due, then the Refunded Obligations shall no longer be regarded as outstanding except for the purpose of receiving payment from the funds provided for such purpose; and WHEREAS, Article 717k, Vernon's Annotated Texas Civil Statutes ("Article 717k") authorizes the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof, and any other available funds or resources, directly with any place of payment (paying agent) for any of the Refunded Obligations, and such deposit, if made before such payment dates and in sufficient amounts, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, Article 717k further authorizes the Issuer to enter into an escrow agreement with any such paying agent for any of the Refunded Obligations with respect to the safekeeping, investment, administration and disposition of any such deposit, upon such terms and conditions as the Issuer and such paying agent may agree, provided that such deposits may be invested only in direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, and which may GWRGLITOWN/co: escaow.wca 7n1r95 be in book -entry form, and which shall mature and/or bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment of ]')rincipal, interest and redemption premium, if any, on the Refunded Obligations when due; and WHEREAS, The Bank of New York as the paying agent for a portion of the Refunded Obligations shall act as Escrow Agent, and this Escrow Agreement constitutes an escrow agree- ment of the kind authorized and permitted by said Article 717k and such Bank has signed this agreement acknowledging same; and WHEREAS, Article 717k makes it the duty of the Escrow Agent to comply with the terms of this Agreement and timely make available to any place of payment (paying agent) for the Refunded Obligations the amounts required to provide for the payment of the principal of, interest and redemption premium, if any, on such obligations when due, and in accordance with their terms, but solely from the funds, in the manner, and to the extent provided in this Agreement; and WHEREAS, the issuance, sale, and delivery of City of Round Rock, Texas Waterworks and Sewer System Revenue Refunding Bonds, Series 1995 (the "Refunding Obligations") have been duly authorized to be issued, sold, and delivered for the purpose of obtaining funds required to provide for the payment of the principal of, interest and redemption premium, if any, on the Refunded Obligations when due; and WHEREAS, the Issuer desires that, concurrently with the delivery of the Refunding Obligations to the purchasers thereof, certain proceeds of the Refunding Obligations, together with certain other available funds of the Issuer, if any, shall be applied to purchase certain direct obligations of the United States of America hereinafter defined as the "Escrowed Securities" for deposit to the credit of the Escrow Fund created pursuant to the terms of this Agreement and to establish a beginning cash balance (if needed) in such Escrow Fund; and WHEREAS, the Escrowed Securities shall mature and the interest thereon shall be payable at such times and in such amounts so as to provide moneys which, together with cash balances from time to time on deposit in the Escrow Fund, will be sufficient to pay interest on the Refunded Obligations as it accrues and becomes payable, the redemption premium, if any, and the principal of the Refunded Obligations as it becomes due and payable; and WHEREAS, to facilitate the receipt and transfer of proceeds of the Escrowed Securities, particularly those in book -entry form, the Issuer desires to establish the Escrow Fund at a corporate trust office of the Escrow Agent; and WHEREAS, the Escrow Agent is a party to this Agreement to acknowledge its acceptance of the terms and provisions hereof; GEORG1TOWN/co: 'MCR(1W.AGR 7/31/91 2 NOW, THEREFORE, in consideration of the mutual undertakings, promises and agreements herein contained, the sufficiency of which hereby are acknowledged, and to secure the full and timely payment of principal of and the interest on the Refunded Obligations, the Issuer and the Escrow Agent mutually undertake, promise, and agree for themselves and their respective representatives and successors, as follows: ARTICLE I DEFINITIONS AND INTERPRETATIONS Section 1.01. Definitions. Unless the context clearly indicates otherwise, the following terms shall have the meanings assigned to them below when they are used in this Agreement: "Escrow Fund" means the fund created by this Agreement to be administered by the Escrow Agent pursuant to the provisions of this Agreement. "Escrowed Securities" means the direct noncallable, nonprepayable United States Treasury obligations described in Exhibit "D" attached to this Agreement, or cash or other direct noncallable, nonprepayable obligations of the United States of America. Section 1.02. Other Definitions. The terms "Agreement," "Issuer, " "Escrow Agent," "Refunded Obligations," "Refunding Obligations" and "Paying Agent," when they are used in this Agreement, shall have the meanings assigned to them in the preamble to this Agreement. Section 1.03. Interpretations. The titles and headings of the articles and sections of this Agreement have been inserted for convenience and reference only and are not to be considered a part hereof and shall not in any way modify or restrict the terms hereof„ This Agreement and all of the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to achieve the intended purpose of providing for the refunding of the Refunded Obligations in accordance with applicable law. ARTICLE II DEPOSIT OF FUNDS AND ESCROWED SECURITIES Section 2.01. Deposits in the Escrow Fund. Concurrently with the sale and delivery of the Refunding Obligations the Issuer shall deposit, or cause to be deposited, with the Escrow Agent, for deposit in the Escrow Fund, the funds and Escrowed Securities described herein, and the Escrow Agent shall, upon the receipt thereof, acknowledge such receipt to the Issuer in writing. ARTICLE III CREATION AND OPERATION OF ESCROW FUND Section 3.01. Escrow Fund. The Escrow Agent has created on its books a special trust fund and irrevocable escrow to be known as the "City of Round Rock, Texas Waterworks and Sewer System Refunding Revenue Bonds, Series 1985, City of Round Rock, Texas Waterworks GCORGCT0%"/{u: HSCJK)W.A(A 7/31/93 3 and Sewer System Revenue Bonds, Series 1986 and City of Round Rock, Texas Waterworks and Sewer System Revenue Bonds, Series 1987 Escrow Fund" (the "Escrow Fund"). The Escrow Agent hereby agrees that upon receipt thereof it will deposit to the credit of the Escrow Fund the funds and the Escrowed Securities described in Exhibit "D" attached hereto. Such deposit, all proceeds therefrom, and all cash balances from time to time on deposit therein (a) shall be the property of the Escrow Fund, (b) shall be applied only in strict conformity with the terms and conditions of this Agreement, and (c) are hereby irrevocably pledged to the payment of the principal of, interest on and redemption premium, if any, on the Refunded Obligations, which payment shall be made by timely transfers of such amounts at such times as are provided for in Section 3.02 hereof. When the final transfers have been made for the payment of such principal of and interest on the Refunded Obligations, any balance then remaining in t:he Escrow Fund shall be transferred to the Issuer, and the Escrow Agent shall thereupon be discharged from any further duties hereunder. Section 3.02. Payment of Principal, Interest and Redemption Premium, If Any. The Escrow Agent is hereby irrevocably instructed to transfer from the cash balances from time to time on deposit in the Escrow Fund, the amounts required to pay the principal of the Refunded Obligations at their respective maturity or redemption dates and interest thereon to such maturity or redemption dates in the amounts and at the times shown in Exhibit "C" attached hereto. Section 3.03. Sufficiency of Escrow Fund. The Issuer represents that the successive receipts of the principal of and interest on the Escrowed Securities will assure that the cash balance on deposit from time to time in the Escrow Fund will be at all times sufficient to provide moneys for transfer to the Paying Agent at the times and in the amounts required to pay the interest on the Refunded Obligations as such interest comes due, the redemption premium, if any, and the principal of the Refunded Obligations as the Refunded Obligations mature or are redeemed, all as more fully set forth in Exhibit "E" attached hereto. If, for any reason, at any time, the cash balances on deposit or scheduled to be on deposit in the Escrow Fund shall be insufficient to transfer the amounts required by each place of payment (paying agent) for the Refunded Obligations to make the payments set forth in Section 3.02 hereof, the Issuer shall timely deposit in the Escrow Fund, from any funds that are lawfully available therefor, additional funds in the amounts required to make such payments. Notice of any such insufficiency shall be given promptly as hereinafter provided, but the Escrow Agent shall not in any manner be responsible for any insufficiency of funds in the Escrow Fund or the Issuer's failure to make additional deposits thereto. Section 3.04. Trust Fund. The Escrow Agent shall hold at all times the Escrow Fund, the Escrowed Securities and all other assets of the Escrow Fund, wholly segregated from all other funds and securities on deposit with the Escrow Agent; it shall never allow the Escrowed Securities or any other assets of the Escrow Fund to be commingled with any other funds or securities of the Escrow Agent; and it shall hold and dispose of the assets of the Escrow Fund only as set forth herein. The Escrowed Securities and other assets of the Escrow Fund shall always be maintained by the Escrow Agent as trust funds for the benefit of the owners of the Refunded Obligations; and a special account thereof shall at all times be maintained on the books of the Escrow Agent. The owners of the Refunded Obligations shall be entitled to the same preferred claim and first lien upon the Escrowed Securities, the proceeds thereof, and all other assets of the CMRGPT0"/go- PSCPOW A(M 7n1ro3 4 Escrow Fund to which they are entitled as owners of the Refunded Obligations. The amounts received by the Escrow Agent under this Agreement shall not be considered as a banking deposit by the Issuer, and the Escrow Agent shall have no right to title with respect thereto except as a constructive trustee and Escrow Agent under the terms of this Agreement. The amounts received by the Escrow Agent under this Agreement shall not be subject to warrants, drafts or checks drawn by the Issuer or, except to the extent expressly herein provided, by the Paying Agent. Section 3.05. Security for Cash Balances. Cash balances from time to time on deposit in the Escrow Fund shall, to the extent not insured by the Federal Deposit Insurance Corporation or its successor, be continuously secured by a pledge of direct obligations of, or obligations unconditionally guaranteed by, the United States of America, having a market value at least equal to such cash balances. ARTICLE IV LIMITATION ON INVESTMENTS Section 4.01. Investments. Except for the initial deposit of the Escrowed Securities, and except as provided in Sections 4.02, 4.03 and 4.04 hereof, the Escrow Agent shall not have any power or duty to invest or reinvest any money held hereunder, or to make substitutions of the Escrowed Securities, or to sell, transfer, or otherwise dispose of the Escrowed Securities. Section 4.02. Reinvestment of Certain Cash Balances in Escrow by Escrow Agent. In addition to the Escrowed Securities listed in Exhibit "D" hereto, the Escrow Agent shall reinvest cash balances shown in Exhibit "F" attached hereto in zero (0) interest rate United States Treasury Obligations - State and Local Government Series to the extent such obligations are available from the Department of the Treasury. All such reinvestments shall be made only from the portion of cash balances derived from the maturing principal of and interest on Escrowed Securities that are United States Treasury Certificates of Indebtedness, Notes or Bonds - State and Local Government Series. All such reinvestments shall be acquired on and shall mature on the dates on Exhibit "F" attached hereto. Section 4.03. Substitution of Securities. At the written request of the Issuer, and upon compliance with the conditions hereinafter stated, the Escrow Agent shall utilize cash balances in the Escrow Fund, or sell, transfer, otherwise dispose of or request the redemption of the Escrowed Securities and apply the proceeds therefrom to purchase Refunded Obligations or direct obligations of, direct nonprepayable obligations of, or obligations the principal of and interest on which is unconditionally guaranteed by, the United States of America which do not permit the redemption thereof at the option of the obligor. Any such transaction may be effected by the Escrow Agent only if (a) the Escrow Agent shall have received a written opinion from a nationally recognized independent firm of certified public accountants that such transaction will not cause the amount of money and securities in the Escrow Fund to be reduced below an amount sufficient without further investment or reinvestment of either the principal amount thereof or the interest earnings thereof to provide for the full and timely payment of principal of, redemption premium, if any, on and interest on all of the remaining Refunded Obligations as they become due, taking into account any optional redemption thereof exercised by the Issuer in connection with such transaction; and (b) the Escrow Agent shall have received the unqualified written legal opinion (MORGCTO"/co: USCROW AGR 7/31/91 of nationally recognized bond counsel licensed in the State of Texas to the effect that such transaction will not cause any of the Refunded Obligations or the Refunding Obligations to be an "arbitrage bond" within the meaning of Section 103(c) of the Code or to otherwise affect the tax exempt status of the interest on such bonds. Section 4.04. Arbitrage. The Issuer hereby covenants and agrees that it shall never request the Escrow Agent to exercise any power hereunder or permit any part of the money in the Escrow Fund or proceeds from the sale of Escrowed Securities to be used directly or indirectly to acquire any securities or obligations if the exercise of such power or the acquisition of such securities or obligations would cause any Refunding Obligations or Refunded Obligations to be an "arbitrage bond" within the meaning of the Internal Revenue Code of 1986 or, if applicable, the Internal Revenue Code of 1954, as amended. ARTICLE V APPLICATION OF CASH BALANCES Section 5.01. In General. Except as provided in Sections 3.02, 4.02 and 4.03 hereof, no withdrawals, transfers, or reinvestment shall be made of cash balances in the Escrow Fund. ARTICLE VI RECORDS AND REPORTS Section 6.01. Records. The Escrow Agent will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocations and application of the money and Escrowed Securities deposited to the Escrow Fund and all proceeds thereof, and such books shall be available for inspection at reasonable hours and under reasonable conditions by the Issuer and the owners of the Refunded Obligations. Section 6.02. Reports. While this Agreement remains in effect, the Escrow Agent annually shall prepare and send to the Issuer a written report summarizing all transactions relating to the Escrow Fund during the preceding year, including, without limitation, credits to the Escrow Fund as a result of interest payments on or maturities of the Escrowed Securities and transfers from the Escrow Fund for payments on the Refunded Obligations or otherwise, together with a detailed statement of all Escrowed Securities and the cash balance on deposit in the Escrow Fund as of the end of such period. ARTICLE VII CONCERNING THE PAYING AGENTS AND ESCROW AGENT GMRGETOWN/g.: EWPOW.AGR 7/3183 6 Section 7.01. Representations. The Escrow Agent hereby represents that it has all necessary power and authority to enter into this Agreement and undertake the obligations and responsibilities imposed upon it herein, and that it will carry out all of its obligations hereunder. Section 7.02. Limitation on Liability. The liability of the Escrow Agent to transfer funds for the payment of the principal of, redemption premium, if any, and interest on the Refunded Obligations shall be limited to the proceeds of the Escrowed Securities and the cash balances from time to time on deposit in the Escrow Fund. Notwithstanding any provision contained herein to the contrary, neither the Escrow Agent nor the Paying Agent shall have any liability whatsoever for the insufficiency of funds from time to time in the Escrow Fund or any failure of the obligor of the Escrowed Securities to make timely payment thereon, except for the obligation to notify the Issuer promptly of any such occurrence. The recitals herein and in the proceedings authorizing the Refunding Obligations shall be taken as the statements of the Issuer and shall not be considered as made by, or imposing any obligation or liability upon, the Escrow Agent. The Escrow Agent is not a party to the proceedings authorizing the Refunding Obligations or the Refunded Obligations and is not respon- sible for nor bound by any of the provisions thereof (except as a place of payment and paying agent and/or a Paying Agent/Registrar therefor). In its capacity as Escrow Agent, it is agreed that the Escrow Agent need look only to the terms and provisions of this Agreement. The Escrow Agent makes no representations as to the value, conditions or sufficiency of the Escrow Fund, or any part thereof, or as to the title of the Issuer thereto, or as to the security afforded thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in respect to any of such matters. It is the intention of the parties hereto that the Escrow Agent shall never be required to use or advance its own funds or otherwise incur personal financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder. The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in good faith in any exercise of reasonable care and believed by it to be within the discretion or power conferred upon it by this Agreement, nor shall the Escrow Agent be responsible for the consequences of any error of judgment; and the Escrow Agent shall not be answerable except for its own action, neglect or default, nor for any loss unless the same shall have been through its negligence or want of good faith. Unless it is specifically otherwise provided herein, the Escrow .Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the Issuer with respect to arrangemients or contracts with others, with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund, to dispose of and deliver the same in accordance with this Agreement. If, however, the Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obligated, in making such determination, only to exercise reasonable care and diligence, and in event of error in making such determination the Escrow Agent shall be liable only for its own misconduct or its negligence. In determining the occurrence (;MRGCT(A"/go: CSCROW.ACIR 7/31/95 7 of any such event or contingency the Escrow Agent may request from the Issuer or any other person such reasonable additional evidence as the Escrow Agent in its discretion may deem neces- sary to determine any fact relating to the occurrence of such event or contingency, and in this connection may make inquiries of, and consult with, among others, the Issuer at any time. Section 7.03. Compensation. (a) Concurrently with the sale and delivery of the Refunding Obligations, the Issuer shall pay to the Escrow Agent, as a fee for performing the services hereunder and for all expenses incurred or to be -incurred by the Escrow Agent in the administration of this Agreement, the sum of $l-,�, the sufficiency of which is hereby acknowledged by the Escrow Agent. In the event that the Escrow Agent is requested to perform any extraordinary services hereunder, the Issuer hereby agrees to pay reasonable fees to the Escrow Agent for such extraordinary services and to reimburse the Escrow Agent for all expenses incurred by the Escrow Agent in performing such extraordinary services, and the Escrow Agent hereby agrees to look only to the Issuer for the payment of such fees and reimbursement of such expenses. The Escrow Agent hereby agrees that in no event shall it ever assert any claim or lien against the Escrow Fund for any fees for its services, whether regular or extraordinary, as Escrow Agent, or in any other capacity, or for reimbursement for any of its expenses. (b) The Paying Agent is the place of payment (paying agent) for the Refunded Obliga- tions. Concurrently with the sale and delivery of the Refunding Obligations the Issuer shall pay to the Paying Agent the sum of $&77574, the sufficiency of which is hereby acknowledged by the Paying Agent, for all future paying agency services of the Paying Agent and the places of payment (paying agents) for the Refunded Obligations; and the Paying Agent warrants that such sum is sufficient for such purpose. Also concurrently with the sale and delivery of the Refunding Obligations the Issuer shall pay to any other places of payment (paying agents) for the Refunded Obligations all sums due for all future paying agency services in connection with certain of the Refunded Obligations. (c) Upon receipt of the aforesaid specific sums stated in subsections (a) and (b) of this Section 7.03 for Escrow Agent and paying agency fees, expenses, and services, the Escrow Agent and other places of payment (paying agents) shall acknowledge such receipt to the Issuer in writing. Section 7.04. Successor Escrow Agents. If at any time the Escrow Agent or its legal successor or successors should become unable, through operation or law or otherwise, to act as escrow agent hereunder, or if its property and affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruiptcy or for any other reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder. In such event the Issuer, by appropriate action, promptly shall appoint an Escrow Agent to fill such vacancy. If no successor Escrow Agent shall have been appointed by the Issuer within 60 days, a successor may be appointed by the owners of a majority in principal amount of the Refunded Obligations then outstanding by an instrument or instruments in writing filed with the Issuer, signed by such owners or by their duly authorized attorneys -in -fact. If, in a proper case, no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of this section within three months after a vacancy shall have occurred, the owner of any Refunded Obligation may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Such court GY.ORGLTO"/go: I!SCWAV AGR 7/71/9f 8 may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor Escrow Agent. Any successor Escrow Agent shall be a corporation organized and doing business under the laws of the United States or the State of Texas or the State of New 'fork, authorized under such laws to exercise corporate trust powers, having place of business in the State of Texas, having a combined capital and surplus of at least $5,000,000 and subject to the supervision or examination by Federal or State authority. Any successor Escrow Agent shall execute, acknowledge and deliver to the Issuer and the Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall execute and deliver an instrument transferring to such successor Escrow Agent, subject to the terms of this Agreement, all the rights, powers and trusts of the Escrow Agent hereunder. Upon the request of any such successor Escrow Agent, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Escrow Agent all such rights, powers and duties. The Escrow Agent shall pay over to its successor Escrow Agent a proportional part of the Escrow Agent's fee hereunder. The Escrow Agent at the time acting hereunder may at any time resign and be discharged from the trust hereby created by giving not less than sixty (60) days' written notice to the Issuer and publishing notice thereof, specifying the date when such resignation will take effect, in a newspaper printed in the English language and with general circulation in New York, New York, such publication to be made once at least three (3) weeks prior to the date when the resignation is to take effect. No such resignation shall take effect unless a successor Escrow Agent shall have been appointed by the owners of the Refunded Obligations or by the Issuer as herein provided and such successor Escrow Agent shall be a paying agent for the Refunded Obligations and shall have accepted such appointment, in which event such resignation shall take effect immediately upon the appointment and acceptance of a successor or Escrow Agent. Under any circumstances, the Escrow Agent shall pay over to its successor Escrow Agent proportional parts of the Escrow Agent's fee and its Paying Agent's fee hereunder. ARTICLE VIII MISCELLANEOUS Section 8.01. Notice. Any notice, authorization, request, or demand required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when mailed by registered or certified mail, postage prepaid addressed to the Issuer or the Escrow Agent, Rating Agency and Insurance Company at the address shown on Exhibit "A" attached hereto. The United States Post Office registered or certified mail receipt showing delivery of the aforesaid shall be conclusive evidence of the date and fact of delivery. Any party hereto may change the address to which notices are to be delivered by giving to the other parties not less than ten (10) days prior notice thereof. Section 8.02. Termination of Responsibilities. Upon the taking of all the actions as described herein by the Escrow Agent, the Escrow Agent shall have no further obligations or GE0RGTT0"/Xo: CSCROW.AGR 7/3I/93 9 responsibilities hereunder to the Issuer, the owners of the Refunded Obligations or to any other person or persons in connection with this Agreement. Section 8.03. Binding Agreement. This Agreement shall be binding upon the Issuer, the Escrow Agent and the Paying Agent and their respective successors and legal representatives, and shall inure solely to the benefit of the owners of the Refunded Obligations, the Issuer, the Escrow Agent, the Paying Agent and their respective successors and legal representatives. Section 8.04. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. If any portion of the Agreement is held to be invalid or illegal or unenforceable, Moody's Investors Service, Standard & Poors Corporation and any Insurance Company should be notified. Section 8.05. Texas Law Governs. This Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Texas. Section 8.06. Time of the Essence. Time shall be of the essence in the performance of obligations from time to time imposed upon the Escrow Agent by this Agreement. Section 8.07. Amendments. This Agreement shall not be amended except to cure any ambiguity or formal defect or omission in this Agreement. No amendment shall be effective unless the same shall be in writing and signed by the parties thereto. No such amendment shall adversely affect the rights of the holders of the Refunded Obligations. Moody's Investors Service, Standard & Poors Corporation and any Insurance Company shall be given copies of proposed amendments prior to execution. GW1kGCT "/jo: HSCWJW AGM 7/31/93 10 EXECUTED as of the date first written above. CITY OF GEORGETOWN, TEXAS LIM ATTEST: City Secretary (SEAL) Mayor THE BANK OF NEW YORK, NEW YORK 0 ATTEST: T_ -t _ Vice President Exhibit "A" Exhibit "B" Exhibit "C" Exhibit "D" Exhibit "E" Exhibit "F" INDEX TO EXHIBITS Addresses of the Issuer and the Escrow Agent Description of the Refunded Obligations Schedule of Debt Service on Refunded Obligations Description of Beginning Cash Deposit (if any) and Escrowed Securities Escrow Fund Cash Flow Reinvestments in Zero Coupon SLGS GBOUGUrOWNIso: ESCRO .mica 7n1ro5 EXHIBIT "A" ADDRESSES OF THE ISSUER, ESCROW AGENT, RATING AGENCY, AND INSURER Issuer City of Georgetown, Texas P.O. Box 409 Georgetown, Texas 78627 Escrow Agent The Bank of New York, New York c/o BNY Information Services 1301 Fannin, Suite 2215 Houston, Texas 77002 Rating Agency Moody's Investors Service 99 Church Street New York, N. Y. 10007 Attention: Public Finance Rating Desk - Refunded Bonds Standard & Poors Corporation 25 Broad Street New York, N. Y. 10004 Attention: Public Finance Rating Desk - Refunded Bonds GEORGL70"/jo: PSCRM.AGR 1/31/95 A- 1 EXHIBIT "B" DESCRIPTION OF THE REFUNDED OBLIGATIONS City of Georgetown, Texas Combination Tax and [,utility System Revenue Certificates of Obligation, Series 1985 maturing May 1, 1996 in the aggregate principal amount of $60, 000. City of Georgetown, Texas General Obligation Bonds, Series 1986 maturing August 1 in each of the years 1997 through 2003 in the aggregate principal amount of $1,210,000. EXHIBIT "C" SCHEDULE OF DEBT SERVICE ON REFUNDED OBLIGATIONS EXHIBIT "D" ESCROW DEPOSIT I. CASH II. STATE AND LOCAL GOVERNMENT SERIES OBLIGATIONS Maturity Date ESCROW FUND CASH FLOW To Be Provided By Accounting Firm L EXHIBIT C PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT entered into as of August 15, 1995 (this "Agreement"), by and between the City of Georgetown, Texas (the "Issuer"), and The Bank of New York, New York, a banking corporation duly organized and existing under the laws of the State of New York (the "Bank") . RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its Combination Tax and Revenue Certificates of Obligation, Series 1995 in the aggregate principal amount of $725,000 and its General Obligation Refunding Bonds, Series 1995 in the aggregate principal amount of $ (collectively, the "Securities"), such Securities to be issued in fully registered form only as to the payment of principal and interest thereon; and WHEREAS, the Securities are scheduled to be delivered to the initial purchasers thereof on or about September 19, 1995: and WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection with the payment of the principal of, premium, if any, and interest on said Securities and with respect to the registration, transfer and exchange thereof by the registered owners thereof; and WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the Securities; NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Securities. As Paying Agent for the Securities, the Bank shall be responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the Securities as the same become due and payable to the registered owners thereof, all in accordance with this Agreement and the "Order" (hereinafter defined). The Issuer hereby appoints the Bank as Registrar with respect to the Securities. As Registrar for the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of said Securities and with respect to the transfer and exchange thereof as provided herein and in the "Order." GEORGMY)WN/GU: PAYING.AGR 7/24/91 The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Securities. Section 1.02. Compensation. As compensation for the Bank's services as Paying Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Schedule A attached hereto for the first year of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year. In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements and advances incurred or made by the Bank in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). ARTICLE TWO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Acceleration Date" on any Security means the date on and after which the principal or any or all installments of interest, or both, are due and payable on any Security which has become accelerated pursuant to the terms of the Security. "Bank Office" means the designated office of the Bank as indicated on the signature page hereof, except that the payment and registration duties of the Bank will be performed from the Bank's designated office located in Houston, Texas. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Fiscal Year" means the fiscal year of the Issuer, ending September :30. "Holder" and "Security Holder" each means the Person in whose name a Security is registered in the Security Register. "Issuer Request" and "Issuer Order" means a written request or order signed in the name of the Issuer by the Mayor of the Issuer, any one or more of said officials, delivered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political MORGLTOWN/OO: PAYING.AGR 7R4I95 2 subdivision of a government. "Predecessor Securities" of any particular Security means every previous Security evidencing all or a portion of the same obligation as that evidenced by such particular Security (and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen Security for which a replacement Security has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the Order). "Redemption Date" when used with respect to any Bond to be redeemed means the date fixed for such redemption pursuant to the terms of the Order. "Order" means the order, ordinance or resolution of the governing body of the Issuer pursuant to which the Securities are issued, certified by the City Secretary of the Issuer or any other officer of the Issuer and delivered to the Bank. "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 jExecutive Committee of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar to those performed by any of the above designated officers ,and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge'of and familiarity with the particular subject. "Security Register" means a register maintained by the Bank on behalf of the Issuer providing for the registration and transfer of the Securities. "Stated Maturity" means the date specified in the Order the principal of a Security is scheduled to be due and payable. Section 2.02. Other Definitions. The terms "Bank," Issuer," and Securities (Security)" have the meanings assigned to them in the recital paragraphs of this Agreement. The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and functions of this Agreement. ARTICLE THREE PAYING AGENT Section 3.01. Duties of . Paying Agent. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon GEORCCTO"IM: PAANO.ACR7/24N3 3 surrender of the Security to the Bank at the Bank Office. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each Security when due, by computing the amount of interest to be paid each Holder and preparing and sending checks by United States Mail, first class postage prepaid, on each payment date, to the Holders of the Securities (or their Predecessor Securities) on the respective Record Date, to the address appearing on the Security Register or by such other method, acceptable 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 Securities on the dates specified in the Order. ARTICLE FOUR REGISTRAR Section 4.01. Security Register - Transfers and Exchanges. The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the "Security Register") for recording the names and addresses of the Holders of the Securities, the transfer, exchange and replacement of the Securities and the payment of the principal of and interest on the Securities to the Holders and containing such other information as may be reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and the Bank may prescribe. All transfers, exchanges and replacement of Securities shall be noted in the Security Register. Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the National Association of Securities Deal- ers, 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 Securities. To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof will be completed and new Securities delivered to the Holder or the assignee of the Holder in not more than three (3) business days after the receipt of the Securities to be canceled in an exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar. GEORGET(T MO: PAYINGAGR 7lUM 4 Section 4.02. Certificates. The Issuer shall provide an adequate inventory of printed Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities will be kept in safekeeping pending their use, and reasonable care will be exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than the care maintained by the Bank for debt securities of other political subdivisions or corporations for which it serves as registrar, or that is maintained for its own securities. Section 4.03. Form of Security Register. The Bank, as Registrar, will maintain the Security Register relating to the registration, payment, transfer and exchange of the Securities in accordance with the Ban.k's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Security Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Security Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4.04. List of Security 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 Security Register. The Issuer may also inspect the information contained in the Security Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. The Bank will not release or disclose the contents of the Security Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure of the contents of the Security Register, the Bank will notify the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of the Security Register. Section 4.05. Return of Canceled Certificates. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Securities in lieu of which or in exchange for which other Securities have been issued, or which have be: paid. Section 4.06. Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby instructs the Bank, subject to the applicable provisions of the Order, to deliver and issue Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as the same does not result in an overissuance. CMRGLrowniao: PAYINGAca 7/U/95 5 In case any Security shall be mutilated, or destroyed, lost or stolen, the Bank, in its discretion, may execute and deliver a replacement Security of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Security, or in lieu of and in substitution for such destroyed lost or stolen Security, only after (i) the filing by the Holder thereof with the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Security shall be borne by the Holder of the Security mutilated, or destroyed, lost or stolen. Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06. ARTICLE FIVE THE BANK Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care in the performance thereof. Section 5.02. Reliance on Documents, Etc. (a) The Bank may conclusively rely, as to the truth of the staternents and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank. (b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that 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 G80RGETO"/GO: PAYINC.AOR,n.,93 6 foregoing statement, the Bank need not examine the ownership of any Securities, but is protected in acting upon receipt of Securities containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the 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 Issuer. (e) The Bank may consult with counsel, and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. (0 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 Securities shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness. The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security, or any other Person for any amount due on any Security from its own funds. Section 5.04. May Hold Securities. The Bank, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying Agent/Registrar, or any other agent. Section 5.05. Moneys Held by Bank. The Bank shall deposit any moneys received from the Issuer into a trust account to be held in a fiduciary capacity for the payment of the Securities, with such moneys in the account that exceed the deposit insurance available to the Issuer by the Federal Deposit Insurance Corporation, to be fully collateralized with securities or obligations that are eligible under the laws of the State of Texas and the laws of the United States of America to secure and be pledged as collateral for trust accounts until the principal and interest on such securities have been presented for payment and paid to the owner thereof. Payments made from such trust account shall be made by check drawn on such trust account unless the owner of such Securities shall, at its own expense and risk, request such other medium of payment. Subject to the Unclaimed Property Law of the State of Texas, any money deposited with the Bank for the payment of the principal, premium (if any), or interest on any Security and remaining unclaimed for three years after the final maturity of the Security has become due and payable will be paid by the Bank to the Issuer if the Issuer so elects, and the Holder of such Security shall hereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to such monies shall thereupon cease. If the Issuer does not elect, the Bank is GWRGHTOWN/GO: PAYiNG.AGR 7/24/93 7 directed to report and dispose of the funds in compliance with Title Six of the Texas Property Code, as amended. Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of -its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State District Court located in the State and County where either the Bank Office: or the administrative offices of the Issuer is located, and agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the: Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction to determine the rights of any Person claiming any interest herein. Section 5.08. Depository Trust Company Services. It is hereby represented and warranted that, in the event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the "Operational Arrangements," effective August 1, 1987, which establishes requirements for securities to be eligible for such type depository trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. Attached hereto is a copy of the Letter of Representations with The Depository Trust Company. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. GP RGUO"IM: Pnnrc AGR VU191 8 Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of this Agreement. Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.05. Successors and Assigns. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed or not. Section 6.06. Severability. In case any provision herein shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 6.07. Benefits of Agreement. 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 Order 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 Order, the Order 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. GMRGETO"/ o: aAnNGAIM UUMS 9 Section 6.10. Termination. This Agreement will terminate (i) on the date of final payment of the principal of and interest on the Securities to the 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 Securities of the appointment of a successor Paying Agent/Registrar. Furthermore, the Bank and Issuer mutually agree that the effective date of an early termination of this Agreement shall not occur at any time which would disrupt, delay or otherwise adversely affect the payment of the Securities. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security Register (or a copy thereof), together with other pertinent books and records relating to the Securities, to the successor Paying Agent/Registrar designated and appointed by the Issuer. The provisions of Section 1.02 and of Article Five shall survive and remain in full force and effect following the termination of this Agreement. Section 6.11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. GEORCHTOWN/OO: PAYINGACR 7/24/93 10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. THE BANK OF NEW YORK6, NEW YORK LIM Title 10161 Centurion Parkway, 3rd Floor Tower Marc Plaza Jacksonville, Florida 32256 Attest: Title [BANK SEAL] CITY OF GEORGETOWN, TEXAS C-i Mayor P.O. Box 409, Georgetown, Texas 78627 [ISSUER SEAL] Attest: City Secretary CHCRCHT0"/00: PAYINGACR 71U/95 11 SCHEDULE A Paying Agent/Registrar Fee Schedule [To be supplied by the Bank] GEORMTOWNl00: PAYINGAGR WUM Letter of Representations (Name of Issnerl (Name of Agent Attention: Ceneral Counsel's Office The Depository Trust Company SS Water Street. 49tli Floor New York, NY 10041-0099 Re: (Issue Description" Ladies and Centlemen: ( Date•) This letter sets fortli our understanclin; witli respect to certain inatters relating to the above -referenced issue (the "Bonds"). Ag It ill .tct as trustee, paint; went, fiscal went, or other agent of Issuer with respect to the•BondLs. The Bonds %%ill be issued pursuant to a trust indenture, bond resolution, or otlier such (10CUinent authorizing the issuance of the Bonds dated l99_ (the "DUculliellt") is (listril)ut'iig the 13mids thruuglt The DehOsit(�r,.-Tnist Coinpalry i'•l•iult r.vnti-r"1 To iu(Itice ixrc to accept the 13Ort(Is its cligible I'm. del)()sit -,It DTC:.:utcl to act ill ac(trr(I;►tt(�� with its fitrl('s with reslwct t(► ti(. liurt(Is, ltistt��r ;trt(I r\�(�ttt. it ;inn. )t Ac th(" I,t,ll(m )r)it ro.-pro.-sentati(rrts to 1. Plior to closing on the Bonds yin , L99—, there shall be c ermsited with DTC mic Bond certilicate rc�ristciv(l ill tllc. nalne c►I' FTC's nominee, Ccdc & Co., for each state([ matin-ity of they Bonds ill tilt. (.Ic(. amonllts set 1101'th on Schedule A 11ewto, the: total of which represcnts 100% of the principal amount of such Bonds. If, however, the aggregate principal ;unoilnt orally maturity exceeds $t50 million, oil(- certificate v011 be issued with respect to each S l50 trillion of principal amotint ;ui(1 an ,iciclitional certificate will be issued with respect to any remaining principal 11111O1111t. Each $ LSO million Bond certificate shall bear the following legend: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (" DTC"), to Issuer or its agent for rebristration of transfer, exchange, or pa)immit, and any certificate issued is regristered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE. OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner liereof, Cede & Co., hies an interest herein. 2. In the event of any solicitation of consents front or voting by holders of the Bonds, Issuer or Agent shall establish a record date for such purposes (with no pro\ision for revocation of consents or votes by subsequent holders) and sliail, to the extent possible, send Notice of such record date to DTC not less than 15 calendar days in advailce of stick record date. 3. In the event of a full or pwtia.1 redemption or an advance refunding of part of the outstanding Bonds, Issuer or Agent shall send a notice to DTC specifying: (a) the amount of the redemption or refunding; (b) in the case of a refunding, file maturity date(s) established under the refunding; and (c) the date such notice is to be mailed to beneficial owners or published (the "Publication Date"). Such notice shall be sent to DTC by a secure mewls (e.g., legible telecopy, registered or certified mail, overnight delivery) in a timely manner designed to assure that such notice is in DTC's possession no later than the close of business on the business clay before the Publication Date. Issuer or Agent shall forward such notice either in a separate secure transmission for each CUSIP number or in a secure transmission for multiple CUSIP numbers (if applicable) which includes a manifest or list of each CUSIP submitted in that transmission. (The put-,- sending such notice shall have a niedlod to verify subsequently the use of such mewls and the timeliness of such notice.) The Publication Date shall be not less than :30 days nor more than 60 clays prior to tale redemption date or. in the case of an advance refunding, the date that the proceeds are deposited in escrow. 4. In the event of an imitation to tender the Bonds. notice by Issuer or Airent to Bomlliolders specihing the terns of the tender and the Publication Date of' such notice shall be sent to DTC by a secure meets in the planner set forth in the preceding Paragraph. 5. All notices ancf pavinent advices sent to DTC shall contain the CUSIP number of the Bonds. 6. Notices to DTC pursuant to Para(,raph ? by telecopy shall be sent to DTC's Reorganization Department at (212) 709-6896 or (212) 7,09-6897, and receipt of such notices shall be confiniled In- telephoning (212) 709-6-S70. Notices to IDTC pursuant to Paragraph 2 by imdl or by anv (other means shall be sent to: SiiPcn•is()t% IIr(��� liecll,t;aniiatio 11 IN -Pit mclit T11e I)(21Msitcin TI.11st (.:OI lly i i hiio ver 5(pmi-c: 23rd l' 10M, Ncw )'Ork. M' lom-1-269-3 7. Notices to I)•rC Imnant to Paragraph :3 by tclecupy shall I►e .,grit to UTC:s Call Nc)ti(Icaticm Department ,it (1516) 227-4164 or (516) 227-41�X . If the p'aily sending the notice (Ifws not receive a tclecopy receipt from DTC confinning that the r►uticr 11as heen reccWcld, srrch pa't.►' shall telephone (516) 227-4070. Notices to DTC pur:sitant to Paragniph :3 by mail or by any other means shall he sent to: Call Notification Department The Depository Tn►st Company 711 Stewart Avenue Carden City, NY 11530-4r 19 8. Notices to DTC pursumt to Paragraph 4 and notices of' other actions (including mandatory tenders, exchanges, and capital changes) by telecopy shall he sent to DTC's Reorganization Department at (212) 709-109:3 or (212) 709-1694, .uul receipt of'such notices shall be c:onfinned by telephoning (212) 709-6884. Notices to DTC pursuant to the above by mail or by any, other means shall be sent to: Manager; Reorganization Department Reorgani=tion Window The Depository Trust Company "r Hanover Square; 23rd Floor New York, NY 10004-2695 9. Transactions in the Bonds shall be eli`rible for next -day finds settlement in DTC's Next -Day Funds Settlement ("NDFS") system. A. Interest payments shall be received by Cede & Co., as nominee of DTC, or its registered assigns in next -day funds on eacli paviiient date (or the equivalent in accordance with existing arrangements between Issuer or agent and DTC). Such payments sliall be made payable to the order of Cede & Co. Absent any other existing arrangements such payments shall be addressed Lis follows: Manager; Cash Receipts Dividend Department The Depository Trust Company i Hanover Square; ?-lth Floor New York, NY 10004-2695 B. Principal payments shall be received by Cede & Co.. as nominee of DTC. or its registered assigns in next -clay funds on each payment date (or the e(luix-alent in accordance \%ith existing arrangements between Issuer or Agent and DTC). Such payments shall be made Pay able to die order of Cede & Co.. and shall he addressed as R)I OWS: N DFS Redemption Department The Depository Trust Company 55 Water Street: 0th Floor New York, NY 10041-0099 10. DTC may direct Issuer or Agent to use anv other telephone muncher or address as the rmnrber or address to which notices or pa\ineiits of interest or principal nuts be sent. 11. In the c%via ()('a rc•ciclrnption, acceleration, c►r mw c►ther similar transacticm tenclr-r• nr;rcic• ;md accclptcd in response to Issuer's or Agent's imit;rtion) nec•essitatin r a wduction in the aggrcgatcl principal ;unornrt (d 13c►11c[s urrtst;mdhig or an a(k,a r.-v re(•irndirr, (dpaa c►f'the 13(mids outstanding, I)"rC, irr its discretion (a) ma%• rc\clrrclst [stirrer or :1lfclnt to issue• ;nrcl ;rnthentic:rtc a new (3oncl c•c•rtrlrc\rtc•. c►r (h) rrr.t\ rn\cl.e \ur al►prc►prr.rte rrc►t\ttrc►rr r►rr the 13r►ncl certrlrclrtcl 1111clrc•.rtnr, the cl\rte \urcl ;crnr►nrrt (d srrc•h rciclnctic►n ill principal c\cc•pt irr the. c;cse (d Iirrlrl matrrrit�'. in which case thr• c:c rtilic;cle \\ill bc• pr-esentt-d tc) Issuerr►r.\t ent pric►r tr► I► .%l1 •nt 11'rc•1I11irerl. 12. in the t.veitt that Issuer detentines that beneficial owners of Bonds shall he able to obtain Certificated Botids, Issuer or Agent shall notify IYI'C of the availability of Bond certificates. In such event, Issuer or Agent shall issue, transfer, and exchange Bond certificates in appropriate amounts, m required by DTC and others. 13. DTC may discontinue providing its ie vices as securities depository with respect to the Bon(Is at any butt' by giving reasonable notice: to Issuer or Agent (at which time DTC will confirm with Issuer or Agent the aggregate principal amount of Bonds outstanding). Under such circumstances, at DTC's request Issuer and Agent shall cooperate fully with DTC by taking appropriate action to make available one or more separate certificates evidencing Bands to any DTC Participant having Bonds credited to its DTC accounts. 14. Not] inJ Herein shall be deemed to require Agent to advance funds on behalf of Issuer. Notes: Very tnily yours, A. If there is an Agent (.ts defined in this Letter of Rcpresentatioits). Agent as; .•ell its Issuer nitist sigii diis Letter. If diced is no At e nt. in sighing diis Letter Issiie r itself unclert.tkes to peroni all oi—the obligutiom; set fords herein. B. Uncler Ride% of die Mititicilxil Securities Rtdcm:tli'M Bozuxl reLitini; to de liven •, it murticilktl secairities dealer mist be :thle•to detennine the date that it nwtkv of :t parti.il aill or of :ui .xh.uxe refunding of it Ixut of im isme is published (die "publication date").~The establishment of stick a publication d.ite is .xldressed in P.u.tqyh 3 of die Letter. C. Schedule B contains statements that DTC believes .x mrate1v describe DTC, the mediod of of mtirig book- entry tnu'lsfers of sectuities (listhbuted dvtnigh DTC..uid eerrtin related matters. Received and Accepted: THE DEPOSITORY TRUST COMPANY By: (.lnthurvt•d O liver) cc: Underm7iter U neh•rwrite r t :uunx•1 By: Bv: e Issuer) Atithorized OM(.vrc Signature) s Agent) Authorized OfI'i(.rr's Si iature) 8. Principal and interest payments on the Securities will be made to OTC. OTC's practice is to credit Direct Participants' accounts on payable date in accordance with their respective holdings shown on CiTC's records unless OTC has reason to believe that it will not receive payment on payable date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of OTC, the Agent, or the Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to OTC is the responsibility of the Issuer or the Agent, disbursement of such payments to Direct Participants shall be the responsibility of OTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. (9. A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its Participant, to the [Tender/Remarketing] Agent, and shall effect delivery of such Securities by causing the Direct Participant to transfer the Participant's interest in the Securities, on OTC's records, to the (Tender/Remarketing] Agent. The requirement for physical delivery of Securities in connection with a demand for purchase or a mandatory purchase will be deemed satisfied when the ownership rights in the Securities are transferred by Direct Participants on DTC's records.] 10. DTC may discontinue providing its services as securities depository with respect to the Securities at any time by giving reasonable notice to the Issuer or the Agent. Under such circumstances, in the event that a successor securities depository is not obtained, Security certificates are required to be printed and delivered. 11. The Issuer may decide to discontinue use of the system of book -entry transfers through DTC (or a successor securities depository). In that event. Security certificates will be printed and delivered. 12. The information in this section concerning OTC and OTC's book -entry system has been obtained from sources that the Issuer believes to be reliable, but the Issuer takes no responsibility for the accuracy thereof. 1. This Rider supersedes any contradictory language set forth in the Letter of Representations to which it is appended. 2. With respect to principal and income payments in the Securities: A. DTC shall receive all dividend and interest payments on payable .date in same -day funds by 2:30 p.m. ET (Eastern Time). B. Issuer agrees that it or Agent shall provide dividend and interest payment information to a standard announcement service subscribed to by DTC. In the unlikely event than no such service exists, Issuer agrees that it or Agent shall provide this information directly to DTC in advance of the dividend or interest record date as soon as the information is available. This information should be conveyed directly to DTC electronically. If electronic transmission is not possible, such information should be conveyed by telephone or facsimile transmission to: The Depository Trust Company Manager, Announcements Dividend Department 7 Hanover Square, 22nd Floor New York, NY .10004 Phone: (212) 709-1270 Fax: (212) 709-1723, 1686 C. Issuer agrees that for dividend and interest payments, it or Agent shall provide automated notification of CUSIP-level detail to the depository no later than noon ET on the payment date. D. DTC shall receive maturity and redemption payments and CUSIP- level detail on the payable date in same -day funds by 2:30 p.m. ET. Absent any other arrangements between Agent and DTC, such payments shall be wired according to the following instructions: Chemical Bank ABA 021000128 For credit to A/C Depository Trust Company Redemption Account 066-027306 in accordance with existing SDFS payment procedures in he manner set forth in DTC's SDFS Paying Agent Operating to Procedures a copy of which has previously been furnished Agent. E. DTC shall receive all other payments and CIJSIP-level detail resulting from corporate actions (such as tender offers or mergers) on the first payable date in same -day funds by 2:30 p.m. C• Absent any other arrangements between the Agent and DT , such payments shall be wired to the following address: Chemical Bank ABA 021000128 For credit to A/C Depository Trust Company Reorganization Account 066-027608 -2- iei151941 Exhibit "D" NOTICE OF PRIOR REDEMPTION CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION BONDS, SERIES 1986 NOTICE IS HEREBY GIVEN that the City of Georgetown, Texas ("City") has deposited money and direct obligations of the United States of America in an amount sufficient to defease until the first available redemption date the following bonds of the City (the "Bonds"): City of Georgetown, Texas General Obligation Bonds, Series 1986, maturing on August 1 in the years 1997 through 2003 in the aggregate principal amount of $1,210,000; redemption date: August 1, 1996; redeemable at par plus accrued interest at the designated office for payment of The Bank of New York, New York, at the addresses set forth below, only upon presentation and surrender thereof. The described Bonds shall become due and payable on the redemption date specified, and the interest thereon shall cease to accrue from and after the redemption date of August 1, 1996. BY MAIL: The Bank of New York P. O. Box 3856 Houston, Texas 77253-3856 Attn: BNY Information Services HAND DELIVERY: The Bank of New York 1301 Fannin, Suite 2215 Houston, Texas 77002 Attn: BNY Information Services In compliance with section 3406 of the Internal Revenue Code of 1986, as amended, payors making certain payments due on debt securities may be obligated to deduct and withhold 20 % (31 % for taxable years beginning in and after 1993) of such payment from the remittance to any payee who has failed to provide such payor with a valid taxpayer identification number. To avoid the imposition of this withholding tax, such payees should submit a certified taxpayer identification number when surrendering the Bonds for redemption. CITY OF GEORGETOWN, TEXAS MORGETO"/00: 0RDIN1kNC.A=/31/95 D-2 NOTICE OF DEPOSIT AND PRIOR REDEMPTION CITY OF GEORGETOWN, TEXAS COMBINATION TAX AND UTILITY SYSTEM REVENUE CERTIFICATES OF OBLIGATION, SERIES 1985 NOTICE IS HEREBY GIVEN that the City of Georgetown, Texas ("City") has deposited money and direct obligations of the United States of America in an amount sufficient, to defease until the first available redemption date the following bonds of the City (the "Bonds"): City of Georgetown, Texas Combination Tax and Utility System Revenue Certificates of Obligation, Series 1985, maturing on May 1, 1996 in the aggregate principal amount of $60,000; redemption date: November 1, 1995; redeemable at par plus accrued interest at the designated office for payment of The Bank of New York, New York, at the addresses set forth below, only uport presentation and surrender thereof. The described Certificates shall become due and payable on the redemption date specified, and the interest thereon shall cease to accrue from and after the redemption date of November 1, 1995. BY MAIL: The Bank of New York P. O. Box 3856 Houston, Texas 77253-3856 Attn: BNY Information Services HAND DELIVERY: The Bank of New York 1301 Fannin, Suite 2215 Houston, Texas 77002 Attn: BNY Information Services In compliance with section 3406 of the Internal Revenue Code of 1986, as amended, payors making certain payments due on debt securities may be obligated to deduct and withhold 20 % (31 % for taxable years beginning in and after 1993) of such payment from the remittance to any payee who has failed to provide such payor with a valid taxpayer identification number. To avoid the imposition of this withholding tax, such payees should submit a certified taxpayer identification number when surrendering the Bonds for redemption. CITY OF GEORGETOWN, TEXAS GFARGETOWN/GO: OMNANC.AM/31/95 D-3 Council Meeting Date: August 8, 1995 Item No. UO/ AGENDA ITEM COVER SHEET SUBJECT Ordinance authorizing the issuance of the City of Georgetown, Texas Combination Tax and Revenue Certificates of Obligation, Series 1995, in an amount not to exceed $725,000 to be used for stormwater drainage improvements. First Reading. ITEM SUMMARY This is the first reading of the ordinance required for the issuance of �725,000 Combination Tax and Revenue Certificates of Obligation. The bid price for these bonds will not be known until just prior to the August 22, 1995 council meeting; therefore, information required for certain portions of the ordinance and exhibit cannot be completed until that time. Proceeds of the bonds will be used to fund stormwater drainage improvement projects including: 22nd & Leander area, Quail Valley, Highview, Dunman, Country Club and 18th & Pine. This bond issue was included in the 1994/95 Annual Operating Plan. m SPECIAL CONSIDERATIONS This ordinance has been filed with the City Secretary and published in the local newspaper in accordance with the City Charter. Therefore the caption only must be read on first reading. FINANCIAL IMPACT The debt service on these certificates will be paid from the S0.75/month/resident.ial equivalent unit fee already in place. Interest rates on the bonds will not be known until the bids are received. COMMENTS The Ordinance has been prepared by McCall, Parkhurst and Horton, the City's bond attorney. ATTACHMENTS Proposed Ordinance. Submitted By: ` L Susan L. Morgan, Director of Finance and Administration Bob Hart, City Manager Ordinance No. ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 1995; AUTHORIZING THE LEVY OF AN AD VALOREM TAX AND THE PLEDGE OF CERTAIN REVENUES IN SUPPORT OF THE CERTIFICATES; APPROVING AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT AND OTHER AGREEMENTS RELATED TO THE SALE AND ISSUANCE OF THE CERTIFICATES; AND AUTHORIZING OTHER MATTERS RELATED TO THE ISSUANCE OF THE CERTIFICATES THE STATE OF TEXAS § COUNTY OF WILLIAMSON § CITY OF GEORGETOWN § WHEREAS, the City Council of the City of Georgetown, Texas (the "City") deems it advisable to issue certificates of obligation in the amount of $725,000 (the "Certificates") for the purpose of (1) constructing improvements to the City's stormwater drainage system and (2) paying professional services including legal, fiscal, architectural and engineering fees and other such costs in connection therewith; and WHEREAS, the Certificates hereinafter authorized and designated are to be issued and delivered for cash pursuant to Subchapter C of Chapter 271, Local Government Code and Articles 1111-1118, Vernon's Annotated Texas Civil Statutes, as amended; and WHEREAS, on July 25, 1995 the City Council passed a resolution authorizing and directing the City Secretary to give notice of intention to issue Certificates; and WHEREAS, the notice was published on July 30, 1995 and August 6, 1995 in the Williamson County Sun, a newspaper of general circulation in the City and a "newspaper" as defined in Article 28a, Vernon's Annotated Texas Civil Statutes; and WHEREAS, the City has not received a petition from the qualified electors of the City protesting the issuance of the Certificates; and WHEREAS, the City hereby finds that the issuance of the Certificates implements Finance Policy 4 of the Century Plan; and WHEREAS, it is considered to be in the best interest of the City that the interest bearing Certificates be issued. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GEORG]ETOWN, TEXAS: GEORGE/CO: ORDWANCE.dd 7/31/95 Section 1. RECITALS, AMOUNT AND PURPOSE OF THE CERTIFICATES. (a) The recitals set forth in the preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this Section. The certificates of the City of Georgetown, Texas (the City) are hereby authorized to be issued and delivered in the aggregate principal amount of $725,000 for the purpose of (1) constructing improvements to the City's stormwater drainage system and (2) paying professional services including legal, fiscal, architectural and engineering fees and other such costs in connection therewith. (b) Century Plan The City hereby finds that the issuance of the Certificates implements Finance Policy 4 of the Century Plan - Policy Plan Element, which states; "The City shall develop a strategy to provide sufficient financial resources, for both short: term and long term needs", and Economic Development Policy which states "The City will encourage diversified growth and promote business opportunities to create jobs, broaden the tax base, and minimize the impact of economic fluctuation"; and further finds that the enactment of this Ordinance is not inconsistent or in conflict with any other Century Plan Policies, as required by Section 2.03 of the Administrative Chapter of the Policy Plan. Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND MATURITIES OF CERTIFICATES. Each certificate issued pursuant to this Ordinance shall be designated: "CITY OF GEORGETOWN, TEXAS COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION, SERIES 1995", and initially there shall be issued, sold, and delivered hereunder fully registered certificates, without interest coupons, dated August 15, 1995, in the respective denominations and principal amounts hereinafter stated, numbered consecutively from R-1 upward (except the initial Certificates delivered to the Attorney General of the State of Texas which shall be numbered T-1 upward), payable to the respective initial registered owners thereof (as designated in Section 12 hereof), or to the registered assignee or assignees of said certificates or any portion or portions thereof (in each case, the "Registered Owner"), and said certificates shall mature and be payable serially on August 1 in each of the years and in the princi- pal amounts, respectively, as set forth in the following schedules: CWRGE/co: ORDMANCE.*2 7/31ro5 2 YEAR AMOUNT YEAR AMOUNT 1996 $20, 000 2006 $35 , 000 1997 20,000 2007 35,000 1998 20,000 2008 40,000 1999 25,000 2009 40,000 2000 25,000 2010 45,000 2001 25,000 2011 50,000 2002 30,000 2012 50,000 2003 30,000 2013 55,000 2004 30,000 2014 55,000 2005 35,000 2015 60,000 The term "Certificates" as used in this Ordinance shall mean and include collectively the certificates initially issued and delivered pursuant to this Ordinance and all substitute certificates exchanged therefor, as well as all other substitute certificates and replacement certificates issued pursuant hereto, and the term "Certificate" shall mean any of the Certificates. Section 3. INTEREST. The Certificates scheduled to mature during the years, respectively, set forth below shall bear interest from the dates specified in the FORM OF CERTIFICATE set forth in this Ordinance to their respective dates of maturity or redemption prior to maturity at the following rates per annum: YEAR 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 RATE YEAR 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 RATE GEORCE/CO: 01DINANCEA2 7/31/95 3 Interest shall be payable in the manner provided and on the dates stated in the FORM OF CERTIFICATE set forth in this Ordinance. Section 4. CHARACTERISTICS OF THE CERTIFICATES. Registration, Transfer, Conversion and Exchange; Authentication. (a) The City shall keep or cause to be kept at The Bank of New York, New York (the "Paying Agent/Registrar") books or records for the regis- tration of the transfer, conversion and exchange of the Certificates (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 pro- vided. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the Registered Owner of each Certificate to which payments with respect to the Certificates shall be mailed, as herein provided; but it shall be the duty of each Registered Owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The City shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The Paying Agent/Registrar shall make the Registration Books available within the State of Texas. The City shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Certificate or Certificates. Registration of assignments, transfers, conversions and exchanges of Certificates shall be made in the manner provided and with the effect stated in the FORM OF CERTIFICATE set forth in this Ordinance. Each substitute Certificate shall bear a letter and/or number to distinguish it from each other Certificate. Except as provided in Section 4(c) of this Ordinance, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Certificate, (late and manually sign said Certificate, and no such Certificate shall be deemed to be issued or c►utstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all paid Certificates and Certificates 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 Certificate or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Certificates in the manner prescribed herein, and said Certificates shall be printed or typed on paper of customary weight and strength. Pursuant to Article 717k-6, Vernon's Annotated Texas Civil Statutes, as amended, and particularly Section 6 thereof, the duty of conversion and exchange of Certificates as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Certificate, the converted and exchanged Certificate shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Certificates which initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General and registered by the Comptroller of Public Accounts. GEORGE/CO: ORDMANM*2 7/31/95 4 (b) Payment of Certificates 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 Certificates, 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 Certificates, and of all conversions and exchanges of Certificates, and all replacements of Certifi- cates, 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 Certificates (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Certificates to be payable only to the Registered Owners thereof, (ii) may be redeemed prior to their scheduled maturities (notice of which shall be given to the Paying Agent/Registrar by the City at least 45 days prior to any such redemption date), (iii) may be converted and exchanged for other Certificates, (iv) may be trans- ferred and assigned, (v) shall have the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and interest on the Certificates shall be payable, and (viii) shall be administered and the Paying Agent/Registrar and the City shall have certain duties and responsibilities with respect to the Certificates, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF CERTIFICATE set forth in this Ordinance. The Certificates 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 Certificate issued in conversion of and exchange for any Certificate or Certificates issued under this Ordinance the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF CERTIFICATE. (d) Substitute Paying Agent/Registrar. The City covenants with the Registered Owners of the Certificates that at all times while the Certificates are outstanding the City will provide a competent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Certificates 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 Certificates, 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 GEORGE/CO: ORDINANCE.dr2 7/31/95 5 thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of the Certificates, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as'such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. (e) Book -Entry -Only System. The Certificates issued in exchange for the Certificates initially issued as provided in Section 4(h) shall be issued in the form of a separate single fully registered Bond for each of the maturities thereof registered in the name of Cede & Co. as nominee of DTC and except as provided in subsection (f) hereof, all of the Outstanding Certificates shall be registered in the name of Cede & Co., as nominee of DTC. With respect to Certificates registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among DTC participants (the "DTC Participant") or to any person on behalf of whom such a DTC Participant holds an interest in the Certificates. Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Certificates, (ii) the delivery to any DTC participant or any other person, other than a Registered Owner, as shown on the Registration Books, of any notice with respect to the Certificates, including any notice of redemption, or (iii) the payment to any DTC Participant or any person, other than a Registered Owner, as shown on the Registration Books of any amount with respect to principal of, premium, if any, or interest on the Certificates. Notwithstanding any other provision of this Ordinance to the contrary, but to the extent permitted by law, the City and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose of payment of principal, premium, if any, and interest, with respect to such Bond, for the purposes of registering transfers with respect to such Certificates, and for all other purposes of registering transfers, with respect to such Certificates, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest on the Certificates only to or upon the order of the respective Registered Owners, as shown in the Registration Books as provided in the Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effecdve to fully satisfy and discharge the City's obligations with respect to payment of principal of, premium, if any, and interest on the Certificates to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in the Registration Books, shall receive a Bond certificate evidencing the obligation of the City to make payments of principal, premium, if any, and interest pursuant to the Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks being mailed to the registered owner at the close of business on the Record Date the word "Cede & Co. " in this Ordinance shall refer to such new nominee of DTC. OEORGE/CO: ORDMANCE.&2 7/31/93 6 ( D Successor Securities Depository; Transfer Outside Book -Entry -Only System. In the event tlux the City determines to discontinue the book -entry system through DTC or a successor or DTC determines to discontinue providing its services with respect to the Certificates, the City shall either (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one; or more separate Certificates to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Certificates and transfer one or more separate Certificates to DTC Participants having Certificates credited to their DTC accounts. In such event, the Certificates shall no longer be restricted to being registered in the Registration Books in the name of Cede & Co., a;; nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Registered Owner transferring or exchanging Certificates shall designate, in accordance with the provisions of this Ordinance. (g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the representation letter of the City to DTC. (h) Initial Bond(s). The Certificates herein authorized shall be initially issued as fully registered bonds, being one bond for each maturity in the denomination of the; applicable principal amount and the initial Bond(s) shall be registered in the names of the Purchaser or the designees thereof as set forth in Section 12 hereof. The initial Bond(s) shall be the Certificates submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the Purchaser. Immediately after the delivery of the initial Bond(s), the Paying .Agent/Registrar shall cancel the initial Bond(s) delivered hereunder and exchange therefor Certificates in the form of a separate single fully registered Bond for each of the maturities thereof registered in the name of Cede & Co., as nominee of DTC and except as provided in Section 4(f), all of the outstanding Certificates shall be registered in the name of Cede & Co., as nominee of DTC. Section 5. FORM OF CERTIFICATES. The form of the Certificates, including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration Certificate of the Comptroller of Public Accounts of the: State of Texas to be attached to the Certificates initially issued and delivered pursuant to this; Ordinance, shall be, respectively, substantially as follows, with such appropriate variations, omissions or insertions as an! permitted or required by this Ordinance. GEORGEh_O: ORDINANCE, *2 7/31M 7 FORM OF CERTIFICATE NO. R- UNITED STATES OF AMERICA PRINCIPAL STATE OF TEXAS AMOUNT COUNTY OF WILLIAMSON CITY OF GEORGETOWN, TEXAS $ COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION SERIES 1995 INTEREST DATE OF MATURITY RATE CERTIFICATES DATE CUSIP NO. August 15, 1995 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS ON THE MATURITY DATE specified above, the CITY OF GEORGETOWN, in Williamson County, Texas (the "City"), being a political subdivision of the State of Texas, hereby promises to pay to the Registered Owner set forth above, or registered assigns (hereinafter called the "Registered Owner") the principal amount set forth above, and to pay interest thereon from the Date of Certificates set forth above, on February 1, 1996 and semiannually on each August 1 and February 1 thereafter to the maturity date specified above, or the date of redemption prior to maturity, at the interest rate per annum specified above; except that if this Certificate is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such principal amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Certificate or Certificates, if any, for which this Certificate is being exchanged or converted from is due but has not been paid, then this Certificate shall bear interest from the date to which such interest has been paid in full. THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Certificate shall be paid to the Registered Owner hereof upon presentation and surrender of this Cerdficate at maturity, or upon the date fixed for its redemption prior to maturity, at The Bank of New York, New York, which is the "Paying Agent/Registrar" for this Certificate at their office in Houston, Texas (the "Designated Payment/Transfer Office"). The payment of interest on this MOR©YCO: ORDUONCE.& 7l31193 8 Certifiaite 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 authori2 ing the issuance of this Certificate (the "Certificate Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the Registered Owner hereof, at its address as it appeared on the last business day of the month preceding each such date (the "Record Date"') on the registration books kept by the Paying Agent/Registrar (the "Registration Books"). In addition, interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Registered Owner. In the event of a non-payment of interest on a schedulied payment date, and for 30 days thereafter, a new record date for slach 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 c►f 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 Certificate appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. Notwithstanding the foregoing, during any period in which ownership of the Certificates is determined only by a book entry at a securities depository for the Certificates, payments made to the securities depository, or its nominee, shall be made in accordance with arrangements between the City and the securities depository. ANY ACCRUED INTEREST due at maturity or upon the redemption of this Certificate prior i.o maturity as provided herein shall be paid to the Registered Owner upon presentation and surrender of this Certificate for redemption and payment at the Designated Payment/Transfer Office of the Paying Agent/Registrar. The City covenants with the Registered Owner of this Certificate that on or before each principal payment date, interest payment date, and accrued interest payment date for this Certificate it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Certificate Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Certificates, when due. IF THE DATE for the payment of the principal of or interest on this Certificate shall be a Sawrday, 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 CERTIFICATE is one of a Series of Certificates dated August 1, 1995, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $725,000, for the purpose of (1) constructing improvements to the City's stormwater drainage system and (2) paying professional services including legal, fiscal, architectural and engineering fees and other such costs in connection therewith. CWRGE/CO: ORDINANCE.&! 7/31/95 9 ON AUGUST 1, 2005, or on any date thereafter, the Certificates of this Series maturing on and after August 1, 2006 may be redeemed prior to their scheduled maturities, at the option of the City, with funds derived from any available and lawful source, at par plus accrued interest to the date fixed for redemption as a whole, or in part, and, if in part, the particular maturities to be redeemed shall be selected and designated by the City and if less than all of a maturity is to be redeemed, the Paying Agent/Registrar shall determine by lot the Certificates, or a portion thereof, within such maturity to be redeemed (provided that a portion of a Certificate may be redeemed only in an integral multiple of $5,000). NO LESS THAN 30 days prior to the date fixed for any such redemption, the City shall cause the Paying Agent/Registrar to send notice by United States mail, first-class postage prepaid to the Registered Owner of each Certificate to be redeemed at its address as it appeared on the Registration Books of the Paying Agent/Registrar at the close of business on the 45th day prior to the redemption date and to major securities depositories, national bond rating agencies and bond information services; provided, however, that the failure to send, mail or re; eive such notice, or any del ect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Certificates. By the date fixed for any such redemption due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Certificates or portions thereof which are to be so redeemed. If due provision for such payment is made, all as provided above, the Certificates or portions thereof which are to be so redeemed thereby automatically shall be treated as redeemed prior to their s,-heduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the right of the Registered Owner to receive the redemption price from the Paying Agent/Registrar out of the funds provided for such payment. If a portion of any Certificates shall be redeemed a substitute Certificates or Certificates having the same maturity date, bearing interest at the same rate, in ,any denomination or denominations in any integral multiple of $5,000, at the written request of the Registered Owner, and in. aggregate principal amount equal to the unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in the Certificate Ordinance. DURING ANY PERIOD in which ownership of the Certificates is determined only by a book entry at a securities depository for the Certificates, if fewer than all of the Certificates of the same maturity and bearing the same interest rate are to be redeemed, the particular Certificates of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the City and the securities depository. ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered certificates, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Certificate Ordinance, this Certificate may, at the request of the Registered Owner or the assignee or assignees hereof, be assigned, transferred, converted into and exchanged for a like aggregate principal amount of fully registered certificates, without interest coupons, payable to the appropriate Registered Owner, assignee or assignees, as the case may be, having the same denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of this Certificate to the Paying Agent/Registrar for cancellation, all in accordance with the form and GEORGE/CO: ORDINANCE. r2 7/31/95 10 procedures set forth in the Certificate Ordinance. Among other requirements for such assignment and transfer, this Certificate must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satis- factory to the Paying Agent/Registrar, evidencing assignment of this Certificate or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Certificate or any such portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Certificate may be executed by the Registered Owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assig.irnent satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Certificate or any portion or portions hereof from time to time by the; Registered Owner. The Paring Agent/Registrar's reasonable standard or customary fees and charges for assigning, transferring, converting and exchanging any Certificate or portion thereof will be paid by the City. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to make any such transfer, conversion, or exchange (i) 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, or (ii) with respect to any Certificate or any portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date; provided, however, such limitation of transfer shall not be applicable to an exchange by the Registered Owner of the unredeemed balance of the Certificate. IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the City, resign;;, or otherwise ceases to act as such, the City has covenanted in the Certificate Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Registered Owners of the Certificates. IT IS HEREBY certified, recited and covenanted that this Certificate 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 Certificate have been performed, existed and been done in accordance with law; that this Certificate is a general obligation of said City, issued on the full faith and credit thereof; and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Certificate, 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 this Certificate, together with other obligations of the City, is additionally secured by and payable from the surplus revenues of the City's Utility System, being the combined Waterworks, Sewer and Electric Light System, remaining after payment of all operation and maintenance expenses thereof, and all debt service, reserve and other requirements in connection with all of the City's revenue bonds or other obligations (now or hereafter outstanding), which are payable from all or part of the Net Revenues of the City's Utility System, which amount shall not exceed $10,000 all as provided in the Certificate Ordinance. GEORGE/CO: ORDINANCEA2 7/31/95 11 13Y BECOMING the Registered Owner of this Certificate, the Registered Owner thereby acknowledges all of the terms and provisions of the Certificate Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Certificate Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the City, and agrees tlriat the terms and provisions of this Certificate and the Certificate Ordinance constitute a contract between each Registered Owner hereof and the City. IN WITNESS WHEREOF, the City has caused this Certificate 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 said City, and has caused the official seal of the City to be dilly impressed, or placed in facsimile, on this Certificate. City Secretary (SEAL) MORC &CO: ORDIMANC8.8d 7/31M 12 Mayor FOPIVI OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE I'AYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Certificate 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 Certificate has been issued under the provisions of the Certificate Ordinance described in the text of this Certificate; and that this Certificate has been issued in conversion or replacement of, or in exchange for, a certificate, certificates, or a portion of a certificate or certificates of a Series which originally was approved by the Attorney General of the ;State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated The Bank of New York, New York Paying Agent/Registrair 0 Authorized Representative GEORGE ICO: ORDINANCE. *2 7131/95 13 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 Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints , attorney, to register the transfer of the within Certificate 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. MORMCO: ORDR"NCEA2 7/31M 14 NOTICE: The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Certificate in every particular, with- out 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 regis- tered 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 (COM:PTROLLER'S SEAL) Section 6. INT'EREST 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 ort and principal of said Certificates. All ad valorem taxes levied and collected for and on account of said Certificates shall be deposited, as collected, to the credit of said Interest and Sinking Fund. During each year while any of said Certificates 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 Certificates as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of said Certificates as such principal matures (but never less than 2 % of the original amount of said Certificates 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 Certificates 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 Certificates, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law. Section 7. REVENUES. The Certificates together with other obligations of the City, are additionally secured by and shall be payable from and secured by the surplus revenues of the City's utility system, being the combined Waterworks, Sewer and Electric Light System (the "Utility System"), after payment of all operation and maintenance expense,; or collections thereof, and all debt service, reserve, and other requirements in connection with all of the City's revenue bonds or other obligation (now or hereafter outstanding) which are payable from all or any part of the net revenues of the City's Utility System, with such amount not exceeding $10,000, GEORGE./CO: ORDINANCE. *2 7/31 /95 15 constituting "Surplus Revenues." The City shall deposit such Surplus Revenues to the credit of the Interest and Sinking Fund created pursuant to Section 6, to the extent necessary to pay the principal and interest on the Certificates. Notwithstanding the requirements of Section 6, if Surplus Revenues are actually on deposit or budgeted for deposit in the Interest and Sinking Fund in advance of the time when ad valorem taxes are scheduled to be levied for any year, then the amount of taxes which otherwise would have been required to be levied pursuant to Section 6 may be reduced to the extent and by the amount of the Surplus Revenues then on deposit in the Interest and Sinking Fund or budgeted for deposit therein. The Mayor and the City Secretary are hereby ordered to do any and all things necessary to accomplish the transfer of monies to the Interest and Sinking Fund of this issue in ample time to pay such items of principal and interest. Section 8. DEFEASANCE OF CERTIFICATES. (a) Any Certificate and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Certificate") within the meaning of this Ordinance, except to the extent provided in slabsection (d) of this Section. 8, when payment of the principal of such Certificate, plus interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof, 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 for such payment (1) lawful money of the United States of .America sufficient to make such payment, (2) Government Obligations which mature as to principal and interest in such amounts and at such times as will insure 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 for the payment of its services until all Defeased Certificates shall have become due and payable or (3) any combination of (1) and (2). At such time as a Certificate shall loe deemed to be a Defeased Certificate hereunder, as aforesaid, such Certificate and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes or revenues herein levied and pledged as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Government Obligations. (b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the City also be invested in Government Obligations, maturing in the amounts and times as hereiribefore set forth, and all income from such Government Obligations received by the Paying Agent/Registrar which is not required for the payment of the Certificates and interest thereon, with respect to which such money has been so deposited, shall be turned over to the City, or deposited as directed in writing by the City. (c) The term "Government Obligations" as used in this Section, shall mean direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, which may be United States Treasury obligations such as its State and Local Government Series, which may be in book - entry form. (d) Until all Defeased Certificates shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased GEORGE/CO: ORDINANCE, dd 7/31/91 16 Certificates 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. Section 9. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATES. (a) Replacement Certificates. In the event any outstanding Certificate is damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new certificate of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed Certificate, in replacement for such Certificate in the manner hereinafter provided. (b) Application for Replacement Certificates. Application for replacement of damaged, mutilated, lost, stolen or destroyed Certificates shall be made by the Registered Owner thereof to the Paying Agent/Registrar. In every case of loss, theft or destruction of a Certificate, the Registered Owner applying for a replacement certificate 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 Certificate, 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 Certificate, as the case may be. In every case of damage or mutilation of a Certificate, the Registered Owner shall surrender to the Paying Agent/Registrar for cancellation the Certificate so damaged or muti- lated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any such Certificate shall have matured, and no default has occurred which is then con- tinuing in the payment of the principal of, redemption premium, if any, or interest on the Certificate, the City may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Certificate) instead of issuing a replacement Certificate, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Replacement Certificates. Prior to the issuance of any replacement certificate, the Paying Agent/Registrar shall charge the Registered Owner of such Certificate with all legal, printing, and other expenses in connection therewith. Every replacement certificate issued pursuant to the provisions of this Section by virtue of the fact that any Certificate is lost, stolen or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen or destroyed Certificate shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Certificates duly issued under this Ordinance. (e) Authority for Issuing Replacement Certificates. In accordance with Section 6 of Article 717k-6, Vernon's Annotated Texas Civil Statutes, this Section 9 of this Ordinance shall constitute authority for the issuance of any such replacement certificate without necessity of furdier action by the governing body of the City or any other body or person, and the duty of the replacement of such certificates is hereby authorized and imposed upon the Paying Agent/Regis- trar, and the Paying Agent/Registrar shall authenticate and deliver such Certificates in the form and manner and with the effect, as provided in Section 4(a) of this Ordinance for Certificates CEORGUCO: 01WM CE.aa 7,31ro3 17 issued in. conversion and exchange for other Certificates. �►ection 10. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVI;310N, IF OBTAINED. The Mayor of the City is hereby authorized to have control of the Certificates initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Certificates pending their delivery and their investigation., examination, and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Certificates said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Certificates, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such Certificate. The approving legal opinion of the City's Bond Counsel and the assigned CUSIP numbers may, at the option of the City, b.- printed on the Certificates issued and delivered under this Ordinance, but neither shall have arty legal effect, and shall be solely for the convenience and information of the Registered Owners of the Certificates. In addition, if bond insurance is obtained, the Certificates may bear an appropriate legend as provided by the insurer. Section 11. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE (:ERTIFICATES. The City covenants to take any action necessary to assure, or refrain from any action which would adversely affect, the treatment of the Certificates as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the City covenants as follows: (a) to take any action to assure that no more than 10 percent of the proceeds of the Certificates 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 1.41(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 Certificates, in contravention of section 141(b)(2) of the Code; (b) to take any action to assure that in the event that the "'private business use" described in subsection (a) hereof exceeds 5 percent of the proceeds of the Certificates or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" which is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (c) 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 Certificates (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; CWRCM/CO: ORDINANCEA2 7/31/95 18 (d) to refrain from taking any action which would otherwise result in the Certificates being treated as "private activity bonds" within the meaning of section 141(b) of the Code; (e) to refrain from taking any action that would result in the Certificates being "federally guaranteed" within the meaning of section 149(b) of the Code; (f) to refrain from using any portion of the proceeds of the Certificates, 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 Certificates, other than investment property acquired with -- (1) proceeds of the Certificates invested for a reasonable temporary period of 3 years or less or, in the case of a refunding bond, for a period of 30 days or less until such proceeds are needed for the purpose for which the bonds are issued, (2) amounts invested in a bona fide debt service fund, within the meaning of section 1.103-13(b)(12) of the Treasury Regulations, and (3) 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 Certificates; (g) to otherwise restrict the use of the proceeds of the Certificates or amounts treated as proceeds of the Certificates, as may be necessary, so that the Certificates do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings); (h) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Certificates) an amount that is at least equal to 90 percent of the "Excess Earnings, " within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Certificates have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code; and. (i) to maintain such records as will enable the City to fulfill its responsibilities under this section and section 148 of the Code and to retain such records for at least six years following the final payment of principal and interest on the Certificates. In order to facilitate compliance with the above covenants (h) and (i), a "Rebate Fund" is hereby established by the City for the sole benefit of the United States of America, and such fund shall not be subject to the claim of any other person, including without limitation, the bondholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. GEORGE/CO: ORDUONCE.&2 7/31/0 19 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 Certificates, 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 Certificates 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 Certificates, 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 Certificates under ;section 103 of the Code. In furtherance of such intention, the City hereby authorizes and directs the Mayor to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the City, which may be permitted by the Code as are consistent with the purpose for the issuance of the Certificates. Section 12. SALE OF CERTIFICATES. The Certificates are hereby initially sold and shall be delivered to Legg Mason Wood Walker, Inc. and Southwest Securities, Inc., at the price and in accordance with the terms and provisions of a Bond Purchase Contract in substantially the form attached hereto as Exhibit A, which the Mayor of the City is hereby authorized and directed to execute and deliver and the City Secretary is further authorized and directed to attest such agreement. It is hereby officially found, determined, and declared that the terms of this sale are the most advantageous reasonably obtainable. The Initial Bonds shall be registered in the name of Legg Mason Wood Walker, Inc. Section 13. REMEDIES IN EVENT OF DEFAULT. In addition to all of the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees that in the event of default in payment of principal or interest on any of the Certificates when due, or, in the event: it fails to make the payments required to be made into the Interest and Sinking Fund or defaults in the observance or performance of any other of the contracts, covenants, conditions or obligations set forth in this Ordinance or in the Certificates, the following remedies shall be available: (a) the Registered Owners shall be entitled to a writ of mand<imus issued by a court of competent jurisdiction compelling and requiring the City and the officials thereof to observe and perform the contracts, covenants, obligations or conditions prescribed in this Ordinance; and (b) any delay or omission to exercise any right or power accruing upon any default shall not impair any such right or power nor be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exer- cised from time to time and as often as may be deemed expedient. GEOR©?/CO: ORDINANCE.&2 7/31/95 20 ►3ection 14. INTEREST EARNINGS ON CERTIFICATE PROCEEDS. Interest earning► derived from the investment of proceeds from the sale of the Certificates shall be used along with other certificate proceeds for the purpose for which the Certificates are issued set forth in Section 1 hereof; provided 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 certificate proceeds which are required to be rebated to the United States of America pursuant to Section 11 hereof in order to prevent the Certificates from being arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of this Section. Section 15. APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT AND LETTER OF REPRESENTATIONS. Attached hereto as Exhibit "B" is a substantially final form of Paying Agent/Registrar Agreement with an attached Letter of Representations. Each of the Mayor, City Manager and Director of Finance are hereby authorized to amend, complete or modify such agreement and the Letter of Representations as necessary and are further authorized to execute such agreement and the City Secretary is hereby authorized to attest such agreement. Section 16. SEVERABILITY. The provisions of this Ordinance are severable; and in case any one or more of the provisions of this Ordinance or the application thereof to any person or circumstance should be held to be invalid, unconstitutional, or ineffective as to any person or circumstance, the remainder of this Ordinance nevertheless shall be valid, and the application of any such invalid provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby. Section 17. EFFECTIVE DATE. This Ordinance shall become effective upon the final passajge of this Ordinance, and no petition was received from the qualified electors of the City protesting the issuance of such Certificates. GEORM'CO: ORDINANCEA2 7131/95 21 :PASSED AND APPROVED on First Reading on the 8th day of August, 1995. PASSED AND APPROVED on Second Reading on the 22nd day of August, 1995. THE CITY OF GEORGETOWN: By: Leo Wood, Mayor City of Georgetown, Texas ATTEST: Sandra Lee City Secretary APPROVED AS TO FORM: Marianne Landers Banks City Attorney CR.'.ORCEJCO: ORDINANCEA2 7/31/95 22 EXHIBIT "A" BOND PURCHASE CONTRACT GEORGE'CO: ORDINANCE.*2 7/31/95 A-1 EXHIBIT B PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT entered into as of August 15, 1995 (this "Agreement"), by and between the City of Georgetown, Texas (the "Issuer"), and The Bank of New York, New York, a banking corporation duly organized and existing under the laws of the State of New York (the "Bank" RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its Combination Tax and Revenue Certificates of Obligation, Series 1995 in the aggregate principal amount of $725,000 and its General Obligation Refunding Bonds, Series 1995 in the aggregate principal amount of $ (collectively, the "Securities"), such Securities to be issued in fully registered form only as to the payment of principal and interest thereon; and WHEREAS, the Securities are scheduled to be delivered to the initial purchasers thereof on or about September 19, 1995: and WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection with the payment of the principal of, premium, if any, and interest on said Securities and with respect to the registration, transfer and exchange thereof by the registered owners thereof; and WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the Securities; NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Securities. As Paying Agent for the Securities, the Bank shall be responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the Securities as the same become due and payable to the registered owners thereof, all in accordance with this Agreement and the "Order" (hereinafter defined). The Issuer hereby appoints the Bank as Registrar with respect to the Securities. As Registrar for the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of said Securities and with respect to the transfer and exchange thereof as provided herein and in the "Order." GEORGITOWNtm: NAnNawca 7i24ro3 The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrc-ir for the Securities. Section 1.02. Compensation. As compensation for the Bank's services as Paying Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Schedule A attached hereto for the first year of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year. In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements and advances incurred or made by the Bank in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). ARTICLE TWO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Acceleration Date" on any Security means the date on and after which the principal or any or all installments of interest, or both, are due and payable on any Security which has become accele rated pursuant to the terms of the Security. "Bank Office" means the designated office of the Bank as indicated on the signature page hereof, except that the payment and registration duties of the Bank will be performed from the Bank's designated office located in Houston, Texas. The Bank will notify the Issuer in writing of any, change in location of the Bank Office. "Fiscal Year" means the fiscal year of the Issuer, ending September 30. "Holder" and "Security Holder" each means the Person in whose name a Security is registered in the Security Register. "Issuer Request" and "Issuer Order" means a written request or order signed in the name of the Issuer by the Mayor of the Issuer, any one or more of said officials, delivered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political GCORMTOWN/W: PAYING.AGA 7/24/93 2 subdivision of a government. "Predecessor Securities" of any particular Security means every previous Security evidencing all or a portion of the same obligation as that evidenced by such particular Security (and, fir the purposes of this definition, any mutilated, lost, destroyed, or stolen Security for which a replacement Security has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the Order). "Redemption Date" when used with respect to any Bond to be redeemed means the date fixed for such redemption pursuant to the terms of the Order. "Order" means the order, ordinance or resolution of the governing body of the Issuer pursuant to which the Securities are issued, certified by the City Secretary of the Issuer or any other officer of the Issuer and delivered to the Bank. "Responsible Officer" when used with respect to the Bank means the Chairman or Vice - Chairman of the Board of Directors, the Chairman or Vice-chairman of the Executive Committee of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom suuch matter is referred because of his knowledge of and familiarity with the particular subject. "Security Register" means a register maintained by the Bank on behalf of the Issuer providing for the registration and transfer of the Securities. "Stated Maturity" means the date specified in the Order the principal of a Security is scheduled to be due and payable. Section 2.02. Other Definitions. The terms "Bank," Issuer," and Securities (Security)" have the meanings assigned to them in the; recital paragraphs of this Agreement. The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and functions of this Agreement. ARTICLE THREE PAYING AGENT Section 3.01. Duties of .Paying Agent. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of each. Security at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon GEORGCTO"im: PAYING.AGR 7/24/93 3 surrender of the Security to the Bank at the Bank Office. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each Security when due, by computing the amount of interest to be paid each Holder and preparing and sending; checks by United States Mail, first class postage prepaid, on each payment date, to the Holden; of the Securities (or their Predecessor Securities) on the respective Record Date, to the address, appearing on the Security Register or by such other method, acceptable 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 Securities on the dates specified in the Order. ARTICLE FOUR REGISTRAR Section 4.01. Security Register - Transfers and Exchanges. The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the "Security Register") for recording the names and addresses of the Holders of the Securities, the transfer, exchange and replacement of the Securities and the payment of the principal of and interest on the Securities to the Holders and containing such other information as may be reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and the Bank may prescribe. All transfers, exchanges and replacement of Securities shall be noted in the Security Register. Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the National Association of Securities Deal- ers, 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 Securities. To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof will be completed and new Securities delivered to the Holder or the assignee of the Holder in not more than three (3) business days after the receipt of the Securities to be canceled in an exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar. GPOR MWN/ 0: PAYINGAGR 7a.r95 4 Section 4.02. Certificates. The Issuer shall provide an adequate inventory of printed Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities will be kept in safekeeping pending their use, and reasonable care will be exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than the care maintained by the Bank for debt securities of other political subdivisions or corporations for which it serves as registrar, or that is maintained for its own securities. Section 4.03. Form of Security Register. The Bank, as Registrar, will maintain the Security Register relating to the registration, payment, transfer and exchange of the Securities in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Security Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Security Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4.04. List of Security 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 Security Register. The Issuer may also inspect the information contained in the Security Register at any time the Barak is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. The Bank will not release or disclose the contents of the Security Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure of the contents of the Security Register, the Bank will notify the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of the Security Register. Section 4.05. Return of Canceled Certificates. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Securities in lieu of which or in exchange for which other Securities have: been issued, or which have been paid. Section 4.06. Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby instructs the Bank, subject to the applicable provisions of the Order, to deliver and issue Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as the same does not result in an overissuance. GCGRGL* "/GO: PAYING.AGR 7/24/95 5 In case any Security shall be mutilated, or destroyed, lost or stolen, the Bank, in its discretion, may execute and deliver a replacement Security of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Security, or in lieu of and in substitution for such destroyed lost or stolen Security, only after (i) the filing by the Holder thereof with the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Security shall be borne by the Holder of the Security mutilated, or destroyed, lost or stolen. Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06. ARTICLE FIVE THE BANK Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care in the performance thereof. Section 5.02. Reliance on Documents, Etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank. (b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that 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 GMRM'0"100: PAYING.AGA VU/91 6 foregoing statement, the Bank need not examine the ownership of any Securities, but is protected in acting upon receipt of Securities containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the 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, rote, security or other paper or document supplied by Issuer. (e) The Bank may consult with counsel, and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. (f) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of the Bank. Section 5.03. Recitals of Issuer. The recitals contained herein with respect to the Issuer and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness. The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security, or any other Person for any amount due on any Security from its own funds. Section 5.04. May Hold Securities. The Bank, in its individual or any other capacity, may become the. owner or pledgee of Securities and may otherwise deal with the Issuer with the same rights it would have if it were not the PCLying Agent/Registrar, or any other agent. Section 5.05. Moneys Held by Bank. The Bank shall deposit any moneys received from the Issuer into a trust account to be held in a fiduciary capacity for the payment of the Securities, with such moneys in the account that exceed the deposit insurance available to the Issuer by the Federal Deposit Insurance Corporation, to be fully collateralized with securities or obligations that are eligible under the laws of the State of Texas and the laws of the United States of America to secure and be pledged as collateral for trust accounts until the principal and interest on such securities have been presented for payment and paid to the owner thereof. Payments made from such trust account shall be made by check drawn on such trust account unless the owner of such Securities shall, at its own expense and risk, request such other medium of payment. Subject to the Unclaimed Property Law of the State of Texas, any, money deposited with the Bank for the payment of the principal, premium (if any), or interest on any Security and remaining unclaimed for three years after the final maturity of the Security has become due and payable will be paid by the Bank to the Issuer if the Issuer so elects, and the Holder of such Security shall hereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to such monies shall thereupon cease. If the Issuer does not elect, the Bank is (XORcLq'O%"/00: rnnNGAGR WUMS 7 directed to report and dispose of the funds in compliance with Title Six of the Texas Property Code, cas amended. Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State District Court located in the State and County where either the Bank Office or the administrative offices, of the Issuer is located, and agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction to determine the rights of any Person claiming any interest herein. Section 5.08. Depository Trust Company Services. It is hereby represented and warranted that, in the event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the "Operational Arrangements," effective August 1, 1987, which establishes requirements for securities to be eligible for such type depository trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. Attached hereto is a copy of the Letter of Representations with The Depository Trust Company. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. GE.ORCE.TO"/W: PAYINC.AGR 7124/93 8 Section 6.02. Assignment. 'This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or the )Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of this Agreement. Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the constniction hereof. Section 6.05. Successors and Assigns. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed or not. Section 6.06. Severability. In case any provision herein shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 6.07. Benefits of Agreement. 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 Order 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 Order, the Order 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. GWRGEMWN/GO: PAYING.AGR 7/U/93 9 'Section 6.10. Termination. 'This Agreement will terminate (i) on the date of final payment of the principal of and interest on the Securities to the 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 Securities of the appointment of a successor Paying Agent/Registrar. Furthermore, the Bank and Issuer mutually agree that the effective date of an early termination of this Agreement shall not occur at any time which would disrupt, delay or otherwise adversely affect the payment of the Securities. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security Register (or a copy thereof), together with other pertinent books and records relating to the Securities, to the successor Paying Agent/Registrar design2Lted and appointed by the Issuer. The provisions of Section 1.02 and of Article Five shall survive and remain in full force and effect following the termination of this Agreement. Section 6.11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. GPORG rTOWN/GO! PAYING.AGR W24/93 10 'N WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. THE BANK OF NEW YORK:, NEW YORK m Title 10161 Centurion Parkway, 3rd Floor Tower Marc Plaza Jacksonville, Florida 32256 Attest: Title [BANK SEAL] CITY OF GEORGETOWN„ TEXAS a Mayor P.O. Box 409, Georgetown, 'Texas 78627 [ISSUER SEAL] Attest: City Secretary GHOaW*OWN,00: PAYINGAGR,/U/93 11 SCHEDULE A Paying Agent/Registrar Fee Schedule [To be supplied by the Bank] ceoaceTOWN/oo: rAnNGAGR 7n4/95 Letter of Representations (Name of Issnerl (Name of Agent Attention: General Counsel's office The Depository Trust Company 55 Water Street, 49tli Floor New York, NY 10041-0099 Re: (Issue DewriptioW Ladies and Gentlemen: (Date, This letter sets forth our underst,tnding with respect to certain matters relating to the above -referenced issue (the "Bonds").Agetlt %gill act as trustee, pa%ing agent, fiscal agent, or other agent of Issuer with respect to the Bonds. The Bonds vAl be issued Pursuant to a trust indenhlre. bond resolution. or other such document authorizing the issuance of the Bonds elated I99_ (flee "Docuinellt"). is (listlibutittg the Bottds tltrowdi The Del)()sitory Tntst C;ottllr. lIV (1)'I'C") To irtdtt, IYrC to acccj)t tli l3oltcls as Uli'�ibk' I()r (IL-l)()sit at altcl to act ill acc(►rcLt►►��� with its RHIL's witl► r('sl)('ct to tlt(. 11(►1(ds, Issm-r altd Agcnt, il' :ttty, itt;tkc th(. kdltmI'lig a-pro.-settt.tti(Ilts to L),r(:: 1. Prior to closing on the Bonds cut - , 199--, there shall be c etmsited with DTC once Bond wrtilicate regristered in tilt- nai►tc of D,rai nominee, Cede & Co., (or each stated maturity of the 13oncls in tilt. lace amounts s(.t li)itli on Schedule A hereto, the total of which the aggregate principal rl�prc�seuts 1OO�lo of the principal amormt of such Bonds. [f, however, :uuotuit of any maturity meedi $150 million, our certificate %gill he issued with respect to each S 150 million of principal anu)rrnt and an :l(l(liti()jlal certificate will be issued with respect to any remaining principid :uiiount. Each $150 million Bond certificate shall bear the following legend: Unless this certificate is press lited by an authorised representative of The Depository Trust Company, it New York corporation ("DTC-), to Issuer or its agent for registration of transfer, exchange, or pa)ittcnt, and any cel-tificute issued is rgristered in the name of Cede & Co. or in such other name a:S is requested b\• an authorized representative of DTC (and any payment is made to Cede be Co. or to such other entity :rs is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE. OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner liereof, Cede & Co., has an interest herein. 2. In the event of any solicitation of consents from or voting by holders of the Bonds, Issuer or Agent sha11 establish a record date for such purposes (with no pro\ision for revocation of consents or votes by subsequent holders) and shall, to the extent possible, send notice of such record date to DTC not less than 15 calendar days in advance of such record date. 3. In the event of a full or p:u-tial redemption or an advance refunding of part of die outstanding Bonds, Issuer or Agent shall send a notice to DTC specifying: (a) the amount of the redemption or refunding; (b) in die case of a refunding. die maturity date(s) established under the refunding; and (c) the date such notice is to be mailed to beneficial owners or published (the "Publication Date"). Such notice sliall be sent to DTC by a secure niewis (e.g., legible telecopy, registered or certified mail, overnight delivery) in a timely manner designed to assure that such notice is in DTC's possession no later than the close of business on the business clay before the Publication Date. Issuer or Agent shall forward such notice eidier in a separate secure transmission for each CUSIP number or in a secure transmission for multiple CUSIP numbers (if applicable) myhich includes it manifest or list of each CUSIP submitted in that transmission. (The pam sending such notice shall have a mediod to verify subsequently the use of such means and tilt' timeliness of such notice.) The Publication Date shall be not less than :30 days nor more than 60 days prior to die redemption date or, in the case of an advance refunding. the date that the proceeds are deposited in escrow. 4. In the event of an iri-%itatiort to tender- the Bonds. notice by Issuer• or Agent to Botulliolders speeihing the terms of the tender and the Publication Date of•such Notice shall be sent to DTC b,,,• a secure means in the manner set forth in the preceding Parcgrapii. 5. All notices and payment advices sent to DTC shall contain the CUSIP ncrmher of the Bonds. 6. Notices to DTC pursuant to Paragraph 2 by telecopy shall be sent to DTC's Reorganization Department at (212) 7,09-6896 or (212) 709-6897, and receipt of such notices shall be conf need In. telephoning (212) 709-GS 0. Notices to DTC plimia tt to Paragraph 2 by mA or by :env other mezills shall be sent to: .Sirp(.-r,isc)r: Prcr\N (i0)1;t4,Mix:rti0)1l I)c•p"tnicnt The D p,()sitorn -I'r-rrtit C MII[)arry i i i;u o wl- S(pi rc: 23rc1 IIOc)r tic��� Y'wk. N 1' 1000.1-269-3 7. ;Notices to I),rC pnrstrurt to Paragraph ph :I I)y tocc•opy ,hull lu- sent to ure*s Call Ncrti(icatiorr Department at (516) 22 i-4164 or (S 16) 22 i --t I90. 1(' the p;u�y se-ncling the notice dcx:s nut receive a tclecopy receipt l*mm DTC (mnAming th;tt tilt, notice lists hmn received, such party shall telephone (516) 227-4070. Notices to DTC purstuutt to Paragt;tph :3 by mail or by any other nicans sh;tll be 10 sent to: Call Notification Department Tile Depository Tntst Company 711 S tew;ut Avenue ue Carden City, NY 11530-4 7 19 8. Notices to DTC purswuit to Paragraph 4 and notices o(' ether actions (including mandatory tenders, exchanges, and capital changes) by telecopy shall he sent to DTC's Reorganization Department at (212) 709-1093 or (212) 709-1694, sail receipt of'such notices silldl be confinned by telephoning (212) 709-6884. Notices to DTC pursuant to the above by mail or by any, other means shall be sent to: Manager; Reorganization Department Reorganization Window The Depository Trust Company i Hanover Square; 13)rd Floor New York, NY 10004-269.5 9. Transactions ill die Bonds shall be eli`rible for next -day funds settlement in DTC's Next -Day Funds Settlement ("NDFS") system. A. Interest payments shall be received by Cede & Co., as nominee of DTC, or its registered assigns in next -day funds on each payment date (or the equivalent in accordance with existing arrangements between Issuer or Agent and DTC). Such payments shall be made payable to the order of Cede & Co. Absent any other existing arrangements such payments shill be addressed as follows: Manager; Cash Receipts Dividend Department The Depositon. Trust Company 7 Hanover Square; 24th Floor New York, NY 10004-2695 B. Principa.1 payments shall be received by Cede & Co.. its nominee of DTC. or its registered assigns in next -clay funds on each payrtient date (or the e(lui%aletit in accordance \pith exisdrig arrangements between Issuer or Agent and DTC:). Such pavnterrts shall be made payable to die order of*Cede & Co.. and shall be addressed ;ts follows: NDFS Redemption Department The Depository Trust Company 55 Water Street; 50th Floor New York, NY 1004l -0099 10. DTC may direct Issuer or Agent to use anv other telephone- 111.1m er or address its the ntimber or address to Which notices or pa\wents of intcrc:st or hrincilr.tl ttut� hc� sent. 11. In tlrc cVcnt (da rc•cic-tnption, acceleration, or any• other' sintil;u• tr;crts;tction t<!ncic l' nta(lc' said accc ptc d in response to Istint-r:s or• Agc.-nt's in"itation) nt-c•es`it;sting a rc-cltrction in the ag grc gak' principal atttmrnt c►I. 13(nids outstanding or an advai c•c- re('irnditt, ()[part of* the 13oncls outst;crtcling. ixrc, in its clisc•rc-tion: (;t) ruin' w(Itrcst Issiier or Agcrtt to ititittc ;►ncl it HOW 13011cl cc�rtili<atc�. or (1)) suss% make ;tut ric,tatif)" on thl. Ilctttcl cc-rtilicatc, irtclic;airs, the. cl;etc. mid ;trttuttnt (d sticlt irr the' c;t•c OI* Fitt;tl rrt;ttttr•ity, in which c;rsc. the. c:c rtilic;►tc� \%ill I►o to kstrct. wAgo -lit prior to) lm.%tirc-nt it rcilirirccl. 12. It► the event that Issuer detennines that beneficial mmers of Bonds shall he able to obtain certificated Bonds, Issuer or Agent shall notify DTC of the mailability of Bond certiftcates. Ii► such event, Issttrr or Agent shall issue, transfer, and exchange Boild ceiliflcates in appropriate amounts, ur required h%- DTC and others. 13. DTC may discontinue providing its ieivices m securities depository with respect to the Bon(Ls at any bme by giving reasonable notice: to Issuer or Agent (at which time DTC will confirm with issuer or Agent the aggregate principal amount of Bands outstanding). Under such circumstances. at DTC's request Issuer and Agent shall cooperate fully with DTC by talking appropriate action to make available one or more separate certificates evidencing Bonds to any DTC Participant hawing Bonds credited to its DTC accounts. 14. Nothing herein shall be deemed to require Agent to advance Funds on behalf of Issuer. Notes: Very tntly yours, A. if there is an Agent (as defined in this Letter of Rep resciitatiotL0. Agent as well as Issuer mtist sigii flux Letter. If them is no Agent, ui sigiiing dais Letter Issuer itself uncicrt:akc�s to Ixrfi�nn :all of the (A)fig ttiom set forth herein. B. Under RtJcK of die Mm&ip:J Securities Rttlem iktig Bo:ucl reLitin, to "good &Liver u . a nrikii-:J securities de:Jer must 1� :Jile�to cletennine die date that a notice of a p:utial aJl or of wi ach:uice refiuiduig of a part cif m issue is published (die "publication (ate").~iiie establishment of such a publiattion (tte is :uidressed iri Pmugnyli .3 of die Letter. C. Schedule B contains statements that DTC believes accumteh- describe DTC, the method of effecting book- entty traiufers of securities clistrihuted thrtx�gh DTC. ,sid wrt do re6te(l ivatters. Received and Accepted: THE DEPOSITORY TRUST COMPANY B%-: (AlldWriA d 0MIL't-0 cc: l; ndi-m-riter Umlermriter's 0miusel By: Br t Issuer) authorized Oflicvr's Siputure) Agent) Authoriwd Of(ic-rr's Signaturr) 8. Principal and interest payments on the Securities will be made to OTC. DTC's practice is to credit Direct Participants' accounts on payable date in accordance with their respective holdings shown on OTC's records unless OTC has reason to believe that it will not receive payment on payable date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of OTC, the Agent, or the Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to OTC is the responsibility of the Issuer or the Agent, disbursement of such payments to Direct Participants shall be the responsibility of OTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. (9. A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its Participant, to the (Tender/Remarketing] Agent, and shall effect delivery of such Securities by causing the Direct Participant to transfer the Participant's interest in the Securities, on DTC's records, to the (Tender/Remarketing] Agent. The requirement for physical delivery of Securities in connection with a demand for purchase or a mandatory purchase will be deemed satisfied when the ownership rights in the Securities are transferred by Direct Participants on OTC's records.] 10. OTC may discontinue providing its services as securities depository with respect to the Securities at any time by giving reasonable notice to the Issuer or the Agent. Under such circumstances, in the event that a successor securities depository is not obtained, Security certificates are required to be printed and delivered. 11. The Issuer may decide to discontinue use of the system of book -entry transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered. 12. The information in this section concerning DTC and OTC's book -entry system has been obtained from sources that the Issuer believes to be reliable, but the Issuer takes no responsibility for the accuracy thereof. 1. This Rider supersedes any contradictory language set forth in the Letter of Representations to which it is appended. 2. With respect to principal and income payments in the Securities: A. DTC shall receive all dividend and interest payments on payable date in same -day funds by 2:30 p.m. ET (EastE:rn Time). B. Issuer agrees that it or Agent shall provide dividend and interest payment information to a standard announcement service subscribed to by DTC. In the unlikely event that no such service exists, Issuer agrees that it or Agent shall provide this information directly to DTC in advance of the dividend or interest record date as soon as the information is available. This information should be conveyed directly to DTC electronically. If electronic transmission is not possible, such information should be conveyed by telephone or facsimile transmission to: The Depository Trust Company Manager, Announcements Dividend Department 7 Hanover Square, 22nd Floor New York, NY .10004 Phone: (212) 709-1270 Fax: (212) 709-1723, 1686 C. Issuer agrees that for dividend and interest payments, it or Agent shall provide automated notification of CUSIP-level detail to the depository no later than noon ET on the payment date. D. DTC shall receive maturity and redemption payments and CUSIP- level detail on the payable date in same -day funds by 2:30 p.m. ET. Absent any other arrangements between Agent and DTC, such payments shall be wired according to the following instructions: Council meeting date: 8-8-95 Item No. AGENDA ITEM COVER SHEET SUBJECT Appointment of one construction trade member, one HVAC member, two alternate trade members, and two alternate at -large members to the Building Standards Commission ITEM SUMMARY You amended the composition of the Building Standards Commission at the Bast regular meeting. In addition, Carl Oldani has resigned as the HVAC representative to the Board. Subject to Council approval, the following people are recommended: John Burris, the current construction trade member to fill the HVAC position John Gavurnik to be the construction trade member (application info attached) Please provide suggestions to fill the positions of the four alternate members. Two of the alternate members must represent the construction trade, HVAC, plumbing or fire protection; while the two remaining members may represent the public at large. We have one application on file, that of Gary Dewayne Bowien. His information is attached. ATTACHMENTS 1. Copy of resignation letter from Carl Oldani 2. Copy of applications for membership from John Gavurnik and Gary Dewayne Bowien. Submitted by: Leo Wood, Mayor 30118 Live Oak Trail Georgetown, Texas 78628 July 24, 1995 Mr. Leo Wood City of Georgetown PO BOX 409 Georgetown,TX 78627 Dear Mr. Wood, RECEIVED Thank you for the opportunity to serve the City Of Georgetown on the Building Standards Commission. I have enjoyed working with this committee and. hope we have succeeded in furthering the goals: of the City of Georgetown. I have recently sold my Mechanical Contracting business here in town- and "my new venture leaves me little opportunity to attend the commission meetings. Bence, I respectfully submit my resignation from the Building Standards Commission. Thank you once again for the opportunity to serve the City of Georgetown. Sincerely, Carl A. Oldani Application for Boards and Commissions Mayor and City Council City of Georgetown P.O. Box 409 Georgetown, TX 78627-0409 Name Home Phone Work Phone InAA) 137 6WV UXA) tv_- 7> Address Do you live inside Georgetown City limits? AYes ❑ No (Some boards have residency requirements) Board or Commission for -which you are applying: ❑ Airport Advisory Board ❑ Hospital Authority ❑ Board of Adjustment: ❑ Housing Authority g Building Standards Commission ❑ Library Advisory Board ❑ Convention and Visitor's Bureau ❑ Parks and Recreation Board ❑ Electric Examiner's Board ❑ Planning and Zoning Commission ❑ Historic Preservation Commission ❑ Williamson County and Cities Health District Please attach a cover letter or resume which tells the Mayor and City Council about your background, interest, and experiences. V 1._.a3.�.� i..i.. - 'i... ''-r y^^'•'.".. _ _ _-�♦ a'J•__.,•._.. R__._-. ..."=s--`. .'_13y''"i: =.�r JOHN J. GAVURNIK 120 Rio Vista Georgetown, Texas 78626 512/869-2309 512/255-0512 EMPLOYMENT HISTORY: October 1992 to Present: Gavurnik Homes 120 Rio Vista Georgetown, Texas 78626 Formed Gavurnik Homes, building single- family homes in central Texas. 1988 - 1992: C.P. Morgan Company 301 E. Carmel Drive, #E-300 ` Cannel, Indiana 46032 Vice President of Construction Total responsibility for all production, purchasing and estimating. Over 1,100 single-family homes and 70 townhomes were built. 1985 - 1988: Gavurnik Development Company; Inc. One Cicero Lane Austin, Texas 78746 In August, 1985, fonned Gavurnik Development Co., Inc Developed 29 duplex lots and three multi -family sites in Elgin, built over 40 duplexes, 20 single-family homes, a 7,000 square (bot retail center, numerous retail and office finish -outs, and remodeling. 1978 - 1985: Nash Phillips/Copus, Inc. Austin, Texas 78752 Vice -President of Multi -Family Construction: Total responsibility for all production, purchasing, estimating, decorating and suggested selling prices of all units built by the Multi -Family Division. During this period, our division built two thousand condominiums, townhouses, duplexes, fourplexes, two small office buildings and a branch bank building. We also completed 1,100 apartment units. JOHN J. GAVURNIK page -2- The Executive Home Division, consisting of custom home building over $200,0001, on our lots or the customer's, was also under my responsibility. 1984: Promoted to Vice -President of Multi -Housing Division: Assumed all sales and marketing responsibilities as well as all previous responsibilities. 1968 - 1978: Kennedy Brothers, Inc. 10 E. College Drive Arlington Heights, Illinois 60004 1968 - 1970: Assistant Construction Superintendent: Responsible for buildings from drywall stage through completion. All buildings were single-family dwellings. 1971 - 1973: Project Manager: Responsible for buildings from start to completion.` Had an assistant superintendent working under my supervision. . Buildings included single-family and multi -family dwellings. 1973 - 1975: III-oductio�n Manager: Responsible for one -hall of the company's volume, with five superintendents reporting to me. All of the production and service in four subdivisions were my responsibility. I reported to the Director of Construction. 1975 - 1978: Director of Construction: Total responsibility for all production and service, with 18 superintendents and service managers reporting to me. Assisted the Director of Purchasing in developing specii:ications, securing contracts and selecting subcontractors and suppliers. Set up production and service reporting system. Helped develop several procedures to streamline operations, i.e., securing building permits, creating new building schedules. During the ten years with Kennedy Brothers, Inc., we delivered over 3,000 single family homes and townhouses with 1,300 units delivered in the last two years. Over 400 apartment units were also constructed during this period. Application for Boards and Commissions Mayor and City Council City of Georgetown P.O. Box 409 Georgetown, TX 78627-0409 Name Home Phone Work hone I !�Cwilf- Address DO', f Do you live inside Georgetown City limits? .Yes ❑ No (Some boards have residency requirements) Board or Commission for which you are applying: ❑ Airport Advisory Board ❑ Hospital Authority ❑ Board of Adjustment ❑ Housing Authority Building Standards Commission ❑ Library Advisory Board ❑ Convention and Visitor's Bureau ❑ Parks and Recreation Board ❑ Electric Examiner's Board ❑ Planning and Zoning Commission ❑ Historic Preservation Commission ❑ Williamson County and Cities Health HviatG District ignatu Date Please attach a cover letter or resume which tells the Mayor and City Council about your background, interest, and experiences. -a /��1� �5 e tic. �•y�o ��.oG� Lc>i � i' � C_� % / ,dC_ ice` .6�/U/ GAS d�'S 5��-- j r '7� Z-, Jam. a � o %J- //1 i Lf f/l min /S /1-�Y i i i4roF /j ` e zzp .tom ATE OF BIRTH: MARITAL STATUS: CURRICULUM VITAE GARY D. BOWIEN 500 Algerita Dr., Apt. D Georgetown, Texas 78628 April 12, 1961 Divorced NUMBER OF CHILDREN: Two EDUCATION AND MILITARY SERVICE: 1986-1990 Eastfield Community College Field of Study: Air Conditioning and Refrigeration. Graduated 1991 1980-1981 Enlisted U. S. Navy Honorable Discharge April 2, l 981. 1978-1980 Junction City High School - Received GED 1980. WORK EXPERIENCE: April 1993 - Present A-1 RELIABLE SERVICES Position: Service Manager Job Duties: Oversee employees, schedule service calls, schedule bids on A/C replacements, oversee new construction installations, follow ups on customer service calls, design and estimate cost installations on new homes, oversee warranty claims, stock inventory, truck maintenance schedule employee hiring and termination's. Also do sales calls for clients wanting new A/C systems. Very high sales quota. Salary $48,000.00/yr. July 1990 - April 1993 WENDY'S INTERNATIONAL Position: Maintenance Tech Job Duties: Maintained all Wendy's stores in Austin, Texas area. Heavy HVAC and restaurant equipment repairs, install and inspect all equipment and maintain warranties, oversee all contract worrk. Prepared numerous reports including yearly budget reports, assured proper coordination and communications between all concerned parties.. Salary $30,000.00/yr. March 1988 - July 1990 FROZEN DRINKS, UNLIMITED Position: Service Technician Job Duties: Included building, maintaining installation and sales of Frozen drink equipment Salary $26,000.00/yr. May 1987-March 1988 RONNIE'S HEAT AND AIR SUPPLY Position: Sales Salary $24,000.00/yr. April 1984-May 1987 MOBILE AMERICA SALES CORPORATION Position: Service Dept. Job Duties: Included renovation of Mobile Homes, and various aspects of warranty work Company bought out by Advantage Housing Corp. - Promoted to Manager. Duties included scheduling of service and warranty work, ordering parts and material, inspection of work done by other service personnel, gave estimates for work to be performed, participated actively in service work. Salary $21,000.00/yr. eptember 1981 - April 1984 RIVERBEND VILLAGE INC. Job Duties: Maintenance of Mobile Homes including carpeting; plumbing; electrical wiring; gas work including heating, stoves; and involved in air conditioning repairs. Salary - $18,000.00 SPECIAL, QUALIFICATIONS: State air conditioning and refrigeration contractor's license. License # TACLB011393C-M489 Certified in commercial refrigeration through ARI and G.A.M.A. EPA Certified by ACCA Certified Dealer for Everpure Water Treatment Products. Certified Scottsman ice machine technician Certified heat pump specialist by Lennox industry. John Beasley, President Frozen Drinks, Unlimited Dallas, TX (214) 340-1500 Ronnie Baker, President Ronnie's Heat/Air Supply Dallas, TX (214) 276-3034 Gene Barfield, Owner Jus Made Products Dallas, TX (214) 742-3609