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HomeMy WebLinkAboutAgenda CC 04.26.2016Notice of M eeting of the Governing B ody of the City of Georgetown, Texas April 2 6, 2 0 1 6 The Ge orgetown City Council will meet on April 2 6, 2016 at 6:00 PM at Council Chambers, 101 E. 7th St., Geo rge to wn, Texas The City o f Georgetown is committed to co mpliance with the Americans with Disabilities Act (ADA). If you re quire assistance in participating at a public meeting due to a disability, as defined under the ADA, reasonable assistance, adaptations, or ac c ommo datio ns will be provided upo n request. P lease contact the City Se c retary's Office, least four (4 ) days prio r to the scheduled meeting date, at (512) 930-3652 or City Hall at 113 East 8th Street for additional information; TTY users ro ute through Relay Texas at 711. Re gular Se ssion (This Regular Sessio n may, at any time, be re cessed to convene an Executive Se ssio n for any purpose authorize d by the Open Meetings Act, Texas Go vernment Code 551.) A Cal l to Order Invocati o n P l e dg e of Al l egi ance Co mments from the Mayor - We lco me and Meeting Procedures - Mr. Jack Garey - Pro clamation for Georgetown, Texas Week of Prayer - Pro clamation for Teen Court Championship Ci ty Co unci l Regi onal Board Re po r ts Announcements - May 7 , 20 16 General Election Informatio n - Strategic P artnerships Community Funding Ac ti on fro m Executi ve Sessi on Statutory Conse nt Age nda The Statuto ry Co nsent Agenda includes no n-c ontroversial and routine items that may be acted upon with one single vote. An item may be pulled from the Consent Agenda in order that it be discussed and acted upon individually as part of the Regular Agenda. B Consideration and possible action to appro ve the mi nutes of the Wo rksho p and Regular Meeting held on Tuesday, April 12, 2016 -- Be c ky Huff, Assistant City Secre tary Page 1 of 540 C Consideration and possible action to appro ve the appoi ntment of B ecky Huff as a Deputy Ci ty Se c r etary -- Shelley Nowling, City Se cretary D Consideration and possible action to appro ve the appoi ntment of Aar on Al bri g ht as a Co mmi ssi oner i n Trai ni ng to the P l anni ng & Zoni ng Commi ssi on to fill a vacancy -- Mayor Dale Ross E Consideration and possible action to appro ve the appoi ntment of G ray Tayl o r to the Uni fi ed Devel o pment Code Advi sory Board to fill a vacancy -- Mayor Dale Ross F Consideration and possible action to appro ve the appoi ntment of Dane l l e Ho uck to the P arks & Recreati o n Advi sory B oard to fill a vacancy -- Mayor Dale Ro ss G Consideration and possible action to appro ve a Resolution recogni zi ng the Po l i ce B enevol ent Associ ati o n of G eorgetown (PB AG ) as the sol e and excl usi ve bar gai ni ng agent for the Ci ty P ol i ce Offi cers in accordance with Texas Lo cal Government Code, Chapter 14 2, Subchapter B -- Tadd P hillips, Human Resource Dire c to r, Charlie McNabb, City Atto rne y and Shelley Nowling, City Secretary H Consideration and possible action to appro ve the awarded medi cati o n di sposal grant through the Capital Area Council of Governme nts (CAP COG) for the regio nal so l i d w aste grant pr og ram. The Grant will cover the purchase o f one (1) secure metal medicatio n collection box, to be located at the P ublic Safety and Training and Operations Building, and additional ancillary expenses such as advertisement, and medication disposal, all of whic h will meet or exceed EPA, TCEQ, and DEA medication destructio n requirements -- Mike Babin, De puty General Manager and Jo rdan Fengel, Solid Waste/Re c yc ling Co ordinator I F orw arded from G eorgetow n Uti l i ty Systems Advi sory B oard (G US): Consideration and possible action to appro ve a contract with P rota, Inc. o f Austi n, Texas , for the c onstruction of Water System Pressure Reducing Valves Impro veme nts in the amount of $13 1,0 00 .01 -- Wesley Wright, P.E., Systems Engineering Directo r and Michael Hallmark, CIP Manager Le gislative Re gular Age nda J F orw arded from the G eorgetow n Transpo rtati on Advi sory Board (G TAB ): Consideration and possible action to aw ard a bi d to Cutl er Repavi ng o f Lawrence, KS in the amo unt o f $8 72,512.00 for paveme nt mai ntenance (hot in place re c yc ling) -- Edward G. Po lasek, AICP, Transportation Services Director and Mark Miller, Transportatio n Services Manager. K F orw arded from the G eorgetow n Transpo rtati on Advi sory Board (G TAB ): Consideration and possible action of approval of Task Order SB E 16 -00 2 fo r Ci tywi de Si dew al k and Accessi bi l i ty Impr ovements to Steger Bi zzel l of Geo rgeto wn, Texas in the amo unt o f $9 6,672.00 -- Edward G. Po lasek, A.I.C.P., Transportatio n Director and Nat Waggoner, Transpo rtation Analyst L F orw arded from the G eneral G o ve r nment and Fi nance Advi sory B o ard (G G AF): F i r st Readi ng of an an Ordinanc e formally adopti ng the F i scal and B udgetary P ol i cy to be use d in preparing the fiscal year 20 17 annual budget and to guide financial operations -- Leigh Wallace, Finance Director (acti o n requi red) M F orw arded from the G eneral G o ve r nment and Fi nance Advi sory B o ard (G G AF): Consideration and possible actio n to appro ve a Resolution formally adopti ng the Ci ty’s Inve stment Pol i ci es -- Leigh Wallac e , Finance Director N F i r st Readi ng of an Ordinance autho ri zi ng the Issuance of City of Geo rgeto wn, Texas Co mbi nati on Tax and Revenue Certi fi cates of Obl i gati on, Seri e s 2 01 6, levying an Ad Valorem Tax and the pledge of certain revenues in support of the ce rtificates, approving an Offic ial Statement, a Paying Agent/Re gistrar Agreement and other agreements related to the sale and issuance of the certificates and authorizing other matters related to the Issuance of the Ce rtificates -- Laurie Brewer, Assistant City Manager (acti on requi r e d) O F i r st Readi ng of an Ordinance autho ri zi ng the Issuance of City of Geo rgeto wn, Texas G eneral Obl i g ati on B onds, Seri es 2016, autho rizing the levy of an Ad Valorem Tax in support of the Page 2 of 540 Bonds, appro ving an Official State ment, a Paying Agent/Registrar Agreement and other related do c uments, awarding the Sale of the Bo nds and authorizing other matters relating to the bonds -- Laurie Brewer, Assistant City Manage r (acti on requi red) P F i r st Readi ng of an Ordinance autho ri zi ng City of Georgetown, Texas Uti l i ty System Revenue Bo nds, Seri es 2016, authorizing the pledge of certain reve nue s in support of the bonds, approving a P aying Agent/Registrar Agreement, an Official Statement and o ther related do c uments and authorizing other matters related to the Issuance of the Bonds -- Laurie Brewer, Assistant City Manager (acti on r e qui r ed) Q F orw arded from the G eneral G o ve r nment and Fi nance Advi sory B o ard (G G AF): F i r st Readi ng of an Ordinance autho ri zi ng the Issuance of City of Geo rgeto wn, Texas G eneral Obl i g ati on Refundi ng B onds, Se r i e s 2 01 6, authorizing the levy o f an Ad Valorem Tax in support of the bonds, approving an Official Statement, a Paying Age nt/Registrar Agreement, a Purchase Agreement and an Escro w Agreement; establishing procedure s fo r Selling and Delivery o f the Bonds and authorizing othe r matters relating to the bonds -- Laurie Brewer, Assistant City Manager (acti on requi red) R F orw arded from the G eneral G o ve r nment and Fi nance Advi sory B o ard (G G AF): F i r st Readi ng of an Ordinance autho ri zi ng the Issuance of City of Geo rgeto wn, Texas Uti l i ty System Revenue Refundi ng Bonds, Seri es 20 16; authorizing the pledge o f certain revenues in support of the bonds, approving a P aying Agent/Registrar Agreement, an Official Statement, an Esc row Agreement and a Purchase Agreement, establishing procedure s fo r Selling and Delivery o f the Bonds and authorizing othe r matters related to the Issuance of the Bo nds -- Laurie Brewer, Assistant City Manager (acti on r e qui r ed) S F orw arded from the G eorgetow n Economi c Devel opment Cor po r ati on (G EDCO): F i r st Readi ng of an Ordinance amendi ng the 2016 G eorgetow n Eco no mi c Devel opment Co r po rati on (“G EDCO”) B udg e t for the maintenance of the Texas Li fe-Sci ences Co l l abo rati on Center (“TLCC”) -- Leigh Wallace, Finance Dire c to r (acti on requi red) T F i r st Readi ng of an Ordinance amendi ng the 2016 Annual Budget due to an approved allocation o f General Fund Balanc e to the Co unci l Di screti onary Fund as well as an allocation o f Co uncil Discretionary Funds that had no t been finalized when the budget was adopted, and repealing all o rdinances or parts of o rdinances in conflict therewith. -- Leigh Wallace, Finance Dire c to r and Laurie Brewer, Assistant City Manager (acti on requi red) U F i r st Readi ng of an Ordinance amendi ng the 2016 Annual Budget due to an approved Capital Impro vement Project for the additio n of a si dew al k at IH35 Southbo und F rontage Road that had not been finalized when the budge t was ado pted, and repealing all o rdinances or parts of o rdinances in conflict therewith. -- Leigh Wallace, Finance Directo r and Laurie Brewer, Assistant City Manager (acti on requi red) V P ubl i c Heari ng and Fi rst Readi ng of an Ordinance to Rezone approximately 178.83 acres of the William Addison Survey located at 1 82 1 SE Inner Loop from the Agriculture (AG) and Re sidential Single-Family (RS) Districts to the P ublic Facility (PF) District -- Sofia Nelson, CNU-A, Planning Director (acti on r e qui red) W P ubl i c Heari ng and Fi rst Readi ng of an Ordinance to Rezone approximately 54.13 acres of the William Addison Survey located at 2 91 0 SE Inner Loop from the Agriculture (AG) District to the P ublic Facility (PF) Distric t -- Sofia Nelson, CNU-A, Planning Director (acti on requi red) X P ubl i c Heari ng and Fi rst Readi ng of an Ordinance to Rezone approximately 63.09 acres of the William Addison Survey located at 3 15 1 SE Inner Loop from the Agriculture (AG) District to the P ublic Facility (PF) Distric t -- Sofia Nelson, CNU-A, Planning Director (acti on requi red) Y P ubl i c Heari ng and Fi rst Readi ng of an Ordinance to Rezone 5.24 0 acres in the Ephraim Evans Survey, located at 211 Westi ng ho use Road and known as Ge orgetown Mercedes Benz, fro m the Residential Single-family (RS) District to the General Co mme rcial (C-3) District -- Sofia Nelso n, CNU-A, Planning Director (acti on requi red) Z F i r st Readi ng of an Ordinance fo r the Vol untary Annexati on of 11.1 7 acres in the John Sutherland Survey and a portion of adjacent public right-of-way, loc ate d at the intersection of Page 3 of 540 Wi l l i ams Dri ve and Ji m Hogg Ro ad -- Sofia Nelson, CNU-A, Planning Director (acti on requi red) AA Se c ond Readi ng of an Ordinance fo r the Vol untary Annexati on o f 10 .05 8 acres in the Francis Hudson Survey, located at 555 Rabbi t Hi l l Ro ad -- Sofia Nelson, CNU-A, Planning Director (acti o n requi red) AB Se c ond Readi ng of an Ordinance to Rezo ne 1 .00 acre of the L.J. Dyc he s Survey located at 1000 F M 14 60 from the the Agriculture (AG) District to the Low Density Multifamily (MF-1) District -- Sofia Nelso n, CNU-A, Planning Director (acti on requi red) AC Se c ond Readi ng of an Ordinance fo r a Speci al Use Permi t at 215 We st 3 rd Street, bearing the le gal description of City of George to wn, Blo ck 9, Lot 5-6, 7-8 (W/PTS), fo r a first floor residential project in the Mixed Use -Downto wn (MU-DT) District -- Sofia Nelson, CNU-A, Planning Director (acti on requi r e d) Proje ct Update s AD Pro ject updates and status reports regarding current and future transportatio n and traffic project; street, sidewalk, and other infrastructure projects; police, fire and othe r public safety projects; eco nomic development projects; city facility projects;downtown proje c ts including parking enhancements,city lease agreements, and possible direction to city staff – David Morgan, City Manager Public Wishing to Addre ss Council On a subje c t that is posted on this agenda: Ple ase fill out a speaker registratio n form which can be found on the table at the entrance to the Council Chamber. Clearly print your name and the letter of the item on whic h you wish to speak and present it to the City Secretary on the dais, preferably prior to the start of the me e ting. You will be called forward to speak when the Council conside rs that item. On a subje c t no t po sted on the agenda: P e rso ns may add an item to a future City Co uncil agenda by contac ting the City Secretary no later than noo n on the Wednesday prior to the Tuesday meeting, with the subje c t matter o f the topic they would like to address and their name. The City Secretary can be reache d at 51 2/93 0-3651. AE - At the time of posting, no persons had signed up to address the City Council Exe cutive Se ssion In compliance with the Open Meetings Ac t, Chapter 551, Government Co de , Verno n's Texas Codes, Annotate d, the items listed below will be discussed in closed session and are subject to action in the regular se ssio n. AF Se c . 55 1.0 71 : Consul tati on wi th Atto rney - Advice fro m attorney about pending or co ntemplated litigation and o ther matters on which the attorney has a duty to advise the City Co uncil, including agenda item - Me et and Co nfer Update - Appo intment of temporary/substitute Deputy City Attorney/Court Pro secutor Se c . 55 1.0 74 : Personnel Matter s - City Manager, City Attorney, City Se c retary and Municipal Judge: Consideration of the appointment, employment, evaluatio n, reassignment, duties, discipline, o r dismissal - City Manager Evaluation Adjournme nt Ce rtificate of Posting I, Shelley No wling, City S ecretary for the C ity of Geo rgeto wn, Texas , do hereby c ertify that this Notic e o f Meeting was posted at City Hall, 113 E. 8th Street, a p lac e read ily acc es s ib le to Page 4 of 540 the general pub lic at all times , o n the _____ day of _________________, 2016, at __________, and remained so p o s ted for at leas t 72 c o ntinuo us ho urs p receding the s cheduled time of s aid meeting. __________________________________ Shelley No wling, City S ecretary Page 5 of 540 City of Georgetown, Texas City Council Regula r Meeting April 26, 2016 SUBJECT: Cal l to Order Invocati on Pl edge of Al l e gi anc e Comments fro m the Mayo r - Welcome and Meeting Pro cedures - Mr. Jack Gare y - P roclamation fo r Georgetown, Texas Week of Praye r - P roclamation fo r Teen Co urt Championship Ci ty Counci l Re gi o nal Bo ard Reports Announcements - May 7, 2016 Ge ne ral Election Information - Strategic Partne rships Community Funding Acti on from Executi ve Sessi on ITEM SUMMARY: FINANCIAL IMPACT: NA SUBMITTED BY: Page 6 of 540 City of Georgetown, Texas City Council Regula r Meeting April 26, 2016 SUBJECT: Consideration and possible action to approve the mi nutes o f the Workshop and Re gular Meeting held on Tuesday, April 12, 2016 -- Be c ky Huff, Assistant City Secretary ITEM SUMMARY: FINANCIAL IMPACT: NA SUBMITTED BY: ATTACHMENT S: Description Works hop Minutes 4.12.16 Regular Meeting Minutes 4.12.16 Page 7 of 540 Notice of a Meeting of the Governing Body of the City of Georgetown, Texas Tuesday, April 12, 2016 The Georgetown City Council will meet on Tuesday, April 12, 2016 at 4:00 PM at the Council Chambers, at 101 E. 7th St., Georgetown, Texas The city of Georgetown is committed to compliance with the Americans with Disabilities Act (ADA). If you require assistance in participating at a public meeting due to a disability, as defined under the ADA, reasonable assistance, adaptations, or accommodations will be provided upon request. Please contact the City Secretary’s Office, at least four (4) days prior to the scheduled meeting date, at (512) 930 -3652 or City Hall at 113 East 8th Street for additional information; TTY users route through Relay Texas at 7 11. Mayor Ross called the meeting to order at 4:02PM. All Councilmembers were present, with the exception of Anna Eby, District 1 and Ty Gipson, District 5. Mayor Ross announced that the order of the agenda items was changed to A – C – B. Policy Development/Review Workshop – Call to order at 4:00 PM A Presentation and discussion regarding City gateways and long range planning efforts – Sofia Nelson, CNU-A, Planning Director and Wayne Reed, Assistant City Manager Sofia Nelson, the City’s Planning Director, provided a presentation regarding the City’s gateways and long range planning efforts. Ms. Nelson stated that the reason for presentation is to solicit feedback & guidance for long range planning from Council. She is seeking help with confirming the priority of projects and additional direction from Council. The hope is to help with defining the next steps for planning for next 30 years. This presentation is the start of a conversation. Ms. Nelson briefly touched on the three handouts she delivered to the dais and explained that they would be touched on more during the presentation. Ms. Nelson took a few minutes to thank the many City staff and departments that were involved in the process of reviewing these plans thus far, with a special thanks to Jordan Maddox, Principal Planner. Ms. Nelson described how the creation of her presentation has a direct relation to Council goals and strategies as defined in their visioning sessions. Within the presentation, she will be touching on the following goals:  Expand and diversify the tax base  Accumulate funds to account for unfunded and unanticipated liabilities  Increase mobility  Create and maintain outstanding aesthetics, and welcoming appearance and spirit.  Create a comprehensive annexation plan A Look Back  Ms. Nelson began a conversation about where Georgetown has been by showing an interactive map displaying the city’s growth over time  Why do we plan? o We need to address the values of community, future growth predictability, and looks at trends to allow us to plan to guide growth  Past steps taken in planning efforts o 1964, 1976, 1988, 1990, and 2008 Where Are We Today?  Purpose of Gateway Plans from 2004 UDC was to protect and enhance these corridors o I35, 195, N. Austin, SH130, Leander Road, Hwy 29, Williams Dr, 1460  Current Gateway regulations include buffer, parking locations & setbacks  2030 Plan adopted in 2008, the goal was to define what we want to look like in 2030 o A vision for 2030 was established & 4 pillars were defined  There are a number of Charter Prescribed Elements that have not yet been addressed  Highlights of the development conversations that have occurred over the last year were addressed Page 8 of 540 o Conversations noted happened with Council, Development staff, and citizens o What policy and guidance to we have in place and where do we need guidance from Council  What are benefits & challenges of the areas where we do have guidance o Paramount to the challenges is that the 2030 plan does not a matrix to identify how we are doing, no performance measures Moving Forward…Where Do We Go From Here?  Benefits of having an updated plan o Expand and diversify the tax base o Accumulate funds to account for unfunded and unanticipated liabilities o Increase mobility o Create and maintain outstanding aesthetics, and welcoming appearance and spirit. o Create a comprehensive annexation plan  Consequences of not planning…will continue to be challenging without clear policies o Expand and diversify the tax base o Accumulate funds to account for unfunded and unanticipated liabilities o Increase mobility o Create and maintain outstanding aesthetics, and welcoming appearance and spirit. o Create a comprehensive annexation plan  Planning menu o Data update: best guidance with current  Expand and diversify the tax base  Accumulate funds to account for unfunded and unanticipated liabilities  Increase mobility  Create and maintain outstanding aesthetics, and welcoming appearance and spirit. o 2030 Plan update: looks at demographics, create gateway plan, link to Council goals  Update demographics and align 2030 plan with updated elements/plans  Update the Future Land Use Plan  Create a City Gateways Plan  Create an Annexation/ETJ Growth Management Plan  Link Council Goals and Strategies to comprehensive plan vision statements and implementation steps  Design a “bite-sized 2030 plan” that can be easily digested  Establish and update implementation steps and performance measures o 2030 Plan Reconstruction  Update demographics and align 2030 Plan with updated elements/plans  Update the Future Land Use Plan with a Growth and Development Plan: land uses, growth tier strategy, ultimate boundary line, workforce housing locations, locations for special area plans-such as Old Town, Williams Drive, gateway corridors, etc.  Create an Annexation/ETJ Master Plan  Link Council Goals and Strategies to comprehensive plan vision statements and implementation steps  Design a “bite-sized 2030 plan” that can be easily digested  Establish and update implementation steps and performance measures  Validate or update city vision statement, goals and policies  Establish time frame and performance measures for shifting the “elements” of the Comprehensive Plan to Strategic Implementation Plans Ms. Nelson asked for some feedback about what might not be captured in this presentation  Mayor provided some background to tv & internet viewers as to why this topic has come to Council at this Workshop  Tommy Gonzalez feels the key is for Council to determine what the city will look like o Percent of commercial/residential, multi-family/single family, young family/senior o This presentation is a 20K view and would like to go to a higher level view of the City growth vision before drilling down to more detail  Steve Fought thinks there are things that need to be addressed in the near term o Feels there is a need to do the Data Update (the 1st 3 items on the menu are essential) o Need a gateways plan, need to do all the checks on Updates plan from menu o Would like to go for the “Updates” option  John Hesser feels that Planning is going in the right direction o Issues with a few things. Feels they have learned there is a gateway plan in place  Sofia Nelson said the City is working with CAMPO on a Corridor Plan o How much of 2030 plan is being accomplished? Doesn’t want to create another plan that is just going to be put on a shelf somewhere.  Sofia Nelson stated that the current plan doesn’t have enough performance measures and doesn’t define actions steps so it’s hard to determine how the City is doing Page 9 of 540  Waste of time to create a new plan when the City never accomplished the old plan o Need action plan, don’t see a process in place to carry out plans that are created o What are we trying to achieve, what does the future look like, needs to be a live plan (adjustable) o Not looking at 30 years, what action can we see in 5 years  Keith Brainard feels we need a clear policy for Special districts (MUDs and PIDs) o Likes “Update” plan option  Rachael Jonrowe likes the “Update” plan o Glad Sofia thanked all the helpful folks, impressed by Sofia’s summation of past conversations o Supports “Update” strategy, seems to include a lot of elements from all councilmembers  Mayor Ross sees some urgency to this as we are such a fast growing community o The longer we delay, the gateways can change and the City can’t go back and retrofit o “Update” plan o Gateways need more attention now, sooner than later o Summation of councilmember comments leads to 3 councilmembers supporting the “Update” option  David Morgan addressed the Mayor and Councilmembers comments and concerns o Next steps will include to further define implementation plan for Update option o Will define more clearly the percentage of commercial/residential/multi-family/single family o Update Future Land Use Plan so it is an active usable document o The more dated the plans are, the less useable they are o Will bring back implementation plan taking all the comments into consideration  Mayor Ross stated that the 2030 Plan is living breathing document that wasn’t designed to be static o Did we identify S Austin & Leander as gateway o Ms. Nelson replied, Yes o Thank you for all the work C Review and discussion of Retail Strategy and Recruitment Plan -- Wayne Reed, Assistant City Manager and David Morgan, City Manager Wayne Reed, the City’s Assistant City Manager, discussed the City’s Retail Strategy and Recruitment Plan. Increase opportunities for retail businesses, guide informed decisions 5 parts of presentation slide (6 bullets)  Context  Benefit  Tasks  Timeline and Budget  Council Updates  Next Steps Why Now?  Georgetown has been and will continue to be profoundly affected by strong population growth  Proactive strategy to strengthen tax base Benefits of conducting this plan  Support councils goal to expand and diversify the tax base  Primary Trade area from 2012 is dated and doesn’t include suggested retail for identified areas  Consumer spending patterns and preferences and psychographics o Tool that defines what drives us as consumers to spend o Identifies values, attitudes, interests, behaviors, and product preferences  Consumer spending patterns can be identified for retailers to better connect with their consumers  Retail sales demand and leakage o Learn what our retail sales demand is in our updated demand area o Want to minimize the amount of spending money leaves our community o Will receive a map with analysis of top retail sites that will include locations within and outside our current City limits  Will help in conversations regarding annexations, land use, downtown, gateways, transportation, utilities, and more  Target recruitment of new retailers o The plan will identify retailers who are a match for our trade areas as well as material to provide to potential retailers marketing and site selection teams Tasks Page 10 of 540  In-depth analysis of Downtown and Williams Drive corridor  Will work with CAMPO study Project Timeline & Budget  Funding will come from the GEDCO FY201516 budget  Will have workshop for business owners, property owners and general public  Updates to council on regular basis through David Morgan  Will talk about a targeted recruitment campaign  Consultant will act as an extension to our Economic Development team Next Steps  Approve contract with Catalyst Commercial for consulting services  Kick-off Meeting within the next couple of weeks if contract is approved Questions???  Keith Brainard…thank you Mr Reed…Why did the team choose Catalyst? o Wayne Reed responded by saying that they looked at several criteria through RFP and Catalyst come through as the preferred consultant with the scope of work that was advertised  Steve Fought stated that he looks forward to having retail consultant but he has two concerns o 1 - placement of retail, keep in mind to take retail to customer not giving the customer a route to the retail as that means building roads and transportation systems o 2 - medical should be and needs to be a part of the economic development equation o “Launch the missiles”  David Morgan agreed with Mr. Fought’s clarification o This study is meant to strengthen existing corridors and identify emerging corridors B Discussion regarding proposed updates and additions to the UDC General Amendments List for the 2016 review period -- Sofia Nelson, CNU-A, Planning Director Sofia Nelson, the City’s Planning Director, discussed proposed updates and additions to the UDC General Amendments List for the 2016 review period. Process Recap slide  Ms. Nelson discussed the most recent steps that have already been taken with regards to UDC Amendments Completed items list slide  Ms. Nelson briefly discussed the items on this list o Development Manual o Pre app process o Site Development Plans o Annexation process o Minimum PUD size o PUD requirements o Civic land use limitations o Max building size limits o Self Storage limitations o Front yard patios o Minimum IN district size o Nonresidential setbacks o Nonresidential building design exemptions o Fences o Parking space design o Wastewater Waiver o Accessory dwelling units o Residential accessory structures o Housing Diversity Development/Workforce Housing Development New items slide  Ms. Nelson gave a brief overview of the items on this list o Plat Extensions/Reinstatements o Live Music/Entertainment definition o Outdoor display and storage o Residential off-street parking and garage setbacks o Residential masonry requirements o Nonresidential masonry requirements o Trash receptacle screening Page 11 of 540 o Vehicle stacking areas o Electronic signage Level 1 priorities slide – included in printed form on the dais for each council member and Mayor  Ms. Nelson concisely touched on each item on the list and stated that as staff works through these items, each item will be brought back in front of Council for feedback o Development Agreements o Platting related items o Gateway Overlay Districts o Residential masonry requirements o Residential off-street parking and garage setbacks o Nonresidential masonry requirements o Mechanical equipment screening o Transportation related items o Parkland dedication o Utility related items o Special district procedures and criteria o Definitions Level 2 priorities slide  Ms. Nelson gave a quick rundown of the items on this list o Land Use Chart  What uses require different types of permits…land use chart update o Clarify Definition of Live Music and Entertainment o Review outdoor storage regulations o Parking requirements o Clarify TIA requirements and triggers  Are these being done with the right timing, right threshold, and are we getting the right feedback coming from analysis o Design standards for residential infill in old town Level 3 priorities slide  Ms. Nelson spoke about each item on this list o Vesting process o SUP Conceptual Site Plan o Conservation Subdivision standards  This is a subdivision type that hasn’t been used as much at the City would like, why? o Update landscaping standards to address water conservation efforts o Signage o Nonconformities o Transition zones between Downtown and old town overlays  A review of this is item was specifically asked for by a citizen o Green Building Strategies Next Steps slide  Ms. Nelson asked for guidance from Council o Discussion and Direction to staff on any additions/changes or reprioritization of amendments. o City Council action on updated UDC General Amendments list for the 2016 review period (anticipated April 26th) o UDCAC and staff begin/continue work on Priority 1 amendments  This UDC list will be in front of Council at next meeting as action item Questions???...  Mayor Ross mentioned that it would helpful if the items were grouped by topic or theme. o Ms. Nelson made note to the chart in packet as it shows where from the items came from  David Morgan stated that it is staff’s hope to move forward with the list of Level 1 Priority Items o Mayor Ross asked about overlap between items on level 1 and level 2 or 3 o Ms. Nelson said that she will go back and review the for overlap and indicate where applicable  Keith Brainard noted his concern about parking recreation vehicles in residential areas, and asked that this be added to list if possible o Mr. Morgan stated that this might not be a provision within the scope of the UDC but that staff would check on it  Tommy Gonzalez asked if there is a timeline and cost attached to each of these items. o Ms. Nelson stated that the level ones can be achieved this year but will add timeline and cost implications to the information sheet Page 12 of 540 Mayor gave all meeting attendees a heads up to folks that we are recessing to executive, will come back to regular, then go back to executive. Mayor Ross recessed the meeting to Executive Session under sections 551.071 and 551.074 at 5:10PM. 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 . Sec. 551.071: Consultation with Attorney - Advice from attorney about pending or contemplated litigation and other matters on which the attorney has a duty to advise the City Council, including agenda items -Hoskins update -Certification Election update Sec. 551.074: Personnel Matters - City Manager, City Attorney, City Secretary and Municipal Judge: Consideration of the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal - City Manager Evaluation Adjournment Mayor Ross adjourned the meeting at 6:00PM. ____________________________________________________________________________________________________ Approved by the Georgetown City Council on _____________________________ Date _____________________________ _____________________________ Dale Ross, Mayor Attest: City Secretary Page 13 of 540 The Georgetown City Council will meet on Tuesday, April 12, 2016 at 6:00 PM at the Council Chambers at 101 E. 7th St., Georgetown, Texas The City of Georgetown is committed to compliance with the Americans with Disabilities Act (ADA). If you require assistance in participating at a public meeting due to a disability, as defined under the ADA, reasonable assistance, adaptations, or accommodations will be provided upon request. Please contact the City Secretary’s Office, at least four (4) days prior to the scheduled meeting date, at (512) 930 -3652 or City Hall at 113 East 8th Street for additional information; TTY users route through Relay Texas at 711. Mayor Ross called the meeting to order at 6:04PM. All Councilmembers were in attendance with the exception of Anna Eby, District 1 and Ty Gipson, District 5. Regular Session (This Regular session may, at any time, be recessed to convene an Executive Session for any purpose authorized by the Open Meetings Act, Texas Government Code 551.) A Call to Order Invocation Pledge of Allegiance Comments from the Mayor - Welcome and Meeting Procedures - Stork Award from Chief Sullivan – Byrdsong Family - Proclamation for Connor Crowe - Proclamation for Tele-Communicator Week - Recognizing Dispatchers - Proclamation for Child Abuse Prevention & Awareness Month - Proclamation for Georgetown High School Bowling Team - Citizen Commendation Award - CommUNITY Award - RP3 Award (Reliable Public Power Provider) City Council Regional Board Reports Announcements - May 7, 2016 General Election Information - Strategic Partnerships Community Funding - Red Poppy Festival - Chase the Chief 5K Action from Executive Session No action was taken from the Executive Session. Mayor Ross recessed meeting at 6:40PM to allow citizens to exit if they wish. Meeting returned from recess at 6:45PM. Statutory Consent Agenda The Statutory Consent Agenda includes non-controversial and routine items that may be acted upon with one single vote. An item may be pulled from the Consent Agenda in order that it be discussed and acted upon individually as part of the Regular Agenda. B Consideration and possible action to approve the minutes of the Workshop and Regular Meeting held on Tuesday, March 22, 2016 -- Shelley Nowling, City Secretary Notice of a Meeting of the Governing Body of the City of Georgetown, Texas Tuesday, April 12, 2016 Page 14 of 540 C Consideration and possible action to approve the appointment of Colin McGahey to the Georgetown Transportation Enhancement Corporation to fill a vacancy – Mayor Dale Ross D Forwarded from the General Government and Finance Advisory Board (GGAF): Consideration and possible action authorizing the City Manager to negotiate a contract for Construction Manager-At-Risk Agreement with Balfour Beatty Construction of Austin, Texas for the Renovation of the 1987 Library and the Georgetown Communication and Technology Building, A New Plaza Canopy and Implementation of a Master Signage Plan for the City Center -- Eric Johnson, CIP Manager and Laurie Brewer, Assistant City Manager E Consideration and possible action to approve a contract with Catalyst Commercial for Professional services to conduct a Retail Strategy and Recruitment Plan for an amount not to exceed $71,000.00 -- Wayne Reed, Assistant City Manager and David Morgan, City Manager Motion by Brainard, second by Hesser to approve the Consent Agenda in its entirety. Approved 5-0 (Eby & Gipson absent) Legislative Regular Agenda F Public Hearing and First Reading of an Ordinance for a Special Use Permit at 215 West 3rd Street, bearing the legal description of City of Georgetown, Block 9, Lot 5 -6, 7-8 (W/PTS), for a first floor residential project in the Mixed Use-Downtown (MU-DT) District -- Sofia Nelson, CNU-A, Planning Director (action required) Sofia Nelson, Planning Director for the City, spoke on the item. Nelson explained that this rezoning would allow 1st floor residential in a Mixed Use-Downtown location that is kitty corner to the Williamson County parking garage. She explained that this property is proposed to be used for a 14-unit courtyard apartment-style development. Ms. Nelson stated that the Planning & Zoning Commission has reviewed this proposal with reference to the Downtown Master Plan, Comprehensive Master Plan, and the requirements for SUP’s and recommends Council’s approval. Nelson read the ordinance caption. Mayor Ross opened the Public Hearing at 6:47PM. Mr. Larry Olson signed up to speak on this item. Mr. Olson stated that he and a number of neighbors have looked at the project, the design, and the impact to the neighborhood. He is here to strongly support this rezone and thinks it will fit in the neighborhood well. He thinks the design is excellent and would like to recommend Council vote in support of this item. No other speakers were present. Mayor Ross closed the Public Hearing at 6:50PM. Motion by Jonrowe to approve Item F, second by Fought. Rachael Jonrowe briefly stated that she has gotten nothing but good feedback from citizens about this project and looks at it as a good example of integrating multi-family into the Old Town District. Approved 5-0 (Eby & Gipson absent) G Public Hearing and First Reading of an Ordinance to Rezone 1 acre of land in the L.J. Dyches Survey located at 1000 FM 1460 from the Agriculture (AG) District to Low Density Multifamily (MF-1) District -- Sofia Nelson, CNU-A, Planning Director (action required) Sofia Nelson, the City’s Planning Director, spoke on the item. This case is in regards to a 1 acre tract of land that is immediately adjacent to a piece of land that Council has already seen and was inadvertently overlooked by staff. Staff is seeking to correct this error. Nelson stated that staff and the Planning & Zoning Commission recommend approval of this item. Nelson read the ordinance caption. Mayor Ross opened the Public Hearing at 6:51PM. No speakers came forward. Mayor Ross closed the Public Hearing at 6:52PM Motion to approve Item G by Jonrowe, second by Brainard. Approved 5-0 (Eby & Gipson absent) Page 15 of 540 H Second Reading of an Ordinance to Rezone 42.5 acres of land in the C. Stubblefield and Ruidosa Irrigation Company No. 207 Surveys located at 1100 Thousand Oaks Blvd. and 1601 Leander Rd., known as Pickett Elementary School and James Tippit Middle School, from the Residential Single -family (RS) District to the Public Facilities (PF) District -- Sofia Nelson, CNU-A, Planning Director (action required) Sofia Nelson, the City’s Planning Director, spoke on the item. She explained that this is a second reading and that this rezone is consistent with the Future Land Use Plan. She said that the Planning & Zoning Commission recommends approval of this item. Nelson read the ordinance caption. Motion to approve Item H by Jonrowe, second by Brainard. Approved 5-0 (Eby & Gipson absent) I Second Reading of an Ordinance to Rezone 34.21 acres of land in the W. Addison Survey located at 1700 Laurel Street, known as Annie Purl Elementary School, from the Residential Single-family (RS) District to the Public Facilities (PF) District -- Sofia Nelson, CNU-A, Planning Director (action required) Sofia Nelson, the City’s Planning Director, spoke on the item. She explained that this is a second reading and that this rezone is consistent with the Future Land Use Plan. She said that the Planning & Zoning Commission recommends approval of this item. Nelson read the ordinance caption. Motion by Jonrowe to approve Item I, second by Brainard. Approved 5-0 (Eby & Gipson absent) J Second Reading of an Ordinance for a Comprehensive Plan Amendment request to change the future land use category from Moderate Density Residential to the Institutional category for 27.61 acres of the Williamson Addison Survey located at 3189 SE Inner Loop -- Sofia Nelson, CNU-A, Planning Director (action required) Sofia Nelson, the City’s Planning Director, spoke on the item. She explained that this is a second reading and that this rezone is requested by Williamson County. Ms. Nelson stated that the Planning & Zoning Commission recommends approval of this item as it meets all the criteria for a Comprehensive Plan Amendment. Nelson noted that this is a good example of how this plan is in need of amendments and is a living document. Nelson read the ordinance caption. Motion to approve Item J by Jonrowe, second by Brainard. Approved 5-0 (Eby & Gipson absent) K Second Reading of an Ordinance to Rezone 46.225 acres of the Antonio Flores Survey located along NE Inner Loop and Sudduth Drive from the Agriculture (AG), Industrial (IN), General Commercial (C-3) and Local Commercial (C-1) Districts to Low Density Multifamily (MF-1), High Density Multifamily (MF-2) and General Commercial (C-3) Districts -- Sofia Nelson, CNU-A, Planning Director (action required) Sofia Nelson, the City’s Planning Director, spoke on the item. She explained that this is a second reading and cited each of the individual tracts of land that are seeking rezoning in this request. Ms. Nelson stated that the Planning & Zoning Commission recommends approval of this item as it meets the criteria for approval in the Comprehensive Plan. Nelson read the ordinance caption. Motion to approve Item K by Brainard, second by Hesser. Rachael Jonrowe asked for clarification regarding the number of allowed units and the setback for the MF-1 designation. Nelson explained that there will be a landscape and screening fence requirement for a transition buffer as well as a maximum height of 35’ Approved 5-0 (Eby & Gipson absent) Page 16 of 540 Project Updates L Project updates and status reports regarding current and future transportation and traffic project; street, sidewalk, and other infrastructure projects; police, fire and other public safety projects; economic development projects; city facility projects; and downtown projects including parking enhancements and po ssible direction to city staff -- David Morgan, City Manager Mayor Ross asked the City Manager, David Morgan, if he had any project updates to share with the Council. Morgan said that he did not have any updates at this time. Steve Fought asked for the status of the road rejuvenation project in Sun City. David Morgan said that the tracking has been monitored and that he wants to see the temperatures get up into 90’s for a couple of days, to make sure the surface is fully set, and then the City will begin power washing driveways. Public Wishing to Address Council On a subject that is posted on this agenda: Please fill out a speaker registration form which can be found on the table at the entrance to the Council Chamber. Clearly print your name and the letter of the item on which you wish to speak and present it to the City Secretary on the dais, preferably prior to the start of the meeting. You will be called forward to speak when the Council considers that item. On a subject not posted on the agenda: Persons may add an item to a future City Council agenda by contacting the City Secretary no later than noon on the Wednesday prior to the Tuesday meeting, with the subject matter of the topic they would like to address and their name. The City Secretary can be reached at 512/930 -3651. M At the time of posting, no persons had signed up to address the City Council. Mayor Ross recessed the meeting back into Executive Session under 551.074 at 7:02PM. 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. N Sec. 551.071: Consultation with Attorney - Advice from attorney about pending or contemplated litigation and other matters on which the attorney has a duty to advise the City Council, including agenda items - Hoskins update - Certification Election update Sec. 551.074: Personnel Matters - City Manager, City Attorney, City Secretary and Municipal Judge: Consideration of the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal - City Manager Evaluation Adjournment Meeting adjourned by Mayor Ross at 8:24PM. ____________________________________________________________________________________________________ Approved by the Georgetown City Council on _____________________________ Date _____________________________ _____________________________ Dale Ross, Mayor Attest: City Secretary Page 17 of 540 City of Georgetown, Texas City Council Regula r Meeting April 26, 2016 SUBJECT: Consideration and possible action to approve the appoi ntment of B ecky Huff as a Deputy Ci ty Secretary -- Shelle y Nowling, City Secretary ITEM SUMMARY: FINANCIAL IMPACT: NA SUBMITTED BY: Page 18 of 540 City of Georgetown, Texas City Council Regula r Meeting April 26, 2016 SUBJECT: Consideration and possible action to approve the appoi ntment of Aaron Al bri ght as a Co mmi ssi oner i n Trai ni ng to the P l anni ng & Zo ni ng Co mmi ssi on to fill a vacanc y -- Mayor Dale Ross ITEM SUMMARY: FINANCIAL IMPACT: NA SUBMITTED BY: Page 19 of 540 City of Georgetown, Texas City Council Regula r Meeting April 26, 2016 SUBJECT: Consideration and possible action to approve the appoi ntment of G ray Tayl or to the Uni fi ed Devel opment Code Advi sory B oar d to fill a vacancy -- Mayor Dale Ro ss ITEM SUMMARY: FINANCIAL IMPACT: NA SUBMITTED BY: Page 20 of 540 City of Georgetown, Texas City Council Regula r Meeting April 26, 2016 SUBJECT: Consideration and possible action to approve the appoi ntment of Danel l e Houck to the P arks & Recreati on Advi so r y B oard to fill a vacancy -- Mayor Dale Ross ITEM SUMMARY: FINANCIAL IMPACT: NA SUBMITTED BY: Page 21 of 540 City of Georgetown, Texas City Council Regula r Meeting April 26, 2016 SUBJECT: Consideration and possible action to approve a Resolution recogni zi ng the P ol i ce B e nevo l ent Associ ati on of G eorgetow n (PB AG ) as the sol e and excl usi ve barg ai ni ng agent for the Ci ty Po l i c e Offi cers in accordance with Texas Local Gove rnment Co de, Chapter 142, Subc hapter B -- Tadd P hillips, Human Resource Director, Charlie McNabb, City Attorney and Shelley No wling, City Secretary ITEM SUMMARY: On June 23, 20 15 the City Council ordered a certific atio n election as prescribed by se c tion 1 42 .054 of the Texas Local Government Code to determine whether the petitioning asso ciation (PBAG) repre sents a majo rity of the covered officers. On April 7, 2 01 6 representatives of the two asso ciations (GP OA and PBAG) and Mr. Morgan agreed to the dates and proce dure s fo r that election. The election will be held on Thursday, April 14 and Friday, April 15, 2016. Shelley Nowling, City Secretary will administer the e lectio n. At the conclusion of the e lectio n at 8:00pm on the 15 th, Mrs. Nowling will co unt ballots and certify the re sults. This election was ordered to “de termine whether” PBAG “represents a majority o f the covered police officers” (1 42 .05 4(a)) following PBAG’s submission of a petition for change or modification o f recognition (142.056). There are currently 76 officers in the group. Going in the electio n, P BAG needed 3 9 votes (half plus 1) in order to show they represent a majority of c ove red officers. If P BAG received less than 39 vo tes they will not have met the criteria fo r change of representation and GP OA wo uld continue to be the recognized asso c iation. The Certified election results are attached showing 46 vote s fo r P BAG, a majority of covered officers. Certific atio n of the results of this elec tion resolve the question of repre sentatio n. The attached resolution would recognize PBAG. FINANCIAL IMPACT: NA SUBMITTED BY: Tadd Phillips, Human Reso urce Director ATTACHMENT S: Description Certific ation o f Electio n Agreement - Exhibit A Certific ate of Final Vo te Tally - Exhibit B Exec utied Lis t of Eligib le Vo ters with Signatures Res o lutio n R ec ognizing Bargaining Unit Page 22 of 540 Page 23 of 540 Page 24 of 540 Page 25 of 540 Page 26 of 540 Page 27 of 540 Page 28 of 540 Page 29 of 540 Page 30 of 540 Resolution No. _____________ Meet and Confer Date Approved______________ RESOLUTION NO. ____________ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS, GRANTING RECOGNITION OF THE POLICE BENEVOLENT ASSOCIATION OF GEORGETOWN (PBAG) AS THE SOLE AND EXCLUSIVE BARGAINING AGENT PURSUANT TO SECTION 142.053 OF THE TEXAS LOCAL GOVERNMENT CODE. WHEREAS, on June 3, 2015, the City Secretary received a valid signed petition requesting the Police Benevolent Association of Georgetown be recognized as the sole and exclusive bargaining agent for the Meet and Confer issues. WHEREAS, on June 23, 2015, the City Council ordered a certification election in accordance with Section 142.054 of the Texas Local Government Code; and WHEREAS, the certification election was conducted on April 14 and 15, 2016 in accordance with the Certification Election Agreement, attached as Exhibit A; and WHEREAS, the Election Supervisor certified the final vote tally, attached as Exhibit B, certifying that a majority of all police officers, excluding the head of the Police Department and exempt employees, selected the Police Benevolent Association of Georgetown (PBAG) as their representative. NOW, THEREFORE, BE IT RESOLVED: SECTION ONE. 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 is copied verbatim. SECTION TWO. The City Council hereby recognizes the Police Benevolent Association of Georgetown (PBAG) as the sole and exclusive bargaining agent pursuant to Section 142.053 of the Texas Local Government Code. SECTION THREE. The Mayor is hereby authorized to sign this Resolution and the City Secretary to attest. SECTION FOUR. This Resolution shall become effective upon its adoption. PASSED AND APPROVED on the _____ day of ______________, 2016. ATTEST: CITY OF GEORGETOWN, TEXAS _________________________ ________________________ Shelley Nowling, City Secretary Dale Ross, Mayor APPROVED AS TO FORM _________________________ Charlie McNabb, City Attorney Page 31 of 540 City of Georgetown, Texas City Council Regula r Meeting April 26, 2016 SUBJECT: Consideration and po ssible action to appro ve the aw arded me di cati o n di sposal grant thro ugh the Capital Area Council of Governments (CAPCOG) for the regional sol i d w aste grant program. The Grant will c ove r the purchase o f one (1) secure metal medication collection box, to be lo c ated at the Public Safety and Training and Operations Building, and additional ancillary expenses such as advertisement, and medication disposal, all of which will meet o r e xc eed EPA, TCEQ, and DEA medic atio n destruction requirements -- Mike Babin, Deputy Ge ne ral Manager and Jordan Fengel, Solid Waste/Recycling Coo rdinato r ITEM SUMMARY: ITEM BACKG ROUND: This grant was the first o f its kind to be applied for and awarded monies through the CAPCOG. Resolution 102715-K was passed unanimo usly in October of 2015 by City Co uncil in support of pursuing the grant funding. The grant will be used to e ducate citizens about the proper medication disposal metho d and purchase a medication collection kio sk to collect pharmaceutical and manage the transport and destruction of collec ted pharmaceuticals. This includes controlled substances, over-the-counter medicatio ns, and regular non-controlled substance prescription drugs. Environmental Services’ go als continue to fo c us on the delivery of co nsistent, reliable, and safe co lle c tion of solid waste and recyclable mate rials while promoting reduce, reuse, and recycle practices. Currently, there is no readily available medication disposal lo c atio n for the residents of the City of Geo rgeto wn resulting in medications being flushe d down the toilet, dispo sed of in household garbage, o r sto red in a cabinet. Storage within the home is most common and, according to the DEA, has directly contributed to an epidemic o f prescriptio n drug abuse in teenagers across the nation. Pro viding the re side nts o f the City of Georgetown with 24 hour, 7 days of the week medication collection availability will greatly re duce medications going into our waters, landfills, and youth’s hands. This proposal is backed by the City of Georgetown Po lic e Department. ITEM SUMMARY: The City of George to wn was awarded a grant in the amount o f $7,4 00 by the Capital Are a Co uncil of Governments for medical disposal. The City applied for the Regio nal So lid Waste Grants Program in De c ember o f 2015. The grant awarded is a reimbursement grant whe re funding is pro vided to grant recipients after expenses have been incurred. Environme ntal Services department has the necessary funding to incur the $7 ,40 0 expense. STAF F RECOMMENDATIONS: Staff recommends acceptance of this CAPCOG grant. FINANCIAL IMPACT: The awarded $7,400 grant is a reimburseme nt grant. Funding is provided to grant re cipients after expenses have been incurred. Funds for this additio nal expenditure are available in the _20 16 /2017_Budget. Fund: 100-5-053 3-5 1-3 35 Actual: $1,520.0 0 Budget: $14,890 .00 Budget Balance Available: Yes SUBMITTED BY: Jana Kern on behalf o f Jo rdan Fengel ATTACHMENT S: Page 32 of 540 Description Res o lutio n 102715-K CAPCOG Grant Award List COG Financ ial Analys is Original & Revised Approvals Page 33 of 540 Page 34 of 540 Page 35 of 540 FY + Project Number Grant Recipient Purpose Initial Funding Adjusted Funding By Project Total Funding After Adjustments 16-12-01 Bastrop County HHW Facility 16,792.00$ $0.00 $16,792.00 16-12-02 City of San Marcos HHW Collection Event 10,500.00$ $0.00 $10,500.00 16-12-03 Burnet County HHW Collection Event 24,000.00$ $0.00 $24,000.00 16-12-04 City of Cedar Park HHW Collection Event 28,003.59$ $0.00 $28,003.59 16-12-05 CAPCOG Local Enforcement/RETF 13,395.86$ $0.00 $13,395.86 16-12-06 City of Lockhart HHW Collection Event 16,850.00$ $0.00 $16,850.00 16-12-07 Caldwell County Community Collection Event (4) 2,547.05$ $0.00 $2,547.05 FY 16 112,088.50$ $0.00 $112,088.50 17-12-01 Austin ISD Bins for Recycling Project @ISD 14,091.00$ $0.00 $14,091.00 17-12-02 Austin ISD Composting Bins @ ISD 19,962.25$ $0.00 $19,962.25 17-12-03 City of Granite Shoals Community Cleanup Event 9,355.00$ $0.00 $9,355.00 17-12-04 Llano County Special Waste Collection Events (2)20,000.00$ $0.00 $20,000.00 17-12-05 City of Llano Local Enforcement Equipment 3,045.00$ $0.00 $3,045.00 17-12-06 City of Georgetown Pharmacutical Collection 7,400.00$ $0.00 $7,400.00 16-12-01 Bastrop County HHW Facility 25,000.00$ $0.00 $25,000.00 16-12-05 CAPCOG Local Enforcement/RETF 6,614.09$ $0.00 $6,614.09 16-12-07 Caldwell County Community Collection Event (4) 6,213.00$ $0.00 $6,213.00 FY 17 111,680.34$ $0.00 $111,680.34 FY 16 FY 17 SOLID WASTE IMPLEMENTATION PROJECT FUNDING APPROVAL Capital Area Council Of Governments - #12 March 17, 2016 Insert Revised Date, if applicable 439.16$ FY 16/17 112,104.00$ 112,104.00$ Remaining Project Balance: Project Funding Authorized (to-date): Total Project Approval for FY: Total Project Approval for FY: Total Biennium Project Budget: 224,208.00$ 223,768.84$ Implementation Project Budget - 1st FY Implementation Project Budget - 2nd FY Page 36 of 540 Page 37 of 540 City of Georgetown, Texas City Council Regula r Meeting April 26, 2016 SUBJECT: Forwarded fro m G eorg etow n Uti l i ty Systems Advi so ry B oard (G US): Consideration and possible action to approve a contr act with P rota, Inc. of Austi n, Te xas , for the construction of Water System Pressure Re ducing Valves Improvements in the amount of $131,000.01 -- We sley Wright, P.E., Systems Engineering Dire c to r and Michael Hallmark, CIP Manager ITEM SUMMARY: This contract is for the installation of Pressure Reducing Valves at three locations thro ughout the water system. This project will provide the capability to utilize existing water sto rage from the Weste rn District into Sun City and Berry Creek Subdivisions. This pro ject will also allow the city to receive water from the City o f Ro und Rock through automated contro ls in lieu o f manual operations. The project also includes site wo rk, c onnecting piping, electrical and system communicatio ns improvements. This project was publicly advertised March 13, 2 01 6 and March 20, 2016. We had eight (8 ) plan holders, and on Marc h 29, 2016 we re c e ive d six (6) competitive bids. Pro ta Inc. was the apparent low bidder. CDM Smith has checked all references with all positive outcomes. B OARD RECOMMENDATION: This item was unanimously approve d fo r recommendation to Council by the GUS Board at their meeting he ld on April 8, 2016. STAF F RECOMMENDATIONS: Staff and CDM Smith re c ommends executing this contract for the construction of the Water Syste m Pre ssure Reduc ing Valves Improve ments with P rota, Inc. of Austin, Texas, in the amount of $131,000.01 . FINANCIAL IMPACT: Funds for this expenditure are budgeted in the Water CIP. See attached CIP Budgetary & Financial Analysis Sheet. SUBMITTED BY: Wesley Wright, P.E., Systems Engineering Direc to r/Michael Hallmark, CIP Manager ATTACHMENT S: Description Bud get Works heet Recommendatio n letter Page 38 of 540 DATE: PROJECT NAME:2CN 4/1/2016 Prota Inc. Division/Department:GUS /Water Director Approval Prepared By:Michael Hallmark Finance Approval TW 4/4/16 TOTAL ANNUAL BUDGET 173,233.00 (Current year only) Actual Cost Agenda Total Spent Encumbrance Item & Encumbered % Annual (A) before agenda item (B)(A + B)Budget Consulting 42,191.00 0.00 42,191.00 24% Right of Way 0.00 0% Construction 131,000.00 131,000.00 76% Other Costs 42.00 42.00 0% Total Current Year Costs 42,233.00 173,233.00 Approved GENERAL LEDGER ACCOUNT NUMBER CY Budget 661-9-0580-90-005 5,294,000.00 Total Budget 5,294,000.00 TOTAL PROJECT BUDGET 2,215,000.00 (includes all previous yrs) Prior Years Current Year Total Project % Total Spent/Encumbered Costs Costs Budget Consulting 389,200.00 42,191.00 431,391.00 19% Right of Way 0.00 0.00 0% Construction 131,000.00 131,000.00 6% Other Costs 42.00 42.00 0% Total Project Costs 389,200.00 173,233.00 562,433.00 Comments: Project over budget by $290,246.00 will transfer from another account within fund. Water Systems PRV Improvements CIP- Budgetary and Financial Analysis Worksheet Page 39 of 540 Page 40 of 540 Page 41 of 540 City of Georgetown Water System Pressure Release Valve Project Project No. 2CN BID TABULATION March 29, 2016 Approved Bidders Acknowledged all Addenda Provide Bid Security (5%) Provide Information from 00400 Base Bid Items Estimated  Quantity Unit Price Amount Unit Price Amount Unit Price Amount Unit Price Amount Unit Price Amount Unit Price Amount BASE BID ITEM NO. 1 Bonding, Insurance, and Mobilization  Related Expenses not to exceed 5% of Total Bid 1  $          5,800.00 5,800.00$                 $          9,400.00 9,400.00$                   $          5,000.00 5,000.00$                       $             12,000.00 12,000.00$                   $         13,000.00 13,000.00$          $    13,300.00 13,300.00$             BASE BID ITEM NO. 2 Furnishing and installing silt fence  complete in place as detailed and specified.100  $                12.00 1,200.00$                 $                  5.00 500.00$                       $                  5.00 500.00$                          $                     10.00 1,000.00$                      $                 10.00 1,000.00$             $            10.00 1,000.00$               BASE BID ITEM NO. 3 Site and Right‐of‐Way Preparation,  complete in place as detailed and specified.3  $             466.67 1,400.01$                 $          1,500.00 4,500.00$                   $          3,000.00 9,000.00$                       $               9,000.00 27,000.00$                   $           5,500.00 16,500.00$          $      5,500.00 16,500.00$             BASE BID ITEM NO. 4 Traffic Control Plan and Implementation,  complete in place as detailed and specified.1  $             800.00 800.00$                    $          3,300.00 3,300.00$                   $          1,800.00 1,800.00$                       $               3,000.00 3,000.00$                      $           3,500.00 3,500.00$             $      3,000.00 3,000.00$               BASE BID ITEM NO. 5 Trench Safety Plan and Implementation,  as required for all pipe trenches deeper than 5 feet, complete  in place as detailed and specified. 60  $                15.00 900.00$                    $                10.00 600.00$                       $                10.00 600.00$                          $                     20.00 1,200.00$                      $                 15.00 900.00$                $            15.00 900.00$                  BASE BID ITEM NO. 6 Furnish and Install precast concrete  valve vault with five feet of inside clearance, complete in  place as detailed and specified. 3  $          6,900.00 20,700.00$               $          9,500.00 28,500.00$                 $          8,400.00 25,200.00$                    $             15,000.00 45,000.00$                   $         15,000.00 45,000.00$          $    10,000.00 30,000.00$             BASE BID ITEM NO. 7 Furnish and install additional vertical  feet of clearance in precast concrete valve vault to bring top  of vault to desired finished grade, complete in place as  detailed and specified.  5  $             700.00 3,500.00$                 $             600.00 3,000.00$                   $             800.00 4,000.00$                       $               1,400.00 7,000.00$                      $           1,000.00 5,000.00$             $      1,100.00 5,500.00$               BASE BID ITEM NO. 8 Furnish and install pressure reducing  valve assembly at SH 195 south of Shell Road including  removal of existing pipe, installation of connecting pipe, PRV  assemblies, valves and fittings, with the exception of the 18x6  tapping valve and sleeve, complete in place as detailed and  specified. 1  $        13,700.00 13,700.00$               $        20,000.00 20,000.00$                 $        17,800.00 17,800.00$                    $             27,000.00 27,000.00$                   $         18,500.00 18,500.00$          $    35,000.00 35,000.00$             BASE BID ITEM NO. 9 Connect to existing 18‐inch Water Pipe  at SH 195 south of Shell Road, with 18x6 tapping sleeve and  valve, complete in place as detailed and specified. 1  $        11,700.00 11,700.00$               $        22,000.00 22,000.00$                 $        13,900.00 13,900.00$                    $             23,000.00 23,000.00$                   $         25,500.00 25,500.00$          $    15,000.00 15,000.00$             BASE BID ITEM NO. 10 Furnish and install pressure reducing  valve assembly at CR 245 and Rocky Hollow Creek Drive  including removal of existing pipe, installation of connecting  pipe, valves and fittings and PRV assemblies, complete in  place as detailed and specified.  1  $        12,400.00 12,400.00$               $        20,600.00 20,600.00$                 $        19,700.00 19,700.00$                    $             24,000.00 24,000.00$                   $         19,500.00 19,500.00$          $    40,000.00 40,000.00$             BASE BID ITEM NO. 11 Furnish and install pressure reducing  valve/flow control valve at Rabbit Hill Pump Station including  removal of existing pipe installation of connecting pipe, valves  and fittings and flow control valve, complete in place as  detailed and specified.  1  $        37,800.00 37,800.00$               $        52,000.00 52,000.00$                 $        48,000.00 48,000.00$                    $             42,000.00 42,000.00$                   $         48,150.00 48,150.00$          $    60,000.00 60,000.00$             BASE BID ITEM NO. 12 Remove existing level control valve at  the Rabbit Hill GST and furnish and install 12‐inch sleeve. 1  $          1,200.00 1,200.00$                 $          4,600.00 4,600.00$                   $          5,600.00 5,600.00$                       $               8,000.00 8,000.00$                      $           2,500.00 2,500.00$             $    30,000.00 30,000.00$             BASE BID ITEM NO. 13 Furnish and install electrical and  instrumentation improvement between the Rabbit Hill Pump  Station and the PRV/Flow Control Vault, complete in place as  detailed and specified.  1  $        14,200.00 14,200.00$               $          9,500.00 9,500.00$                   $        21,000.00 21,000.00$                    $             16,000.00 16,000.00$                   $         52,500.00 52,500.00$          $    40,000.00 40,000.00$             BASE BID ITEM NO. 14 Furnish and install necessary  incidentals and pressure test the new PRV installations,  complete in place as detailed and specified.  3  $             500.00 1,500.00$                 $          2,000.00 6,000.00$                   $          4,000.00 12,000.00$                    $               1,500.00 4,500.00$                      $           2,000.00 6,000.00$             $      4,400.00 13,200.00$             BASE BID ITEM NO. 15 Provide Re‐vegetation, complete in  place as detailed and specified.3  $          1,400.00 4,200.00$                 $          1,600.00 4,800.00$                   $          2,400.00 $7,200.00* $               3,700.00 $11,100.00* $           4,500.00 13,500.00$          $      2,700.00 8,100.00$               Total ‐ Base Bid (Item Nos. 1‐15)‐‐131,000.01$           ‐189,300.00$              ‐191,300.00$                 ‐251,800.00$                ‐271,050.00$       ‐311,500.00$          Note: * The total amount reflects the corrected calculation  based on unit price and unit quantity of 3 in accordance to  Addendum No. 1 XX PRODA PATIN XX SMITH CONTRACTCRU XX AUSTIN ENGINEERS JOE BLAND XXXX XXXX XXXX Page 42 of 540 City of Georgetown, Texas City Council Regula r Meeting April 26, 2016 SUBJECT: Forwarded fro m the G eo rgetown Transportati on Advi sory Board (G TAB): Consideration and possible actio n to award a bi d to Cutl er Repavi ng o f Lawrence, KS in the amount of $872,51 2.0 0 f o r pavement mai ntenance (ho t in place recycling) -- Edward G. Po lasek, AICP, Transportation Services Director and Mark Miller, Transportatio n Services Manager. ITEM SUMMARY: This pro ject was bid o n Marc h 30th, 20 16 for the above referenced project. One (1) co mpetitive bid was received and a detailed bid tabulation is included. The HIPR project c onsists of furnishing, installing and providing all labor and materials required for co nstruction o f appro ximately 58,0 00 square yards of HIPR, 16 ,60 0 square yards of thin o verlay mix (TOM) asphalt, 52,000 linear feet of milling, adjustment of water valves and manholes, tree pruning, traffic co ntro l, and miscellane ous striping. The process heats up, scarifies, rejuvenates and scre e ds existing asphalt while a ¾ -inch of new asphalt is placed o n to p and rolled simultaneo usly creating a strong thermal mo nolithic bo nd The locations o f the HIP R project are listed belo w: HIPR Project Locations: P art A: Williams Drive from Riverbend Drive to Lakeway Dr. P art B: Maple Street fro m 7 th Street to Quail Valley Drive ; P art C: Kathi Lane, Brandy Lane, Addie Lane, Gabriel View Drive, and Tiffany Lane; TOM Project Locations: P art D: Texas Drive from De l Webb Boulevard to Sun City Bo ulevard; P art E: Whispering Wind Drive fro m Dell Webb Boulevard to Blue Sky Court. Cutler Repaving of Lawrence, KS had the lowest qualified bid for parts A thru E in the amount of $872,512.00. The Co st for HIPR c ame in at a bid o f $12.73/SY installed, while the TOM Mix is $13 .50 /SY installed. Staff will increase the quantity of the HIPR for the areas identified as TOM, as the bid cost is less and the produc t has proven to provide equal or better results than the TOM Mix installation. G TAB B OARD RECOMMENDATION: This item was unanimously recommended by the GTAB Board for Co uncil approval at the April 8 , 2016 , GTAB Bo ard meeting, with the ultimate deletion of TOM Mix and increase the quantity of HIPR fo r areas identified as TOM. STAF F RECOMMENDATION: Cutler has satisfactorily perfo rmed this same process on Georgetown streets fo r the past 9 years. Staff and KPA Engineers recomme nd awarding a total bid (parts A thru E) to Cutler Repaving of Lawrence, KS in the amount of $872,512.00. FINANCIAL IMPACT: See Financial de tail sheet SUBMITTED BY: Jana Kern on behalf o f Mark Miller ATTACHMENT S: Description Bid Tab Engineer Letter Lo catio n Map F INANCIAL WOR KS HEET Page 43 of 540 Page 44 of 540 Page 45 of 540 Page 46 of 540 Page 47 of 540 H U T T O R O A D SHEL L R O A D A I R P O R T R O A D W UNIVERSITY AVE. LAK E W A Y D R . W I L L I A M S D R I V E NE I N N E R L O O P WO L F R A N C H RIV E R Y B L V D 15TH D.B . W O O D S D R I V E SER E N A D A D R . SHEETS R-01 THRU R-02 SHEETS R-07 THRU R-10 SHEETS R-03 THRU R-04 SHEETS R-05 THRU R-06 SHEETS R-11 THRU R-18 0 HORIZONTAL SCALE IN FEET 2000 4000 N O R T H Plot Date: 3/23/2016 3:48:56 PM Plotted By: SILIFFFI L E : P: \ G e o r g e t o w n \ 2 0 1 6 \ 2 0 1 6 - 1 0 6 s t r e e t m a i n t e n a n c e \ C A D \ H I P R \ P l a n s \ w o r k i n g p l a n s e t \ G E N E R A L \ 1 6 - 1 0 6 s t r r e h a b - H I P R - g e n s h e e t s . d w g L A S T S A V E D : 3/ 1 1 / 2 0 1 6 5 : 1 7 : 4 5 P M LA Y O U T : G- 0 3 L O C A T I O N M A P SHEET NO. G-03 OF 07 SHEETS APPROVED BY DESIGNED BY DRAWN BY PROJECT NO. DATE Alvin R. Sutton, III 2016-106 Bruce Richardson GEORGETOWN, TEXAS 2016 Street Maintenance ProjectKASBERG, PATRICK & ASSOCIATES, LP CONSULTING ENGINEERS GEORGETOWN, TEXAS 78626© 2016 Kasberg, Patrick & Associates, LP KPA Firm Registration Number F-510 BYREVISIONDATENO.DESIGN SET LEGEND GEORGETOWN CITY LIMITS GEORGETOWN ETJ HOT IN PLACE RECYCLING THIN OVERLAY MIX (TOM) GENERAL SHEETS PROPOSED STREET SURFACE TREATMENT - HIPR LOCATION MAP Page 48 of 540 DATE: PROJECT NAME:4/30/2015 Division/Department:Director Approval Prepared By:Mark Miller Finance Approval TOTAL ANNUAL BUDGET 1,000,000.00 (Current year only) Actual Cost Agenda Total Spent Encumbrance Item & Encumbered % Annual (A) before agenda item (B)(A + B)Budget Consulting 90,000.00 90,000.00 9% Right of Way 0.00 0% Construction 872,512.00 872,512.00 87% Other Costs 0.00 0% Total Current Year Costs 90,000.00 962,512.00 Approved GENERAL LEDGER ACCOUNT NUMBER CY Budget 203-9-0880-90-075 1,000,000.00 Total Budget 1,000,000.00 TOTAL PROJECT BUDGET 1,000,000.00 (includes all previous yrs) Prior Years Current Year Total Project % Total Spent/Encumbered Costs Costs Budget Consulting 90,000.00 90,000.00 9% Right of Way 0.00 0.00 0% Construction 872,512.00 872,512.00 87% Other Costs 0.00 0.00 0% Total Project Costs 0.00 962,512.00 962,512.00 Comments:Balance is currently 1,264,368.00 remainder to go to chip seal $414,463.50 Transportation / Streets Cutler Repaving # 1CU CIP- Budgetary and Financial Analysis Worksheet Page 49 of 540 City of Georgetown, Texas City Council Regula r Meeting April 26, 2016 SUBJECT: Forwarded fro m the G eo rgetown Transportati on Advi sory Board (G TAB): Consideration and possible action of approval of Task Orde r SBE 16-002 for Ci tyw i de Si dew al k and Accessi bi l i ty Improvements to Steger Bi zzel l of Geo rge to wn, Texas in the amount of $9 6 ,6 72.0 0 -- Edward G. P olasek, A.I.C.P., Transportation Dire c to r and Nat Waggoner, Transportatio n Analyst ITEM SUMMARY: The City of Geo rge to wn Transportation Services Department initiated the Sidewalk Master Plan in 2014 as an update to the 2001 City o f Ge orgetown Sidewalk Study. The purpose o f the City of Georgetown Sidewalk Maste r Plan, here to fore referred to as the Mas t e r Plan, is to inventory e xisting pedestrian infrastructure , identify design deficiencies, evaluate future sidewalk requirements and develop an implementation plan for all pedestrian facilities within the City of Georgetown city limits. Among the major co nsiderations for the prioritizatio n o f sidewalk facilities were stakeho lder input, public input, residential demographics, pedestrian safety and existing sidewalk conditions. Governme nt and stakeholder meetings were conducted to o btain a list o f key sidewalk projects c onsidered important to the func tionality o f that agency. In general, stakeholders identified critical routes, missing side walk segments and safety co nc e rns. The first public open ho use facilitated similar input from the public on key sidewalk projects as well as preferred pedestrian attractors. This qualitative data was combined with a quantitative analysis o f pedestrian safety and demo graphics within the City of Georgetown. Re sults from this public outreach we re included in the prioritization pro c e ss. The implementation plan is utilized by City staf f to assist in the prioritization of future pedestrian infrastruc ture improvements. The Master Plan is a stand-alone do c ument, serving as the primary side walk facility management plan with regulatory autho rity conferred by the City of Geo rge to wn Overall Transportation Plan (OTP). This P lan also serves as an addendum to the City o f Geo rgetown Americans with Disabilities Act (ADA) Transition P lan by providing a proje c t list for ADA-compliance impro vements within the City. The attac he d Task Order will facilitate the design and co nstruction administratio n for accessibility impro veme nts at eight intersections c itywide and three sidewalk, curb ramp and cro sswalk locations within the Downto wn District. G TAB B OARD RECOMMENDATION: This item was unanimously recommended by the GTAB Board for Co unc il approval at the April 8 , 2016 , GTAB Bo ard meeting. STAF F RECOMMENDATION: Recommend approval of Task Order SBE 16-002 fo r Citywide Sidewalk and Accessibility Impro vements to Steger Bizzell of Georgetown, Te xas in the amount of $96,672. FINANCIAL IMPACT: P rojects funded through Do wntown and Community Services FY15 Budget and 20 15 Ro ad Bond. This represents the design work fo r the first portion of the 2015 Road Bo nd P rojects from the Sidewalk and P edestrian improvements poo l of projects. SUBMITTED BY: Nat Waggoner, PMP ® ATTACHMENT S: Description Tas k Ord er SBE-16-002 Partially Executed Bud get Works heet Page 50 of 540 TASK ORDER Georgetown – Revised 3.11 EJCDC E-505 Standard Form of Agreement Between Owner and Engineer Professional Services—Task Order Edition Copyright ©2004 National Society of Professional Engineers for EJCDC. All rights reserved. Attachment 1 – Task Order Form Page 1 of 4 Task Order In accordance with paragraph 1.01 of the Master Services Agreement between Owner and Steger Bizzell (“Engineer”) for Professional Services – Task Order Edition, dated April 11, 2011 ("Agreement"), Owner and Engineer agree as follows: 1. Specific Project Data A. Title: Citywide Sidewalk Improvement (2016) B. Description: The proposed project encompasses sidewalk improvements at various locations within the City of Georgetown. Improvements may include curb ramps, crosswalks, pedestrian- actuated signal infrastructure (“ped heads”), and sidewalk extensions/reconstructions. C. City of Georgetown Project Number: Multiple D. City of Georgetown General Ledger Account No.: 120-9-0880-90-097 120-9-0280-90-047 E. City of Georgetown Purchase Order No.: F. Master Services Agreement, Contract Number: 2011-711-MSA 2. Services of Engineer See the attached Scope of Services for a detailed description of services to be provided to Owner by Engineer. 3. Owner's Responsibilities Owner shall have those responsibilities set forth in the Agreement subject to the following: • Provide timely review comments to plan reviews and project scope changes. • Provide Agent Authorization to submit agency documentation, if required. • Estimated third-party fees for this project are listed below, and are included in the compensation amount detailed in Section 5. The City shall be responsible for any permitting and third-party review fees not listed below, or in excess of those listed below. o Geologic Assessment Subconsultant ($3,500) o TCEQ Recharge Zone Exception Request Fee ($500) o TDLR RAS Fees: Registration ($175); Review ($550); Inspection ($675) 4. Times for Rendering Services Engineer shall perform the work stated above according to the schedule below. Durations are from the date of Notice to Proceed from Owner, or the previous phase, as appropriate. Durations may be concurrent or partially concurrent. Durations are expected to be sequential, but unforeseen factors (e.g. delays due to extended third-party reviews, delays due to Board or Council action, etc.) may suspend time accruement. See the Scope of Services for more information. Task Order No. SBE-16-002, consisting of 13 pages. Page 51 of 540 TASK ORDER Georgetown – Revised 3.11 EJCDC E-505 Standard Form of Agreement Between Owner and Engineer Professional Services—Task Order Edition Copyright ©2004 National Society of Professional Engineers for EJCDC. All rights reserved. Attachment 1 – Task Order Form Page 2 of 4 Phase Completion Date Survey Phase Four (4) Weeks Design & TCEQ Coordination Phase Eighteen (18) Weeks Bidding Phase Eight (8) Weeks Construction Phase Twelve (12) Weeks 5. Payments to Engineer A. Owner shall pay Engineer for services rendered as follows: Category of Services Compensation Method Lump Sum or Not to Exceed Amount of Compensation for Services Survey, Design, TCEQ Coordination, Bidding Phase, & Construction Phase Administration Lump Sum $96,672.00 B. The terms of payment are set forth in Article 4 of the Agreement unless modified in this Task Order. 6. Consultants: Prime consultant is Steger Bizzell. Subconsultant for TDLR compliance will be Altura Solutions. 7. Other Modifications to Agreement: None. 8. Attachments: Attachment "A" – Project Location Map Attachment "B" – Scope of Services Attachment "C" – Estimated Fee Schedule Attachment "D" – Rate Schedule 9. Documents Incorporated By Reference: The Agreement, effective April 11, 2011. Page 52 of 540 Page 53 of 540 TASK ORDER Georgetown – Revised 3.11 EJCDC E-505 Standard Form of Agreement Between Owner and Engineer Professional Services—Task Order Edition Copyright ©2004 National Society of Professional Engineers for EJCDC. All rights reserved. Attachment 1 – Task Order Form Page 4 of 4 DESIGNATED REPRESENTATIVE FOR TASK ORDER: DESIGNATED REPRESENTATIVE FOR TASK ORDER: Name: Nat Waggoner Name: Curtis Steger, PE Title: Transportation Analyst Title: Principal Address: 300-1 Industrial Ave. Georgetown, TX 78626 Address: 1978 S. Austin Ave. Georgetown, TX 78626 E-Mail Address: nathaniel.wagoner@georgetown.org E-Mail Address: curtis.steger@stegerbizzell.com Phone: 512-930-8171 Phone: 512-930-9412 Fax: 512-930-3559 Fax: n/a Page 54 of 540 At t a c h m e n t A 1 Pr o p o s e d I n t e r s e c t i o n P r o j e c t s 2 m i N➤➤N © 2 0 1 6 G o o g l e © 2 0 1 6 G o o g l e © 2 0 1 6 G o o g l e Page 55 of 540 At t a c h m e n t A 2 Pr o p o s e d S i d e w a l k P r o j e c t s 80 0 f t N➤➤N © 2 0 1 6 G o o g l e © 2 0 1 6 G o o g l e © 2 0 1 6 G o o g l e Page 56 of 540 Prepared by: March 11, 2016 1/4 Attachment B Scope of Services Task Order No. SBE-16-002 2015 Road Bond-Funded Sidewalk Improvements (2016) 1. General Description of Project: The proposed project encompasses sidewalk improvements at various locations within the City of Georgetown. This project will fill in gaps in the existing sidewalk system including projects within signalized intersections and reconstruct TDLR non-compliant facilities across varying topographical features. Improvements may include curb ramps, crosswalks, pedestrian-actuated signal infrastructure (“ped heads”), and sidewalk extensions/reconstructions. Construction of the improvements is intended to be contracted through the Indefinite Delivery/Indefinite Quantity (IDIQ) method. The intersections to be addressed under this Task Order are: • Williams Drive at Lakeway Drive • Williams Drive at River Bend Drive • Williams Drive at Shell Road/DB Wood Road • N. Austin Avenue at W. Morrow Street • N. Austin Avenue at San Gabriel Village Blvd • Del Webb Blvd at Whispering Wind Drive • Williams Drive at Wildwood Drive • Williams Drive at Woodlake Drive The sidewalk extensions/reconstruction to be addressed under this Task Order are: • Northside of 8th Street from Martin Luther King Street to Rock Street • Northside of 8th Street from Church Street to Myrtle Street • Westside of Church Street from 9th Street to 8th Street This scope of services generally includes surveying, design, preparation of construction plans and contract documents, TCEQ coordination, bidding phase services, and construction phase administration services. 2. Survey & Design Services: This phase of the project will commence after the Owner has signed and executed this Task Order. The basic services for this phase include: a. Identify and collect relevant plans, data, and reports pertinent to this project. b. Submit a Texas 811 (“One-Call”) utility locate request for the project areas listed above. c. Perform a topographic field survey of the project areas (See Attachment A), identifying existing pavement and curbs, above-ground utilities, relevant vegetation (i.e., hardwoods greater than 6” diameter), fences, signs, signal equipment, drainage structures, and other features relevant to the project. i. Two site benchmarks will be set to assist in surveying and construction. Page 57 of 540 Prepared by: March 11, 2016 2/4 ii. Survey will be based on the Texas State Plane Coordinate System, Central Zone (4203), North American Datum of 1983 (2011 Adjustment), North American Vertical Datum of 1988 (GEOID12A), unless specified otherwise. d. Create an existing CAD base map based on the survey data that depicts surveyed elements. e. Steger Bizzell will visit each site and make a recommendation on actual limits of work for each project area (e.g. tie-in locations to existing sidewalks, compliant areas to remain, etc.) f. Prepare conceptual plans that show recent aerial imagery, identified constraints, and limits of proposed sidewalk & crosswalk improvements. Review conceptual plans with City staff. g. Prepare draft construction plans and submit to City for review. h. Prepare final construction plans based on City comments. i. Perform quantity take-offs and prepare an opinion of construction cost. j. Prepare construction contract documents and technical specifications for review and approval by the Owner. The most recent version of the City's standard construction contract documents and technical specifications shall be used. k. Coordination of a Geologic Assessment consistent with the City of Georgetown's Water Quality Regulations. i. Based on similar projects, the Geologic Assessment fee is anticipated to be $3,500. This amount is included in the attached Fee Schedule. l. Send a copy of the final construction plans to Atmos Energy, Georgetown Electric Services, and Georgetown Water & Wastewater Services. m. Prepare and submit project registration information to TDLR. Altura Solutions will perform the responsibilities of RAS and review the final construction plans for compliance with the TAS. 3. TCEQ Coordination Services: This phase of the project will commence after the Owner has signed and executed this Task Order. The basic services for this phase include: a. Prepare and submit to TCEQ an Edwards Aquifer Recharge Zone (EARZ) Water Pollution Abatement Plan (WPAP) Exception Request, consisting of an Application Cover Page, General Information Form, Geologic Assessment Form, Recharge and Transition Zone Exception Request Form, Temporary Stormwater Section, Permanent Stormwater Section, Agent Authorization Form, Application Fee Form, Core Data Form, and supporting attachments. i. The WPAP Exception Request Fee of $500 is included in the attached Fee Schedule. ii. This Task Order assumes that the design of structural treatment methods (e.g. sand filter pond, Stormceptor, AquaLogic, etc.) is not required. Page 58 of 540 Prepared by: March 11, 2016 3/4 4. Bidding Phase Services: This phase of the project will commence after the Owner has completed final review and approval of the construction plans, specifications, and contract documents. The basic services for this phase include: a. Assist Owner in advertising for and obtaining bids for the construction contract and responding to questions from prospective Bidders. Issue addenda as appropriate to interpret, clarify, or expand the bidding documents. b. Attend and conduct one pre-bid meeting and one bid opening meeting. Compile and tabulate bid results. c. Provide a recommendation of contract award to Owner after careful consideration and research of responsible and responsive bidders. d. Assist Owner with bid award procedures (i.e., providing hard copies of the contract documents to contractor for signatures and bond, and ensuring completeness before forwarding to City staff for final execution). e. Attend the GTAB and Council meetings where the construction contract is considered to assist in answering any questions regarding the Engineer’s recommendation. 5. Construction Phase Administration Services: This phase of the project will commence after the Owner has awarded and executed a construction contract. The basic services for this phase include: a. Attend and conduct one pre-construction conference. b. Conduct a brief training meeting with the contractor and City Inspectors regarding common TAS compliance issues and possible resolutions. c. Review shop drawings and submittals turned in by the contractor for compliance with design concepts. Review field materials testing and laboratory reports for compliance with design. Review contractor pay requests and provide concurrence for City review and payment. d. Issue necessary interpretation and clarifications of the contract documents, prepare change orders and make recommendations to the acceptability of the work, as required. This scope is limited to three (3) change orders. e. Conduct site visits periodically during construction and at the request of the City. This scope is limited to 44 hours (approximately 4 hours per site). f. Perform a post-construction inspection with Altura to confirm compliance with TAS. g. Conduct final walk-through and prepare punch-list items to be addressed/corrected by Contractor. h. Prepare record drawings based on information provided by the contractor, by utilizing Adobe Acrobat or similar software to digitize markups "on top" of approved plans. 6. Exclusions: The following services are specifically excluded from this Task Order. Steger Bizzell would be pleased to provide an additional fee estimate to provide these services. a. Utility coordination beyond supplying plans to owners Page 59 of 540 Prepared by: March 11, 2016 4/4 b. Utility extension design c. Right-of-entry authorization (no private property access is anticipated) d. Locating property boundaries/public right-of-way, or deed research e. Design or permitting of structural BMP water quality facilities (e.g. sand filter) f. Daily Construction/Field Inspection (will be provided by City) g. Coordination of materials testing services (typically provided by Contractor) h. Construction staking i. Right-of-way or easement acquisition, including preparation of field notes and legal descriptions j. Geotechnical investigation 7. Reimbursables: Any reimbursable expenses beyond the amount shown on Attachment C are not included in the stated compensation amount and will be billed to Client at Engineer’s cost. Reimbursable expenses may include, but are not limited to: postage or other delivery charges, document reproductions, third-party contractors or consultants (if applicable), and third-party fees listed above that are greater than anticipated. Page 60 of 540 Pr e p a r e d b y At t a c h m e n t C Ta s k O r d e r S B E - 1 6 - 0 0 2 20 1 5 R o a d B o n d - F u n d e d S i d e w a l k I m p r o v e m e n t s ( 2 0 1 6 ) Pr i n t e d : 3 / 1 1 / 2 0 1 6 Es t i m a t e d F e e S c h e d u l e Ta s k a n d D e s c r i p t i o n Se n i o r En g i n e e r En g i n e e r (P E ) Re g i s t e r e d Su r v e y o r En g i n e e r in T r a i n i n g Cl e r i c a l CA D D Te c h . 2- M a n Su r v e y Al t u r a Su b s , M i s c . Fe e s , e t c . To t a l Es t i m a t e Ho u r l y R a t e : 21 6 1 6 1 1 3 4 1 3 3 7 2 1 0 0 1 6 0 1 5 0 Su r v e y & D e s i g n S e r v i c e s 1. C o l l e c t p l a n s , d a t a , r e p o r t s 2 4 7 2 2 2. R e q u e s t u t i l i t y l o c a t e s 2 26 6 3. F i e l d s u r v e y i n g 8 6 4 1 1 , 3 1 2 4. C r e a t e C A D b a s e m a p 24 4 8 8 , 0 1 6 5. I n i t i a l s i t e v i s i t s 88 2, 3 5 2 6. P r e p a r e c o n c e p t u a l p l a n s & r e v i e w w i t h s t a f f 41 6 4 0 8, 7 6 0 7. P r e p a r e d r a f t c o n s t r u c t i o n p l a n s 16 4 0 7, 8 9 6 8. P r e p a r e f i n a l c o n s t r u c t i o n p l a n s 28 1 6 3, 8 4 8 9. Q u a n t i t y t a k e - o f f s a n d o p i n i o n o f p r o b a b l e c o s t 48 1, 7 0 8 10 . P r e p a r e c o n t r a c t d o c u m e n t s a n d t e c h n i c a l s p e c s 88 2, 3 5 2 11 . C o o r d i n a t e G e o l o g i c A s s e s s m e n t 2 3, 5 0 0 3 , 8 2 2 12 . S u b m i t s k e t c h e s t o u t i l i t y o w n e r s 44 1, 1 7 6 13 . P r e p a r e & s u b m i t T D L R p r o j e c t r e g i s t r a t i o n 2 2 7 2 5 1 , 3 1 3 Su b t o t a l H o u r s : 6 7 0 3 2 1 2 8 0 5 2 6 4 0 3 5 2 Su b t o t a l F e e s : $ 1 , 2 9 6 $ 1 1 , 2 7 0 $ 4 , 2 8 8 $ 1 7 , 0 2 4 $ 0 $ 5 , 2 0 0 $ 1 0 , 2 4 0 $ 0 $ 4 , 2 2 5 $ 5 3 , 5 4 3 TC E Q C o o r d i n a t i o n S e r v i c e s 1. P r e p a r e E A R Z W P A P E x c e p t i o n R e q u e s t 1 1 2 2 0 4 4 5 , 4 9 6 a . T C E Q W P A P E X P F e e 50 0 5 0 0 Su b t o t a l H o u r s : 1 1 2 0 2 0 44 0 0 4 1 Su b t o t a l F e e s : $ 2 1 6 $ 1 , 9 3 2 $ 0 $ 2 , 6 6 0 $ 2 8 8 $ 4 0 0 $ 0 $ 0 $ 5 0 0 $ 5 , 9 9 6 Bi d d i n g P h a s e S e r v i c e s 1. B i d a d v e r t i s e m e n t a n d m a n a g e m e n t 4 8 1 6 2 4 , 4 2 4 2. P r e - b i d m e e t i n g , b i d o p e n i n g , a n d b i d t a b u l a t i o n 3 4 2 1 , 1 5 9 3. B i d d e r r e s e a r c h a n d a w a r d r e c o m m e n d a t i o n 12 53 8 4. A s s i s t w i t h a w a r d p r o c e d u r e s 14 69 3 5. A t t e n d G T A B & C o u n c i l 4 64 4 Su b t o t a l H o u r s : 5 1 8 0 2 4 40 0 0 5 1 Su b t o t a l F e e s : $ 1 , 0 8 0 $ 2 , 8 9 8 $ 0 $ 3 , 1 9 2 $ 2 8 8 $ 0 $ 0 $ 0 $ 0 $ 7 , 4 5 8 Pa g e 1 o f 2 Page 61 of 540 Pr e p a r e d b y At t a c h m e n t C Ta s k O r d e r S B E - 1 6 - 0 0 2 20 1 5 R o a d B o n d - F u n d e d S i d e w a l k I m p r o v e m e n t s ( 2 0 1 6 ) Pr i n t e d : 3 / 1 1 / 2 0 1 6 Es t i m a t e d F e e S c h e d u l e Ta s k a n d D e s c r i p t i o n Se n i o r En g i n e e r En g i n e e r (P E ) Re g i s t e r e d Su r v e y o r En g i n e e r in T r a i n i n g Cl e r i c a l CA D D Te c h . 2- M a n Su r v e y Al t u r a Su b s , M i s c . Fe e s , e t c . To t a l Es t i m a t e Ho u r l y R a t e : 21 6 1 6 1 1 3 4 1 3 3 7 2 1 0 0 1 6 0 1 5 0 Co n s t r u c t i o n P h a s e A d m i n . S e r v i c e s 1. P r e - c o n s t r u c t i o n c o n f e r e n c e 44 4 2, 0 4 0 2. T A S t r a i n i n g f o r c o n t r a c t o r 4 6 0 0 3. R e v i e w p a y r e q u e s t s , R F I s , & s u b m i t t a l s 2 8 1 6 1 3 , 9 2 0 4. P r e p a r e c h a n g e o r d e r s , a s n e c e s s a r y 8 1 6 1 3 , 4 8 8 5. P e r i o d i c a n d o n - c a l l s i t e v i s i t s 82 2 2 2 8, 1 9 6 6. P e r f o r m T D L R p o s t - c o n s t r u c t i o n i n s p e c t i o n 6 6 6 7 5 2 , 4 3 9 7. C o n d u c t f i n a l w a l k - t h r o u g h 8 8 8 3 , 5 5 2 8. P r e p a r e r e c o r d d r a w i n g s 4 1 2 3 2 5 , 4 4 0 Su b t o t a l H o u r s : 1 4 6 0 0 8 4 2 3 2 0 1 2 2 0 4 Su b t o t a l F e e s : $ 3 , 0 2 4 $ 9 , 6 6 0 $ 0 $ 1 1 , 1 7 2 $ 1 4 4 $ 3 , 2 0 0 $ 0 $ 1 , 8 0 0 $ 6 7 5 $ 2 9 , 6 7 5 TO T A L H O U R S : 2 6 1 6 0 3 2 2 5 6 1 0 8 8 6 4 1 2 6 4 8 TO T A L F E E S : $ 5 , 6 1 6 $ 2 5 , 7 6 0 $ 4 , 2 8 8 $ 3 4 , 0 4 8 $ 7 2 0 $ 8 , 8 0 0 $ 1 0 , 2 4 0 $ 1 , 8 0 0 $ 5 , 4 0 0 $ 9 6 , 6 7 2 To t a l L u m p S u m C o m p e n s a t i o n : $ 9 6 , 6 7 2 Pa g e 2 o f 2 Page 62 of 540 Rate Schedule Effective June 26, 2014 (All Rates Per Hour) Engineer (Principal) $233.00 Senior Engineer $216.00 Engineer (P.E.) $161.00 Project Manager $216.00 Engineer in Training (EIT) $133.00 Graduate Engineer $128.00 Senior Technician $128.00 GIS Technician $105.00 Design Technician $105.00 CADD Technician/ Draftsman $100.00 Survey Technician/ Draftsman $100.00 Registered Surveyor $134.00 Surveyor in Training (SIT) $105.00 1 Man Survey $145.00 2 Man Survey Party $160.00 3 Man Survey Party $175.00 Field Inspector $ 90.00 Clerical $ 72.00 Student Technician $ 33.00 Mileage Current IRS Rate Note: Expert Witness Fees are billed at 1.5 times the hourly rate. Page 63 of 540 PROJECT No.DATE: PROJECT NAME:1DP 3/29/2016 Division/Department:Director Approval EGP 3/29/16 Prepared By:Finance Approval La'Ke 3/30/16 TOTAL ANNUAL BUDGET 96,672.00 (Current year only) Actual Cost Agenda Total Spent Encumbrance Item & Encumbered % Annual (A) before agenda item (B)(A + B)Budget Consulting (SBE-16-002)*66,997.00 0% Right of Way 0.00 0% Construction 29,675.00 0% Other Costs 0.00 0% Total Current Year Costs 0.00 96,672.00 0.00 Approved CY Budget Construction GENERAL LEDGER ACCOUNT NUMBER Design Construction Admin 8th Street (MLK - Rock)8,262.96$ 3,659.92$ 8th Street (Church-Myrtle)8,262.96$ 3,659.92$ Phase 1 Signal and Curb Ramp 42,208.11$ 18,695.25$ Church Street (8th-9th)8,262.96$ 3,659.92$ Total Budget 66,997.00 29,675.00 TOTAL PROJECT BUDGET 96,672.00 (includes all previous yrs.) Prior Years Current Year Total Project % Total Spent/Encumbered Costs Costs Budget Consulting 0.00 0.00 0% Right of Way 0.00 0.00 0.00 0% Construction 0.00 0.00 0% Other Costs 0.00 0.00 0.00 0% Total Project Costs 0.00 0.00 0.00 Sidewalk Master Plan - Budgetary and Financial Analysis Worksheet Comments: CDBG Grant being supplemented by Streets - Sidewalk Repair Budget 2016 Accessibility Impr. Proj. 120-9-0280-90-047 120-9-0880-90-097 120-9-0280-90-047 120-9-0280-90-047 Design and Construction Admin Citywide Nat Waggoner, Transportation Analyst Transportation Services Page 64 of 540 City of Georgetown, Texas City Council Regula r Meeting April 26, 2016 SUBJECT: Forwarded fro m the G eneral G overnment and Fi nance Advi sory B oard (G G AF): F i rst Readi ng of an an Ordinance formally adopti ng the F i scal and B udgetary P ol i cy to be used in preparing the fiscal year 2017 annual budget and to guide financial operations -- Leigh Wallace, Finance Director (acti on requi re d) ITEM SUMMARY: This item is to ado pt the proposed changes to the Fiscal and Budgetary Po licy fo r the upco ming budget. The propo sed amendments were discussed and reviewed by the General Go vernment and Finance Advisory Board on March 30, 2 01 6, and presented to Co uncil during the April 26, 201 6 workshop. The purpose of the Fiscal and Budgetary Policy (P olicy) is to pro vide the framewo rk for financial operations of the City and to ensure prudent stewardship, financial planning and acco untability. Each year the Policy is administrative ly amended to reco gnize date and amount c hanges within the text; and to address any new financial or regulato ry requirement that may need to be added. Other amendments may be recommended in o rder to clarify wording o r to further granulate a particular P olicy Area. P otential changes for consideration and discussion by Council are no ted by sectio n and page numbers in the ove rvie w presentation pro vide d during workshop. The full ve rsion o f the policies with tracke d c hanges is also provided. FINANCIAL IMPACT: NA SUBMITTED BY: Leigh Wallace, Finance Director - kj ATTACHMENT S: Description F &B Polic y Ordinanc e F &B Polic y C hanges Page 65 of 540 Ordinance Number: ___________________ Page 1 of 2 Fiscal and Budgetary Policy Amendment Date Approved: ______________________ ORDINANCE NO. _______________________ AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS FORMAL LY ADOPTING THE FISCAL AND BUDGETARY POLICY; REPEALING CONFLICTING ORDINANCES AND RESOLUTIONS; PROVIDING A SEVERABILITY CLAUSE; AND ESTABLISHING AN EFFECTIVE DATE. WHEREAS, the City Council developed a Fiscal and Budgetary Policy and was adopted by City Council action in 2001; and WHEREAS, the Fiscal and Budgetary Policy has been reviewed and adopted each year since 2001 by such Council action; and WHEREAS, this Policy is used to guide the City’s financial operations; and WHEREAS, the City’s Annual Budget is prepared in accordance with this policy; and WHEREAS, the City Council has reviewed and approved the amended Fiscal and Budgetary Policy for Fiscal Year 2017; and WHEREAS, the City Council has deemed this Policy to be in effect. 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 complies with the Vision Statement of the City of Georgetown 2030 Comprehensive Plan. SECTION 2. The City Council approves the Fiscal and Budgetary Policy as illustrated in Exhibit A. SECTION 3. In the event any section, paragraph, subdivision, clause, phrase, provision sentence or part of this ordinance or the application of same to any person or circumstance shall for any reason be adjudged invalid or held unconstitutional, by a court of competent jurisdiction, it shall not affect, impair, or invalidate the remainder of this ordinance which shall be given full force and effect. Page 66 of 540 Ordinance Number: ___________________ Page 2 of 2 Fiscal and Budgetary Policy Amendment Date Approved: ______________________ SECTION 4: In the future, City Council may choose to adopt the Fiscal and Budgetary Policy by Resolution in which case this Ordinance shall automatically expire and shall no longer be of force and effect. SECTION 5: The Mayor is hereby authorized to sign this Ordinance and the City Secretary to attest. PASSED AND APPROVED on First Reading on the 26th day of April, 2016. PASSED AND APPROVED on Second Reading on the 10th day of May, 2016. ATTEST: THE CITY OF GEORGETOWN: Shelley Nowling, City Secretary By: Dale Ross, Mayor APPROVED AS TO FORM: __________________________ Charles McNabb, City Attorney Page 67 of 540 1   FY2017 Annual Budget  Fiscal and Budgetary Policy Adopted: April 26, 2016 Contents I. PURPOSE............................................................................................................................................ 2  II. FUND STRUCTURE AND BASIS OF BUDGETING ....................................................................................... 2  III. OPERATING BUDGET ........................................................................................................................... 3  IV. REVENUE MANAGEMENT .................................................................................................................... 6  V. EXPENDITURE MANAGEMENT ............................................................................................................ 10  VI. STAFFING AND COMPENSATION ......................................................................................................... 15  VII. FUND BALANCE POLICIES ................................................................................................................... 16  VIII. LONG‐TERM LIABILITY RESERVES ........................................................................................................ 16  IX. BUDGET CONTINGENCY PLAN ............................................................................................................ 17  X. CAPITAL IMPROVEMENT PROGRAM (CIP) BUDGET ............................................................................... 17  XI. CAPITAL MAINTENANCE AND REPLACEMENT ....................................................................................... 19  XII. ACCOUNTING, AUDITING AND FINANCIAL REPORTING .......................................................................... 21  XIII. ASSET MANAGEMENT ....................................................................................................................... 21  XIV. DEBT MANAGEMENT ........................................................................................................................ 23  XV. OTHER FUNDING ALTERNATIVES ........................................................................................................ 27  XVI. FINANCIAL CONDITIONS, RESERVES, AND STABILITY RATIOS .................................................................. 27  XVII. INTERNAL CONTROLS ........................................................................................................................ 30  Page 68 of 540 2   FY2017 Annual Budget  I. PURPOSE    The City of Georgetown is committed to financial management through integrity, prudent stewardship, planning,  accountability, full disclosure and communication.  The broad purpose of the Fiscal and Budgetary Policies is to  enable the City and its related component units, including the Georgetown Transportation Enhancement  Corporation (GTEC) and the Georgetown Economic Development Corporation (GEDCO), to achieve and maintain  a long‐term stable and positive financial condition, and provide guidelines for the day‐to‐day planning and  operations of the City’s financial affairs.      Policy scope generally spans areas of accounting, operational and capital budgeting, revenue and expenditure  management, financial reporting, internal controls, investment and asset management, debt management and  forecasting.  This is done in order to:    A. Demonstrate to the citizens of Georgetown, the investment community, and the bond rating agencies that  the City is committed to a strong fiscal operation;    B. Provide precedents for future policy‐makers and financial managers on common financial goals and  strategies;    C. Fairly present and fully disclose the financial position of the City in conformity to generally accepted  accounting principles (GAAP); and    D. Demonstrate compliance with finance‐related legal and contractual issues in accordance with the Texas Local  Government Code and other legal mandates.    These policies will be reviewed and updated annually as part of the budget preparation process.    II. FUND STRUCTURE AND BASIS OF BUDGETING    The budgeted funds for the City of Georgetown include:     Governmental Funds: General Fund which accounts for all financial resources except those required to  be accounted for in another fund, and include basic governmental services, such  as Street Maintenance, Planning and Development, Police, Fire and Parks, as  well as solid waste management.     Special  Revenue  Funds (SRF) account for specific revenues that are legally  restricted for specified purposes.  The City currently budgets 26 SRF Funds and  includes Tourism, Parkland Dedication, Library Donations, Animal Services  Donations, and Street Maintenance Sales Tax.    Debt Service Fund is used to account for the payment of general long‐term debt  principal and interest.    Capital Project Funds are used to account for the acquisition or construction of  major capital facilities other than those financed by enterprise activities.    Page 69 of 540 3   FY2017 Annual Budget  Proprietary Funds: Internal Service Funds account for good or services provided by one internal  department to another.  The City uses this system to recognize cost for fleet  replacement and maintenance, facility maintenance, computer replacement  and maintenance and employee health insurance costs.    Enterprise Funds include the City’s “business like” activities including all the  utility funds and the airport.    Basis of Accounting and Basis of Budgeting    The City accounts and budgets for all Governmental Funds using the modified accrual basis of accounting.   This basis means that revenue is recognized in the accounting period in which it becomes available and  measurable, while expenditures are recognized in the accounting period in which they are incurred.  Because  the appropriated budget is used as the basis for control and comparison of budgeted and actual amounts,  the basis for preparing the budget is the same as the basis of accounting.  Exceptions to the modified accrual  basis of accounting include:     Encumbrances, which are treated as expenditures in the year they are encumbered, not when expended   Grants, which are considered revenue when awarded, not received   Principal and interest on long‐term debt, which are recognized when paid.    General government funds include the General Fund, special revenue funds, debt service fund and general  capital project funds.      Proprietary Funds, which include the enterprise and internal service funds are accounted and budgeted using  the full‐accrual basis of accounting.  Under this method, revenues are recognized when they are earned and  measurable, while expenses are recognized when they are incurred regardless of timing or related cash  flows.  The basis for preparing the budget is the same as the basis of accounting except for principal payments  on long‐term debt and capital outlay which are treated as budgeted expenses.  Exceptions include:     Depreciation which is not budgeted   Non‐budgeted accruals such as compensated absences.    III. OPERATING BUDGET    Budgeting is an essential element of the financial planning, control and evaluation process of municipal  government. The operating budget is the City’s annual financial operating plan.  The annual budget includes all  of the operating departments of the General Fund, proprietary funds, debt service funds, special revenue funds,  and capital improvement funds of the City.    A. Form of Government – The Charter (Section 1.03) established a “Council‐Manager Government” wherein the  City vests power in the City Council to “enact legislation, adopt budgets, determine policies, and appoint the  City Manager who shall execute the laws and administer the government of the City.”    B. Comprehensive Plan – The Charter (Section 1.08) requires that the City Council “establish comprehensive  planning as a continuous and ongoing governmental function in order to promote and strengthen the existing  role, processes and powers of the City of Georgetown.” The current comprehensive plan is the 2030 Plan  Page 70 of 540 4   FY2017 Annual Budget  adopted in 2006. The 2030 Plan is written from a perspective of some twenty years into the future.  It  expresses what we envision and desire our community to be in the year 2030, and it reflects on all that we  have accomplished since we launched the revision of our Comprehensive Plan in 2006.  The Plan utilizes a  Vision Statement to guide the desired outcomes for the community.      C. Council Vision – The Council has further defined the City’s Comprehensive Plan by defining its vision to  become the City of Excellence.  This vision is to be accomplished through five (5) focus areas.  These focus  areas become the City’s strategic goals through development and implementation of defined Business  Plans for each focus area.      1. Economic Development  2. Signature Destination  3. Public Safety  4. Transportation  5. Utility Services    C. Five‐Year City of Excellence Business Plan – A “dashboard” plan will be developed that links the 2030 Plan  with the City Council’s City of Excellence vision and five focus areas (strategic goals) that further the  implementation of the Vision.  From those strategic goals an implementation plan for each of the 5 focus  areas will be created.    1. A Five‐Year Financial Forecast will be created and updated annually that will identify potential tax  impacts, rate adjustments and other factors that will impede the implementation of the City of  Excellence Business Plan.    2. Year‐One of this Business Plan is the basis for the Annual Budget.  D.C. Preparation – The Charter (Section 6.02) requires “a proposed budget prepared by the City Manager and  submitted to the City Council at least thirty days prior to the end of the fiscal year.  The budget shall be  adopted not later than the twenty‐seventh day of the last month of the fiscal year.  No budget will be adopted  or appropriations made unless the total estimated revenues, income and funds available shall be equal to or  in excess of such budget or appropriations, except otherwise provided.”  Therefore, the budget will be  presented to the City Council no later than the 1st day of August to provide the City Council time to adopt the  budget in the required time frame.    1. Proposed Budget – A proposed budget shall be prepared by the City Manager with participation of  all of the City’s Directors within the provision of the Charter and the 2030 Plan and the City of  Excellence Vision.    a. The budget shall include four basic segments for review and evaluation:     Revenue   Personnel Costs   Operations and Maintenance Costs   Capital and other non‐project Costs    b. The budget review process will include City Council participation in the development of each  segment and allow for resident participation in the process, and will allow for sufficient time to  address policy and fiscal issues by the City Council.    Page 71 of 540 5   FY2017 Annual Budget  c. A copy of the proposed and approved budgets will be filed with the City Secretary when it is  submitted to the City Council and will be available on the City’s website.  A copy will also be  available at the Georgetown Public Library for citizen review.    2. Adoption – Upon finalization of the budget appropriations, the City Council will hold a public hearing,  and subsequently adopt by Ordinance the final budget as amended.  The budget will be effective for  the fiscal year beginning October 1st.      The Annual Budget document will be submitted annually to the Government Finance Officers  Association (GFOA) for evaluation and consideration for the Distinguished Budget Presentation  Award.      E. Balanced Budget – The goal of the City is to adopt and maintain a balanced operating budget using sustainable  funding sources that are expected to continue to be available in subsequent fiscal years.  Excess balances in  operating funds from previous fiscal years shall remain in the fund in which they were appropriated until  either such excess balances are proposed and adopted pursuant to Section III. C. Preparation of this policy;  until they are used to reduce outstanding debt obligations of the City; or both.     The Charter (Section 6.04) requires that an operating deficit created in any fiscal year shall be paid off and  discharged during the following year.  In practice, deficit has been interpreted to mean City funds as a whole.   The City Council may choose from time to time to allow individual funds to have a negative balance as long  as Operating Reserve requirements for the City as a whole are maintained.    F. Planning – The budget process will be coordinated so that major policy issues are identified prior to the  budget approval date.  This will allow City Council adequate time for consideration of appropriate decisions  and analysis of financial impacts.    G. Reporting – Summary financial reports will be presented to the City Council quarterly.  These reports will be  in a format appropriate to enable the City Council to understand the overall budget and financial status.       H. Control and Accountability – Each Director, appointed by the City Manager, will be responsible for the  administration of his/her departmental budget.  This includes accomplishing the Goals and Objectives  adopted as part of the budget and monitoring each department budget for compliance with spending  limitations.  Directors may transfer funds up to $20,000 within the operations and maintenance or capital  line items within a departmental budget category without additional approval.  All transfers within the  Personnel line items require approval of the Chief Financial OfficerFinance Director and City Manager. All  other transfers of appropriation or budget amendments require either City Council or City Manager approval  as outlined in Section III.I Budget Amendments and Section V.C.4 Use of Excess Salary Savings.    I. Budget Amendments – The Charter (Section 6.04) provides a method to amend for budget amendments and  emergency appropriations.  The City Council may authorize with a majority plus one vote, an emergency  expenditure as an amendment to the original budget.  This may be done in cases of grave public necessity to  meet an unusual and unforeseen condition that was not known at the time the budget was adopted.  In  practice, this has been interpreted to include revenue‐related expenses within the enterprise funds and  timing differences on capital improvement projects.  The following criteria will be used in evaluation of  budget amendments:     Is the request necessary?   Why was the item not budgeted in the normal budget process?  Page 72 of 540 6   FY2017 Annual Budget   Why can't a transfer be done within the Division to remedy the condition?    The Chief Financial OfficerFinance Director must certify availability of revenues or funding sources prior to  adoption.     The City will amend the budget at year end, if needed, for revenue based expenditures that exceeded  budgeted amounts due to increased revenue and recognize any grant funded expenditures for grants  received after the budget was adopted or last amended.  The City will also amend the budget if necessary  for any capital project timing adjustments from prior year, as well as, any other known adjustments needed  and approved at that time.    J. Contingency Appropriations – The budget may include contingency appropriations within designated  operating department budgets.  These funds are used to offset expenditures for unexpected maintenance  or other unanticipated expenses that might occur during the year. Currently, the City maintains contingency  appropriations for insurance deductibles, unexpected legal expenses and equipment repairs.    K. Council Discretionary Account – The budget may contain appropriated funds to be used at the discretion of  the City Council. Actual expenditure of these funds is specifically approved by the City Council on an item by  item basis. The Council Discretionary Account for 2016 is $10,000 included in the General Fund.    L. Use of Unanticipated and Unappropriated General Fund Balances – Within 90 days after fiscal year end, staff  will report the projected General Fund balance to Council.  In the event that unexpected, unbudgeted  amounts are determined to be available in the General Fund after year end, these funds may be used for any  of the following purposes, as approved by the City Council:  1. to fund capital projects;   2. to fund equipment purchases in lieu of issuing debt;  3. to reduce outstanding City debt, including bonded indebtedness and unfunded pension liabilities;  4. to fund contingent liabilities such as the benefit payout reserve, cemetery trust fund, and similar  obligations of the City;   5. to take other steps to reduce property tax rates or mitigate any future increases;   6. to hold those funds in reserve for future commitments or contingencies that may be pending,  and/or;  7. to fund an Economic Uncertainty Reserve of up to three (3) percent of annual General Fund  operating expenditures according to Section XVI, A, 2, b, Economic Uncertainty Reserve.    IV. REVENUE MANAGEMENT    A. Characteristics – The City will strive for the following optimum characteristics in its revenue system:    1. Simplicity – The City, where possible and without sacrificing accuracy, will strive to keep the revenue  system simple in order to reduce compliance costs for the taxpayer or service recipient.  Page 73 of 540 7   FY2017 Annual Budget    2. Certainty – A knowledge and understanding of revenue sources increases the reliability of the  revenue system.  The City will understand its revenue sources and enact consistent collection policies  to provide assurances that the revenue base will materialize according to budget.    3. Equity – The City shall make every effort to maintain equity in its revenue system; i.e., the City should  seek to minimize or eliminate all forms of subsidization between entities, funds, services, utilities,  and customer classes, and ensure an on‐going return on investment for the City.    a. The City will make every effort to recognize the benefit that City tax payers contribute to City  programs and services.    b. The annual Parks and Recreation residential membership rates are established at 75% of non‐ residential rates plus or minus 10% at the discretion of the Parks and Recreation Director in  keeping with the targeted market cost recovery.     4. Revenue Adequacy – The City should require there be a balance in the revenue system; i.e., the  revenue base will have the characteristics of fairness and neutrality as it applies to cost of service,  willingness to pay, and ability to pay.    Overall Operational Cost Recovery for Parks and Recreation for the Recreation and Tennis Centers is  targeted to be between 50 – 60%, with some variance in individual programs.      5. Realistic and Conservative Estimates – Revenues will be estimated realistically, and conservatively,  taking into account the volatile nature of various revenue streams.    6. Administration – The benefits of a revenue source should exceed the cost of levying and collecting  that revenue.    7. Diversification and Stability – A diversified revenue system with a stable source of income shall be  maintained.  This will help avoid instabilities in two particular revenue sources due to factors such as  fluctuations in the economy and variations in the weather.    B. Other Considerations – The following considerations and issues will guide the City in its revenue policies  concerning specific sources of funds:    1. Cost/Benefit of Incentives for Economic Development – The City will use due caution in the analysis  of any incentives that are used to encourage development.  A cost/benefit (fiscal impact) analysis  will be performed as part of the evaluation.    2. Non‐Recurring Revenues – One‐time or non‐recurring revenues should not be used to finance  current ongoing operations.      3. Sustainable Revenues – “Sustainable" means revenue that is consistently available year after year,  and includes revenues realized subsequent to adopted projections.     4. Property Tax Revenues – All real and business personal property located within the City will be valued  at 100% of the fair market value for any given year based on the current appraisal supplied by the  Williamson Central Appraisal District.   Page 74 of 540 8   FY2017 Annual Budget    Conservative budgeted revenue estimates result in a projected ninety‐eight percent (98%) budgeted  collection rate for current ad valorem taxes.  Two percent (2%) of the current ad valorem taxes will  be projected as the budget for delinquent ad valorem tax collection.  For budgeting purposes, the  City will forecast the proposed property tax rate using the effective maintenance & operations  (M&O) rate plus the interest & sinking (I&S) rate needed to fund tax supported debt service.   Increases to the M&O rate will be deliberated and determined by the City Council.  Proposed tax  revenue will be budgeted at a 98% collection rate.    5. Interest Income – Interest earned from investments will be distributed to the funds in accordance  with the equity balance of the fund from which the monies were provided to be invested.    6. User‐Based Fees and Service Charges – For services associated with a user fee or charge, the direct  or indirect costs of that service will be offset by a fee where possible.  The City will review fees and  charges no less than once every two years to ensure that fees provide adequate coverage for the  cost of services.  The City Council will determine how much of the cost of a service should be  recovered by fees and charges.    7. Enterprise Fund Rates – The City will review and adopt utility rates as needed to generate revenues  required to fully cover operating expenses, meet the legal requirements of all applicable bond  covenants, and provide for an adequate level of working capital.  Utility rates will be reviewed  annually as part of the budget process.   A rate study will be conducted every 3 years to review rate  methodology and ensure revenues will meet future needs.  All utility rates will be based on  standardized “cost of service” methodologies,     Water Rates will recognize at least 75% of the “fixed” cost of service, including debt  payments and ROI costs, within the monthly “base charge” determined by meter size.   “Volumetric charge” will recognize the balance of fixed costs not included in the base rate,  plus all variable costs associated with procuring and treating water.   .   Wastewater Rates are “flat and equal” for all residential customers based on the cost of  providing services.  Commercial customer rates are varied depending on size and  specifications of each commercial customer.     Electric Rates include 100% of fixed costs within the base rate, with all variable costs included  in the kWh rate.      Stormwater Drainage Fees are based a mathematical calculation based on impervious cover  and applied in compliance with State Law.      A restricted Power Contract Credit Reserve has been established to provide financial assurances to  the City’s wholesale power contract providers as fiscal surety against any potential risk on the City’s  behalf and will be maintained as “restricted” fund balance on the City’s financial statements.    A Rate Stabilization Reserve (RSR) Account has been established in the Electric Fund to offset and  mitigate potential impacts to customer rates due to increased fuel costs or other external factors  that may negatively impact Electric Rates.  The Rate Stabilization Reserve (RSR) may provide funding  for:    Page 75 of 540 9   FY2017 Annual Budget   Deferring or minimizing the rate impact of future cost increases   Costs associated with providing additional power supply   Filling contractual obligations   Balancing of annual power costs     RSR funds will be monitored monthly to ensure the electric rate is being managed per the Policy.   Increases to RSR are made through the Power Cost Adjustment rate as determined by the fund, at  the recommendation of the General Manager for Utilities.      8. Internal Cost Recovery Fees ‐ Additionally, enterprise activity rates will include transfers to and  receive credits from other funds as follows:    a. General and Administrative Charges – Administrative costs should be charged to all funds for  services of general overhead, such as administration, finance, customer billing, legal and other  costs as appropriate.  These charges will be determined through an indirect cost allocation  following accepted practices and procedures and reviewed annually by the City’s external  auditors.    b. Payment for Return on Investment – The intent of this transfer is to provide a benefit to the  citizens for the ownership of the various utility operations they own.  For all utilities except for  Electric:     In‐Lieu‐of‐Franchise‐Fee.  This transfer, currently 3% of operating revenues generated inside  the City, is consistent with the franchise rates charged to investor owned utilities franchised  to operate within the City.       Return on Investment.   The return on investment (ROI) transfer for In‐City utility customers  is currently calculated at 7% of operating revenues for all utilities.  ROI for water and sewer  customers outside the City is 10% of operating revenues. There is no ROI calculated on solid  waste revenues.    The Franchise and Return on Investment for the Electric Utility is derived from the base rate and  based on kWh sold.  The base rate revenue is multiplied by 7% for all customers. For customers  inside the City, a $0.0102 charge per kWh, equivalent to the 3% and 7% paid by other utility  customers, will be included in the cost per kWh.  For customers outside the City, a $0.007253  charge per kWh, equivalent to the 7% ROI paid by utilities, will be included in the cost.     9. Intergovernmental Revenues – All potential grants will be examined for matching requirements and  must be approved by the City Council prior to making application of the grant.  It must be clearly  understood that operational requirements (on‐going costs) set up as a result of a grant program  could be discontinued once the term and conditions of the program have been completed.    10. Revenue Monitoring – Revenues as they are received will be regularly compared to budgeted  revenues and variances will be investigated, and any abnormalities will be included in the quarterly  report to the City Council.     Page 76 of 540 10   FY2017 Annual Budget    V. EXPENDITURE MANAGEMENT    A. Appropriations – The point of budget control is at the department level budget for all funds.  The Charter  (Section 6.03) provides that any transfer of appropriation between funds must be approved by the City  Council and that the City Manager, without City Council approval, is authorized to transfer appropriations  among departments, within the same operational division and fund.  The City Manager may also authorize  transfer of salary adjustment monies between funds that are budgeted in a citywide account.    B. Expenditure Monitoring – Expenditures and encumbrances will be regularly compared to budget, variances  will be investigated, and any abnormalities will be included in the quarterly report to the City Council.  Projected year‐end expenditures will be reported in the annual budget.    B.C. Personnel Costs – Costs related to salaries and benefits are budgeted at 100% total costs, assuming open  positions are filled throughout the fiscal year.  New positions that are added during the budget process may  have staggered hire dates with appropriate costs reflected in the budget.    1. Vacancy Factor – General Fund appropriations will include a vacancy factor equal to 1% of total  General Fund salaries and related benefits to offset salary savings within the budget.  The vacancy  factor will be budgeted as a negative expense within the General Government Department of the  General Fund.  For 2016, the Vacancy Factor equals $456,212.  This factor will be reduced throughout  the year as vacant positions are recognized within the department budget.    2. Benefit Payout Reserve – The City will establish a benefit payout reserve equal to 15% of the accrued  benefit liability for employees who are currently eligible to retire. Only terminating employee benefit  expenses may be paid from this reserve. This reserve shall be funded as an offset to the vacancy  factor.   For 2016, $30,000 is budgeted for this reserve.    3. Position Control – The annual budget includes a set number of positions within departments when  approved and adopted by City Council.  Additional positions cannot be added without approval of  the City Council.  The City Manager may approve the transfer of authorized positions between  departments if funds are available within the department.    4. Use of Excess Salary Savings – Departmental savings generated due to open positions or other salary  line item savings cannot be spent by the department unless previously approved by the City Manager  and validated by Finance as “excess funds.”    C.D. Special Purpose Funding – In order to support community assistance programs, the City designates specific  funding for special purposes, including Social Services, Children’s Programs, and Public Art.  The City reserves  the ability to cap this special purpose funding when necessitated by budget contingency or compliance  issues, such as revenue shortfalls, or other reasons as determined by City Council.     1. Strategic Partnerships for Community Services – The City of Georgetown values partnerships with  organizations that are committed to addressing our communities’ greatest public challenges and has  identified key priorities in the following areas:     Public Safety   Transportation   Housing  Page 77 of 540 11   FY2017 Annual Budget   Parks & Recreation   Veteran Services, and   Safety Net    The City has targeted funding for these programs to be $5.00 per capita, which may be adjusted to  offset the effects of general inflation based upon Consumer Price Index.  If previous funding levels  are higher than the targeted amount, and to avoid significant reductions in levels of funding, the City  Council shall seek to attain this target chiefly through population growth. These funds will be  allocated and paid according to the City Council’s guidelines for such programs.     The funding level for 2016 is $400,049 for these type of initiatives and is the same as in the previous  year.    2. Public Art Funding – The City will annually allocate funding for Public Art on a year to year basis  depending on the availability of funds in an amount to be determined at the discretion of the City  Manager.  Funding priority will be given to projects that include a matching donation, including  contributions from local organizations and sponsors. Any unspent funds will accumulate and be  reallocated in the following budget year.  Disbursement of these funds will be determined by the  City Council at the recommendation of the City’s Arts & Culture Advisory Board.      Every effort will be made to include public art funding in future City facilities whose primary purpose  is for public use.  These projects will include a reasonable allowance for public art that fits the scope  and purpose of the building so long that it does not negatively impact the project cost beyond the  original budget.  In the event there is cost savings in the construction of City Facilities, the City Council  may consider utilizing that savings on the purchase of public art for the facility.     E. Purchasing – The City will maintain and regularly review a written Purchasing Policy.  All City purchases of  goods or services will be made in accordance with the City’s current Purchasing Policy and with State law.         Page 78 of 540 12   FY2017 Annual Budget  The following table shows a summary of approval requirements for purchases of goods and services.      Dollar Limits: Procurements: Requirements:  Under  $3,000  Under the small purchase  limit  No competitive bids and City credit  cards may be used.  $3,000  up to  $49,99950,000  Within informal bid limit A minimum of three informal  competitive bids required unless  exempted: Historically Underutilized  Business (HUB) requirements apply in  accordance with state law.  $50,000  and above  In excess of the informal bid  limit  Formal solicitations, which includes  public notices, required unless  exempted.  Advisory board review and  recommendation may be  required.  Council approval required.      Common exemptions to the formal solicitation process include the procurement of professional services, the  purchase of goods or services from a sole source provider, and purchases for public health emergencies.    In addition to the above, all purchases must be approved according to preapproved limits within each  department as directed and approved by the City Manager.    F. Contracts and Change Orders – Contracts and related change orders must follow the City Purchasing Policies  and State Law.  In accordance with State Law, change orders are limited to 25% of the total contract amount.   Change orders greater than $50,000 require the same advisory board review and Council approvals as the original  contracts.    G. Prompt Payment – All invoices approved for payment by the proper City authorities shall be paid within thirty  (30) calendar days of receipt of goods or services or invoice date, whichever is later in accordance with State law.   The City will take advantage of all purchase discounts, when possible.    H. Risk Management – The City will pursue every opportunity to provide for the Public’s and City employees’  safety and to manage its risks.  The goal shall be to minimize the risk of loss of resources through liability claims  with an emphasis on safety programs.    I. Retirement Benefits – Proposals to revise benefits administered and provided by the Texas Municipal  Retirement System shall include a written description, and, detailed and summary numerical assessments of the  changes that would result from the proposed benefit revision.      1. The numerical assessments shall include the following:    a. The estimated change to the TMRS contribution rate that would result from the proposed  change in benefits, expressed as a percentage of employee pay and as an annual dollar amount  to the General Fund and to each City fund.    a.b. The estimated change to the City’s unfunded pension liability, expressed as a dollar amount.    Page 79 of 540 13   FY2017 Annual Budget  b.c. The estimated change to the City’s actuarial funding ratio.    2. The description and numerical assessments must be provided to the City Council at least 72  hours prior to consideration and approval, and must be read aloud to the Council prior to Council  consideration.    3. The estimated changes to the City’s contribution rate and the unfunded pension liability  presented pursuant to the section must be based on information provided by the TMRS actuary  or by professional actuary authorized by the TMRS to provide such information.    4. Proposals to revise TMRS benefits must be voted on individually as part of the City Council’s  legislative agenda.    5. The City will amortize any unfunded actuarial liability (UAAL) over a period not to exceed the  amortization period used by the TMRS actuary. The City may amortize its UAAL more quickly by  making contributions to TMRS in excess of the rate specified by TMRS. The City has established  80% as the minimum funding goal for the City’s unfunded pension liability.  The City’s funded  pension liability is 81.3% as of December 31, 2013, as disclosed by TMRS.  The City’s ultimate  goal is 100%, but will be achieved reasonably over time.    6. The City may elect to make an annual 1‐time payment prior to further fund the City’s unfunded  pension liability.  Such payment will be approved and authorized by the City Council prior to  December 31 in order to be recognized in the following year’s TMRS employer contribution rate  calculation.    G. Retirement Cost‐of‐Living Adjustment    1. Within 60 days of when the TMRS annual funding update becomes available each year, staff will  review and prepare a summary of costs and options for potential cost‐of‐living adjustment (COLA)  for City of Georgetown retirees.  2. Consistent with state statutes governing the Texas Municipal Retirement System, the City may  provide an automatic COLA for members of the TMRS who are retired from the City of Georgetown  and receiving a monthly retirement benefit from the TMRS.   3. The City Council may adjust the COLA provided to city retirees based upon the funding level of the  City’s pension plan, as calculated by the TMRS, as follows:  When the funding level of the City’s  pension plan is    The COLA  should be    Less than 70.0%    Zero  70.0% to 79.9%    0.3% of CPI  80.0% to 89.9%    0.5% of CPI  90.0% and greater    0.7% of CPI  Page 80 of 540 14   FY2017 Annual Budget      4. Adjustments made pursuant to subsection b. should reflect the effect of the prospective change in  the COLA on the funding level of the City’s pension plan.  H. Deferred Compensation Benefits – In addition to the retirement benefit administered by the TMRS, the  City will sponsor a Deferred Compensation 457 plan, which is a supplementary individual retirement  savings plan.  The City will encourage employee participation in this plan.    XIII. STAFFING AND COMPENSATION    Realizing the importance and contribution of employee’s in achieving and maintaining the City of Excellence, the  City’s goal as an employer is to attract and retain quality employees who provide excellent, friendly services to  our community in an effective and efficient manner.    A. Adequate Staffing – Staffing levels will be adequate for the fiscal functions of the City to operate effectively.   Workload allocation alternatives will be explored before adding additional staff.    B. Competitive Compensation – In order to maintain a competitive pay scale, the City is implementing a  Competitive Employee Compensation Maintenance Policy to address competitive market factors and other  issues impacting compensation.   The program consists of:    1. Cost of Living Adjustment ‐   (COLA) – To protect City employees from the effects of general inflation,  every odd numbered year, the City may fund a COLA adjustment for all regular employees not  included in a defined pay plan.  The COLA will be based on a three‐year rolling average of the  Consumer Price Index (CPI) reported by the U.S. Bureau of Labor Statistics for Southern cities  pertinent to Georgetown’s population.    2. Pay Scale Review – To ensure the City’s pay system is accurate and competitive within the market,  every even numbered year, the City will review its pay plan for any potential market adjustments  necessary to maintain the City’s pay scale.    3. Pay for Performance – Each year the City will fund pay adjustments to aid in retaining quality  employees while recognizing increased job experience and rewarding quality performance.    Adjustments are based on the previous year’s annual performance evaluation. The percentage adjustments  are determined by the employee’s position within their pay grade, including merit adjustments for  productivity and quality performance during the previous fiscal year.      In addition, the City may also choose to fund a one‐time on performance that exceeds expectations during  the review period.        C. Self‐Insurance Program – The City is committed to providing quality healthcare insurance that offers the most  flexibility in health benefits and options to its employees.  In order to provide the most cost effective solution,  the City has determined that establishing a self‐funded health insurance plan offers the greatest opportunity  to mitigate future cost increases while offering quality health care services to its employees.  The City has  Page 81 of 540 15   FY2017 Annual Budget  established a mechanism to manage the accounts and payments associated with this program. Per GASB  Statement No. 66, such funding should be accounted for as an Internal Service Fund (ISF).    1. Employee Health Insurance ISF ‐ includes premium contributions from employees and budgeted  health insurance contributions included in the City’s annual budget process.    2. Self‐Insurance Reserve ‐  will be included and maintained within the Employee Self‐Insurance Internal  Service Fund to provide stabilization for employee health insurance premiums.  The amount of the  reserve will be determined by the actuarially determined “maximum” amount risk related to the  potential claims to the plan in one year.  Initially, the reserve is targeted to be $1,000,000 by fiscal  year 2017/18.     3.1. Employee Premiums – Annual premiums will be recommended to City Council through a  collaborative process between the City’s Employee Benefit Committee and external consultants  using historical data and other analytic analysis.      VI. STAFFING AND COMPENSATION    City Council and Management recognize the importance of attracting, hiring, developing, and retaining the best  people, and compensating them for the value they create.  Our outstanding and innovative City employees work  diligently to bring the Vision of Council to life and deliver exceptional services to our customers while  exemplifying our Core Values. The following programs are subject to available funding in the annual operating  budget.      A. Adequate Staffing – Staffing levels will be adequate for the fiscal functions of the City to operate effectively.   Workload allocation alternatives will be explored before adding additional staff.    B. Competitive Compensation – In order to maintain a competitive pay scale, the City has implemented a  Competitive Employee Compensation Maintenance Program to address competitive market factors and other  issues impacting compensation.   The program consists of:    1. Annual Pay Plan Review – To ensure the City’s pay system is accurate and competitive within the  market, the City will review its pay plans annually for any potential market adjustments necessary  to maintain the City’s competitive pay plans.    2. Pay for Performance – Each year the City will fund performance based pay adjustments for regular  non‐public safety personnel.  This merit‐based program aids in retaining quality employees by  rewarding their performance.  Pay for Performance adjustments are based on the employee’s most  recently completed performance evaluation.      3. Public Safety Steps – Each year the City will fund anniversary step increases for public safety sworn  personnel consistent with public safety pay scale design.    C. Self‐Insurance Program – The City is committed to providing quality healthcare insurance that offers the most  flexibility in health benefits and options to its employees.  In order to provide the most cost effective solution,  the City has determined that establishing a self‐funded health insurance plan offers the greatest opportunity  to mitigate future cost increases while offering quality health care services to its employees.  The City has  Page 82 of 540 16   FY2017 Annual Budget  established a mechanism to manage the accounts and payments associated with this program. Per GASB  Statement No. 66, such funding should be accounted for as an Internal Service Fund (ISF).    1. Employee Health Insurance ISF – This fund contains premium contributions from employees and  budgeted health insurance contributions included in the City’s annual budget process.    2. Self‐Insurance Reserve – Annually through the budget process, staff and the City’s Health Benefit  Consultant firm will evaluate and recommend to Council the appropriate funding levels for both a  rate stabilization reserve as well as an incurred but not reported (IBNR) reserve.    3. Employee Premiums – Annual premiums will be recommended to City Council through a  collaborative process between the City’s Employee Benefit Committee and external Health Benefits  consulting firm using historical data and other analytic analysis.    VI.VII. FUND BALANCE POLICIES    The City’s Fund Balance is the accumulated difference between assets and liabilities within governmental funds,  and it allows the City to meet its contractual obligations, fund disaster or emergency costs, provide cash flow for  timing purposes and fund non‐recurring expenses appropriated by City Council.  This policy establishes limitations  on the purposes for which Fund Balances can be used in accordance with Governmental Accounting Standards  Board (GASB) Statement Number 54.     The City’s Fund Balance will report up to five components:    A. Non‐spendable Fund Balance – includes inherently non‐spendable assets that will never convert to cash, as  well as assets that will not convert to cash soon enough to affect the current financial period.  Assets included  in this category are prepaid items, inventory and non‐financial assets held for resale.  B. Restricted Fund Balance – represents the portion of fund balance that is subject to legal restrictions, such as  grants or hotel/motel tax and bond proceeds.  C. Committed Fund Balance – describes the portion of fund balance that is constrained by limitations that the  City Council has imposed upon itself, and remains binding unless the City Council removes the limitation.    D. Assigned Fund Balance – is that portion of fund balance that reflects the City’s intended use of the resource  and is established in a less formal method by the City for that designated purpose.   E. Unassigned Fund Balance – represents funds that cannot be properly classified in one of the other four  categories.      VII.VIII. LONG‐TERM LIABILITY RESERVES    The City of Georgetown recognizes certain long‐term unfunded commitments and contingencies that will require  substantial funding at some point in the future.  The City is committed to addressing these commitments in a  fiscally prudent method by acknowledging their future financial impacts and developing strategies and  designated reserve funds to mitigate those future impacts.    Cemetery Reserve will be established for the purpose of funding continued maintenance for City owned  cemetery properties  A. The Finance Director will maintain a list of unfunded liabilities. The list will be included in the quarterly financial  report to Council.    Page 83 of 540 17   FY2017 Annual Budget    VIII.IX. BUDGET CONTINGENCY PLAN    This policy is designed to establish general guidelines for managing revenue shortfalls resulting from local and  national economic downturns that adversely affect the City's revenue streams.    A. Immediate Action – Once a budgetary shortfall is projected, the City Manager will take the necessary actions  to offset any revenue shortfall with a reduction in current expenses.  The City Manager may:     Freeze all new hire and vacant positions except those deemed to be a necessity.   Review all planned capital expenditures.   Delay all "non‐essential" spending or equipment replacement purchases.    The City Manager shall report in a timely manner to the City Council the projected shortfall and the  actions taken to resolve it.    B. Further Action – If the actions identified in subsection A are insufficient to offset the projected revenue deficit  for the current fiscal year, the City Council may approve the following actions, in the order listed:    1. Apply unspent, unobligated surplus funds from prior fiscal years to fund one‐time costs in the current  fiscal year budget.    1.2. Authorize the use of the General Fund Economic Uncertainty Reserve pursuant to Section XV.A.2.b.  Economic Uncertainty Reserve.    2.3. Notwithstanding Section XVI.A.2.ab. Base Level Reserve Budget Stabilization Reserve of this policy,  authorize a reduction in the unobligated fund balance in the General Fund, pursuant to Section  XV.A.2.ab. Budget Stabilization Base Level Reserve of this policy, from 90 to 75 days.     3.4. Direct other reductions in services, including workforce reductions.    C.  Replenish Fund Balance – As soon as practical practicable, without placing undue strain on City services, the  City Council shall increase the unobligated fund balance in the General Fund, up to the 90‐day amount  required in Section XVI.A.2.ab. Budget Stabilization ReserveBase Level Reserve of this policy and shall restore  the General Fund Economic Uncertainty Reserve as required in Section XV.A.2.b of this policy.      IX.X. CAPITAL IMPROVEMENT PROGRAM (CIP) BUDGET    The City’s goal is to maintain City facilities and infrastructure in order to provide excellent services to the  customers within the community, meet growth related needs, and comply with all state and federal regulations.    A. Preparation – The City annually updates and adopts a five‐year Capital Improvement Program (CIP) schedule  as part of the operating budget adoption process. The plan is reviewed and adjusted annually as needed, and  year one is adopted as the current year capital budget.  The capital budget will include all capital projects,  capital resources, and estimated operational impacts.    Page 84 of 540 18   FY2017 Annual Budget   Needed capital improvements are identified through system models, repair and maintenance  records and growth demands.     Economic development projects that have capital infrastructure needs must be reviewed and  approved for funding by the City no later than March 1 to be included in the annual CIP process.  Any  economic development project approved for funding after March 1 will be included in the following  year CIP process unless otherwise authorized by City Council.     A team approach will be used to prioritize CIP projects, whereby City staff from all operational areas  provide input and ideas relating to each project and its effect on operations.      Citizen involvement and participation will be solicited in formulating the capital budget through  neighborhood meetings, public hearings and other forums.     Capital infrastructure necessary to meet the requirements of the City’s Annexation Plan will be  identified separately within the CIP plan, so that funding alternatives can be developed if needed.    Prior to Council adoption, the following Advisory Boards will review the Capital Projects budget:    Georgetown Utility  Systems Advisory  Board   (GUS)  Georgetown  Transportation Advisory  Board (GTAB)  General Government and  Finance   Advisory  Board    (GGAF)      Parks Advisory  Board  Electric  Water  Wastewater  Streets  Stormwater Drainage  Airport  Facilities  Other General  Government Capital  Parks and  Recreation       B. Control – All capital project expenditures must be appropriated in the capital budget.   Availability of  resources must be identified and then reviewed by the Finance Division before any CIP contract is presented  to the City Council for approval.      Prior to presentation to Council, the following Advisory Boards will review:    Georgetown Utility Systems   Advisory Board   (GUS)  Georgetown Transportation  Advisory Board   (GTAB)  General Government and  Finance   Advisory  Board (GGAF)  All utility contracts and  other  utility expenses  greater than $50,000  All Transportation,  Stormwater Drainage and  Airport expenditures and  contracts greater than  $50,000  All General Government  non‐routine contracts and  expenditures greater than  $50,000  Page 85 of 540 19   FY2017 Annual Budget      C. Financing Programs – Where applicable, assessments, impact fees, pro rata charges, or other fees should be  used to fund capital projects which have a primary benefit to specific identifiable property owners.      Recognizing that long‐term debt is usually a more expensive financing method, alternative‐financing sources  will be explored before debt is issued.  When debt is issued, it will be used to acquire major assets with  expected lives equal or exceeding the average life of the debt issue.    Short‐term financing including Capital Leasing and other tax‐supported obligations can be used to fund  vehicles, computers and other operating equipment provided the impact to the tax rate is minimal.    Caution should be used in replacing assets with short‐term, tax‐supported obligations due to the repetitive  nature of the replacements.  The total amount of I & S (interest and sinking) portion of the tax rate dedicated  to fund short‐term debt for equipment replacement will not exceed $0.04.        X.XI. CAPITAL MAINTENANCE AND REPLACEMENT    The City recognizes that deferred maintenance increases future capital costs.  Therefore, a portion of all  individual funds with infrastructure should be budgeted each year to maintain the quality within each system.      A. Infrastructure Maintenance ‐ On‐going maintenance and major repair costs are included as capital expense  within the departmental operating budgets.  These costs are generally considered system repairs and are  not capitalized for accounting purposes.  They include such items as park and recreation facility repairs, street  seal coat, water line repairs and other general system maintenance.      B. Modified Approach ‐ Pavement Condition Index (PCI) ‐ Governmental Accounting Standards Board Statement  # 34 provides for an alternative approach to depreciation for measuring the value of infrastructure assets  and the related costs incurred to maintain their service life at a locally established minimum standard.  The  City has elected to implement this modified approach in maintaining its non‐enterprise fund infrastructure  assets. In order to adopt this alternative method, the City has implemented an asset management system  that determines if the minimum standards are being maintained.  This measurement system will be updated  at least every 3 years.  The City has elected to use this alternative method for reporting its street  infrastructure assets.    The City uses the CarteGraph PavementView Pavement Management Information System to track the  condition levels of each of the street sections.  The condition of the pavement is based on the following factors:        Type of Distress   Amount of Distress   Severity of Distress   Deduct Values (function of first three)  The Pavement Condition Index (PCI) is a measurement scale is based upon a condition index ranging from  zero for a failed pavement to 100 for pavement with perfect condition.  The condition index is used to  classify pavement in the following conditions:   Page 86 of 540 20   FY2017 Annual Budget                The City’s administrative policy is to achieve an average PCI level of 85.  An 85 PCI is considered maintaining  the streets in a “good” condition.  Staff will prepare a street maintenance budget that meets this target for  Council’s consideration during the budget process. The PCI level as of 2014 was 87.30.    C. Internal Service Funds Capital Maintenance & Replacement – The City currently utilizes internal service funds  to maintain and replace existing assets.  Assessments are made to the using funds for the use of equipment  currently in use and to be purchased during the year.  In this way, suitable funds are available for the purchase  of operational assets without the issuance of debt.    1. Fleet Maintenance and Replacement – The City has a major investment in its fleet of cars, trucks,  tractors, and other equipment.  The City will anticipate replacing existing equipment, as necessary  and will establish charges that are assigned to the using departments to account for the cost of that  replacement.  Vehicle maintenance is also allocated in this manner.    2. Technology – It is the policy of the City to plan and fund the maintenance and replacement of its  computer network and other technology systems.  The City currently uses a four‐year replacement  cycle for all desktop computers.  A reserve will be established within the ISF for replacement of major  systems and will be funded over time through excess revenues within the Fund.  Funding for major  systems assumes that 50% of the replacement cost will be debt funded.    3. Facilities Maintenance – The City has established an on‐going maintenance program, which includes  major repairs, equipment, as well as contracts for maintaining City facilities. The City has anticipated  a useful life of such equipment and established a means of charging those costs to the various  departments in order to recognize the City’s continuing costs of maintaining its facilities.   Determination for facility repairs is based on useful life of the various elements of each facility.  A  proportional cost for each element is expensed within the budget for capital replacement.  An  additional unscheduled repair reserve equal to 10% value of annual internal service funding is also  budgeted.  The estimate reserve for 2016 equals $30,000.    D. Departmental Capital Maintenance & Replacement – The City also utilizes department capital maintenance  and replacement schedules for specialized assets and equipment necessary to provide services.     1. Parks and Recreation ‐ As part of the City’s on‐going maintenance program, the City also recognizes  the need to regularly maintain and replace grounds, equipment and facilities that are part of  the  City’s Parks and Recreation system.  Separate replacement and maintenance schedules will be  maintained for these items including, but not limited to, playground equipment, buildings, sport  courts, trees and grounds, and restroom facilities.  The City’s goal is to provide level on‐going  funding to ensure safe, well‐maintained facilities for its citizens.    2. Public Safety Equipment – As part of the City’s on‐going maintenance program, the City also  recognizes the need to regularly maintain and replace specialized equipment in Police and Fire.   Separate replacement and maintenance schedules will be maintained for these items including but  PCI Rating  100  –  85 Good  85  –  45 Fair  45  –  0 Poor  Page 87 of 540 21   FY2017 Annual Budget  not limited to for Fire:   SCBA’s and other firefighting equipment and protective gear; and for Police:  bullet proof vests, armaments and other tactical equipment.  The City’s goal is to provide level on‐ going funding to ensure proper protection for employees and citizens.      E. Surplus Property    1. From time to time it is necessary to dispose of certain vehicles or equipment that have been procured  with City funds and used in City services.  Individual surplus property items with expected sales value  in excess of $50,000$10,000 must be approved by the City Council prior to disposition.      2. City staff will maintain reports and records of all surplus property dispositions in accordance with  good internal controls.  A report of all disposed items in excess of $1,000 will be included with the  quarterly financial reports provided to City Council.      XI.XII. ACCOUNTING, AUDITING AND FINANCIAL REPORTING    A. Accounting – The City is solely responsible for the recording and reporting of its financial affairs, both  internally and externally.  The Chief Financial Officer (CFO) Finance Director is responsible for establishing  the structure for the City’s Chart of Accounts and for assuring that procedures are in place to properly record  financial transactions and report the City’s financial position.    B. General Government and Finance Advisory Board (GGAF) – The City may establish a subcommittee consisting  of at least 2 (3) City Council members and not more than 3 (2) citizens that may meet monthly to provide  additional oversight to the City’s Finance operations.  This subcommittee will also review general government  items that are not reviewed by another City advisory board before being presented to City Council. The City’s  CFO Finance Director will be the liaison for this subcommittee.    C. Audit of Accounts – In accordance with the Charter, an independent audit of the City accounts will be  performed every year.  The auditor is retained by and is accountable directly to the City Council.  The auditing  firm will serve for up to 5 years, at which time, the City will re‐bid these services and changing firms if deemed  necessary by GGAF and City Council.    D. External Reporting – Upon completion and acceptance of the annual audit by the City’s auditors, the City  shall prepare a written Comprehensive Annual Financial Report (CAFR) which shall be presented to the City  Council within 180 calendar days of the City’s fiscal year end.  The CAFR shall be prepared in accordance with  Generally Accepted Accounting Principles (GAAP) and shall be presented annually to the Government  Finance Officer Association (GFOA) for evaluation and consideration for the Certificate of Achievement in  Financial Reporting.      E. Internal Reporting – The Finance Department will prepare internal financial reports, sufficient to plan,  monitor and control the City’s financial affairs.      XII.XIII. ASSET MANAGEMENT    A. Cash Management and Investments – The City Council has formally approved a separate Investment Policy  for the City of Georgetown that meets the requirements of the Public Funds Investment Act (PFIA), Section  Page 88 of 540 22   FY2017 Annual Budget  2256 of the Texas Local Government Code.  This policy is reviewed annually by the City Council and applies  to all financial assets held by the City and applies to all entities (component units) included in the City’s  Comprehensive Annual Financial Report (CAFR) and/or managed by the City.    1. Statement of Cash Management Philosophy – The City shall maintain a comprehensive cash  management program to include the effective collection of all accounts receivable, the prompt  deposit of receipts to the City’s depository, the payment of obligations, and the prudent investment  of idle funds in accordance with this policy.    2. Objectives – The City’s investment program will be conducted as to accomplish the following listed  in priority order:     Safety of the principal invested   Liquidity and availability of cash to pay obligations when due   Ensure public trust through responsible actions as custodians of public funds.   Maximize earnings (yield) to the greatest extent possible consistent with the City’s investment  policy.  3. Safekeeping and Custody – Investments may only be purchased through brokers/dealers who meet  the criteria detailed in the investment policy, which also addresses internal controls related to  investments.    4. Standard of Care and Reporting – Investment will be made with judgment and care, always  considering the safety of principal to be invested and the probable income to be derived.  The Chief  Financial OfficerFinance Director is responsible for the overall management of the City’s investment  program and ensures all investments are made in compliance with the investment policy.  An  investment report, providing both summary and detailed information, will be presented to the City  Council quarterly.     5. Authorized Investments – The City can currently invest in the following:     Certificates of Deposit   U.S. Treasury and Agency securities   Investment Pools that meet the requirements of the PFIA   No‐load Money Market Mutual Funds   Fully collateralized  Repurchase Agreements   Obligations of Municipal Issuers in Texas rated not less than A or its equivalent   Other investments as approved by City Council and not prohibited by law.    B. Fixed Assets – These assets will be reasonably safeguarded and properly accounted for, and prudently  insured.     1. Capitalization Criteria – For purposes of budgeting and accounting classification, the following  criteria must be capitalized:     The asset owned by the City  Page 89 of 540 23   FY2017 Annual Budget   The expected useful life of the asset must be longer than one year, or extend the life of an  identifiable existing asset by more than one year   The original cost of the asset must be at least $5,000   The asset must be tangible   On‐going repairs and general maintenance are not capitalized.    2. New Purchases – All costs associated with bringing the asset into working order will be capitalized  as part of the asset cost. This will include startup costs, engineering or consultant type fees as part  of the asset cost once the decision or commitment to purchase the asset is made.  The cost of  land acquired should include all related costs associated with its purchase.    3. Improvements and Replacement – Improvements will be capitalized when they extend the original  life of an asset or when they make the asset more valuable than it was originally.  The replacement  of assets components will normally be expensed unless they are a significant nature and meet all the  capitalization criteria.    4. Contributed Capital – Infrastructure assets received from developers or as a result of annexation will  be recorded as equity contributions when they are received.    5. Distributions Systems – All costs associated with public domain assets, such as streets and utility  distribution lines will be capitalized in accordance with the capitalization policy.  Costs should include  engineering, construction and other related costs including right of way acquisition.    6. Reporting and Inventory – The Finance Division will maintain the permanent records of the City’s  fixed assets, including description, cost, department of responsibility, date of acquisition,  depreciation and expected useful life.  Periodically, random sampling at the department level will be  performed to inventory fixed assets assigned to that department.  Responsibility for safeguarding  the City’s fixed assets lies with the department supervisor or manager whose department has been  assigned the asset.    XIII.XIV. DEBT MANAGEMENT    The City of Georgetown recognizes the primary purpose of capital facilities is to provide services to the  community.  Using debt financing to meet the capital needs of the community must be evaluated according to  efficiency and equity.  Efficiency must be evaluated to determine the highest rate of return for a given investment  of resources.  Equity is resolved by determining who should pay for the cost of capital improvements.  In meeting  demand for additional services, the City will strive to balance the needs between debt financing and “pay as you  go” methods.  The City realizes that failure to meet the demands of growth may inhibit its continued economic  viability, but also realizes that too much debt may have detrimental effects on the City’s long‐range financial  condition.    The City will issue debt only for the purpose of acquiring or constructing capital assets for the general benefit of  its citizens and to allow it to fulfill its various purposes as a city.     A Debt Condition Update report will be provided annually.    Page 90 of 540 24   FY2017 Annual Budget  A. Usage of Debt – Long‐term debt financing will be considered for non‐continuous capital improvements of  which future citizens will be benefited.  Alternatives for financing will be explored prior to debt issuance and  include, but not limited to:     Grants   Use of Reserve Funds   Use of Current Revenues   Contributions from developers and others   Leases   Impact Fees.    When the City utilizes long‐term financing, it will ensure that the debt is soundly financed by  conservatively projecting revenue sources that will be used to pay the debt.  It will not finance the  improvement over a period greater than the useful life of the improvement and it will determine that  the cost benefit of the improvement, including interest costs, is positive to the community.    The City may utilize the benefits of short‐term debt financing to purchase operating equipment provided  the debt doesn’t extend past the useful life of the asset and the potential impact to the tax rate is within  policy guidelines.  The I & S (interest and sinking) portion of the tax rate cannot exceed $0.04 for short‐ term debt (3‐10 years).    B. Types of Debt     1. General Obligation Bonds (GO’s) – General obligation bonds must be authorized by a vote of the  citizens of Georgetown.  They are used only to fund capital assets of the general government and  are not to be used to fund operating needs of the City.  The City’s ad valorem taxing authority backs  general obligation bonds.  Conditions for issuance of general obligation debt include:     When the project will have a significant impact on the tax rate;     When the project may be controversial even through it is routine in nature; or     When the project falls outside the normal bounds of projects the City has typically done.    For debt programs that include multiple projects that will be issued over multiple years at the  discretion of the City Council, the City may approve a Contract with the Voters to manage future  property tax rate impacts. The Contract with the Voters will be included in educational information  for all applicable GO Bond elections, and will include a maximum annual tax rate increase and a  cumulative total per bond authorization maximum tax rate increase. The City will include these  impacts in its annual Debt Condition report.    The City Council will carefully manage the unissued GO Bond authorization through annual review of  related projects to ensure full disclosure on future timing of projects included in the bond package.   Timing of authorized projects and related bond issuance will be included in the Annual Budget and  published on the City’s website.  Any changes to this schedule require specific Council authorization.      2. Revenue Bonds – Revenue bonds will be issued to provide for the capital needs of any activities  where the capital requirements are necessary for the continuation or expansion of a service.  The  Page 91 of 540 25   FY2017 Annual Budget  improved activity shall produce a revenue stream to fund the debt service requirements of the  necessary improvement to provide service expansion.  The average life of the obligation should not  exceed the useful life of the asset(s) to be funded by the bond issue, and will generally be limited to  no more than twenty (20) years. An exception can be made for plant expansions or related system  expansions whose useful life is in excess of 30 years. A cost benefit analysis will be done to fully  disclose the impacts of extending debt beyond 20 years.    3. Certificates of Obligation, Contract Obligations (CO’s) – Certificates of obligation or contract  obligations may be used to fund capital requirements that are not otherwise funded by general  obligation or revenue bonds.  Debt service for CO’s may be either from general revenues (tax‐ supported) or supported by a specific revenue stream(s) or a combination of both.  Typically, the City  may issue CO’s when the following conditions are met:     When the proposed debt will have minimal impact on future effective property tax rates;     When the projects to be funded are within the normal bounds of City capital requirements, such  as for roads, parks, various infrastructure and City facilities and equipment; and     When the average life of the obligation does not exceed the useful life of the asset(s) to be  funded by the issue.    Certificates of obligation will be the least preferred method of financing and will be used with  prudent care and judgment by the City Council.  Every effort will be made to ensure public  participation in decisions relating to debt financing.    4. Self‐supporting General Obligation Debt – Refers to certificates of obligation issued for a specific  purpose and repaid through dedicated revenues other than ad valorem taxes.  The annual debt  requirements are not included in the property tax calculation.  Both the Airport and Stormwater  Drainage funds will issue this type of debt, In addition, the Electric and Water Services Funds can  utilize this method of funding non‐system capital assets. The City also issues debt on behalf of the  Georgetown Transportation Enhancement Corporation (GTEC) whom then pledges 4B sales tax  revenue for the repayment of that debt.     5. Internal borrowing between City Funds – The City can authorize use of existing long‐term reserves  as “loans” between funds.  The borrowing fund will repay the loan at a rate consistent with current  market conditions.  The loan will be repaid within ten (10) years.  The loan will be considered an  investment of working capital reserves by the lending fund.    6. Other Short‐term Borrowing – The City may authorize the issuance of Public Property Finance  Contractual Obligations (PPFCO) which is short‐term obligations for the acquisition of personal public  property, such as equipment. PPFCOs are payable from either ad valorem taxes or another dedicated  revenue stream.  Each issuance will be assessed to ensure cost effectiveness and the repayment  schedule will not exceed the useful life of the asset.  Multiple equipment acquisitions can be grouped  in a single PPFCO issue in order to develop economies of scale.      C. Method of Sale – The City will use a competitive bidding process in the sale of bonds unless conditions in the  bond market or the nature of the issue warrant a negotiated bid.  In such situations, the City will publicly  present the reasons for the negotiated sale.  The City will rely on the recommendation of the financial advisor  in the selection of the underwriter or direct purchaser.  The financial advisor must meet all licensing  Page 92 of 540 26   FY2017 Annual Budget  requirements and comply with all Municipal Securities Rulemaking Board (MSRB) regulations.  The City’s  financial advisor will not act as the underwriter on any City bond issue.     D. Disclosure – Full disclosure of operating costs along with capital costs will be made to the bond rating  agencies and other users of financial information.  The City staff, with assistance of the financial advisor and  bond counsel, will prepare the necessary materials for presentation to the rating agencies and will aid in the  production of the Preliminary Official Statements.  The City will take responsibility for the accuracy of all  financial information released.    E. Federal Requirements – The City will maintain written procedures to follow post issuance compliance rules,  arbitrage rebate and other Federal requirements.     Post issuance tax compliance rules will include records retention, arbitrage rebate, use of  proceeds, and     Continuing disclosure requirements under SEC Rule 15c2‐12, MSRB standards, or as may be  required by bond covenants or related agreements.     F. Debt Structuring – The City will issue bonds with an average life of twenty (20) years or less, not to exceed  the useful life of the asset acquired.  The structure should approximate level debt service unless operational  matters dictate otherwise. Market factors, such as the effects of tax‐exempt designations, the cost of early  redemption options and the like, will be given consideration during the structuring of long term debt  instruments.  Exceptions to the 20 year average life include debt issues for major system expansions, such as  water, sewer or electric plants, in which case the City may issue debt greater than 20 years since the average  life of the asset exceeds 30 years.  A cost benefit analysis indicating the impacts of extending debt beyond  20 years will be completed.    G. Debt Coverage Ratio – Refers to the number of times the current combined debt service requirements or  payments would be covered by the current operating revenues net of on‐going operating expenses of the  City’s combined utilities (Electric, Water, and Wastewater). The City will maintain a minimum debt service  coverage ratio of 1.5 times for these utilities as a whole. The bond ordinances allow the City to forego a debt  reserve fund for its utility debt if the coverage is maintained at 1.35 times or better.  Debt coverage for 2016  is budgeted at 3.67 times coverage.  A coverage ratio of 1.5 times will also be required for all funds issuing  self‐supporting debt.     H.  Bond Reimbursement Resolutions – The City may utilize bond reimbursements as a tool to manage its debt  issues, due to arbitrage requirements and project timing.   In so doing, the City uses its capital reserve "cash"  to delay bond issues until such time when issuance is favorable and beneficial to the City.    The City Council may authorize a bond reimbursement resolution for General Capital projects that have a  direct impact on the City's ad valorem tax rate when the bonds will be issued within the term of the existing  City Council.  In the event of unexpected circumstances that delay the timing of projects, or market  conditions that prohibit financially sound debt issuance, the approved project can be postponed and  considered by a future council until circumstantial issues can be resolved.    The City Council may also authorize revenue bond reimbursements for approved utility and other self‐ supporting capital projects within legislative limits.  Currently revenue bonds must be issued within 18  months after an eligible bond funded project is begun.    Page 93 of 540 27   FY2017 Annual Budget  The total outstanding bond reimbursements may not exceed the total amount of the City’s reserve funds.    XIV.XV. OTHER FUNDING ALTERNATIVES    When at all possible, the City will research alternative funding opportunities prior to issuing debt or  increasing user‐related fees.      A. Grants – All potential grants will be examined for any matching requirements and the source of those  requirements identified. A grant funding worksheet, reviewed by Finance, that clearly identifies funding  sources, outcomes and other relevant information will be presented and approved by the City Council prior  to any grant application being submitted.  It must be clearly understood that any resulting operation  requirements of the grant could be discontinued once the term and conditions of the project have been  terminated.   The City Council must authorize acceptance of any grant funding.    B. Use of Reserve Funds – The City may authorize the use of reserve funds to potentially delay or eliminate a  proposed bond issue.  This may occur due to higher than anticipated fund balances in prior years, thus  eliminating or reducing the need for debt proceeds, or postpone a bond issue until market conditions are  more beneficial or timing of the related capital improvements does not correspond with the planned bond  issue.  Reserve funds used in this manner are replenished upon issuance of the proposed debt.    C. Developer Contributions – The City will require developers who negatively impact the City's utility capital  plans offset those impacts.  These policies are further defined within the City's utility line extension policy  and other development regulations.    D. Leases – The City may authorize the use of lease financing for certain operating equipment when it is  determined that the cost benefit of such an arrangement is advantageous to the City.    E. Impact Fees – The City will impose impact fees as allowable under state law for both water and wastewater  services.  These fees will be calculated in accordance with statute and reviewed at least every three years.   All fees collected will fund projects identified within the Fee study and as required by state laws.     XV.XVI. FINANCIAL CONDITIONS, RESERVES, AND STABILITY RATIOS     The City of Georgetown will maintain budgeted minimum reserves in the ending working capital/fund balances  to provide a secure, healthy financial base for the City in the event of a natural disaster or other emergency,  allow stability of City operations should revenues fall short of budgeted projections and provide available  resources to implement budgeted expenditures without regard to actual timing of cash flows into the City.    A. Operational Coverage – The City’s goal is to maintain operations coverage of 1.0 (one), such that operating  revenues will at least equal or exceed current operating expenditures. Deferrals, short‐term loans, or one‐ time sources will be avoided as budget balancing techniques. Reserves will be used only for emergencies or  non‐recurring expenditures, except when balances can be reduced because their levels exceed guideline  minimums as stated below.    1. Operating Reserves – The City will maintain reserves at a minimum of seventy‐five (75) days (20.83%)  of net budgeted operating expenditures.  Net budgeted operating expenditure is defined as total  budgeted expenditures less interfund transfers and charges, general debt service (tax supported),  direct cost for purchased power and payments from third party grant monies. Total reserves for 2016  are $22,330,000 million.  The amount of these funds are allocated within the following operating  Page 94 of 540 28   FY2017 Annual Budget  funds and using the following guidelines to maintain the fund balance, working capital and retained  earnings (reserves) of the various operating funds at levels sufficient to protect the City’s  creditworthiness, as well as, its financial position from unforeseeable emergencies.      2. General Fund – The fund balance reserve in the General Fund should equal ninety (90) days or 25%  of annual budgeted General Fund operating expenditures.  2016 reserves are $7,925,000 million and  are allocated as follows:    a. Base Level Reserve – will equal ninety (90) sixty (60) days of current year budgeted operating  expenditures which will be designated for emergency use only. If the Base Level Reserve is used  during the fiscal year, the balance must return to the ninety (90) day requirement within the  following fiscal year’s adopted budget.  b. Budget Stabilization Reserve – will equal thirty (30) days of current year budgeted operating  expenditures and will be designated to protect the City against short term operating deficits.   The funds will be available for the following purposes:    i. Defer short term tax increases  ii. Cover revenue shortfalls  iii. Fund unanticipated expenditures    If the Budget Stabilization Reserve is depleted during the fiscal year, the balance must return to  the 30 day requirement within the following year’s adopted budget.  c.b. Economic Uncertainty Reserve – will equal up to 6% of current year budgeted operating  expenditures. The reserve will be designated to temporarily offset a decline in any General Fund  revenue source during the current fiscal year or in planning the future budget year. The reserve  may be used when growth in any General Fund revenue source from one fiscal year to the next  is below zero. The reserve will be available to support only existing programs approved in a prior  fiscal year. Used funds shall be restored up to the 6% reserve as soon as practical.    3. Tourism Fund – A minimum sixty days (60) or 16.67% of operating expenditures will be reserved  within the fund balance.  These funds are designated to be used to offset any potential revenue  shortfall that occurs during the fiscal year and should be replenished in the following fiscal year’s  budget.    4. Water Services Fund – Working capital reserves in should be 25% or ninety (90) days of operating  expenses, net debt service and long‐term water contract costs.  These reserves are designated to be  used to offset potential revenue shortfalls or fund unexpected or emergency expenses that occur  during the fiscal year.  These reserves should be replenished in the following budget cycle.    5. Stormwater Drainage Fund – $250,000 for unforeseen emergencies or other potential revenue  shortfalls.    6. Electric Fund – The remaining balance to meet the citywide requirement of seventy‐five (75) days of  reserve funds will be maintained within this fund.  It can be used for unforeseen emergencies and  expenditures.  The Rate Stabilization Account and the Power Contract Credit Reserve are not  included in this Contingency Reserve.    Page 95 of 540 29   FY2017 Annual Budget  For all other non‐enterprise funds, the fund balance is an indication of the balance of each particular fund at  a specific time.  The ultimate goal of each such fund is to have expended the fund balance at the conclusion  of the activity for which the fund was established.    Reserve requirements will be calculated as part of the annual budget process and any additional required  funds to be added to the reserve balances will be appropriated within the budget.      Funds in excess of the minimum reserves within each fund may be expended for City purposes at the will of  the City Council once it has been determined that use of the excess will not endanger reserve requirements  in future years.  This action requires an amendment to the City’s Annual Budget and is outlined in Section III.  L. Use of Unanticipated and Unappropriated General Fund Balances.    B. Liabilities and Receivables ‐ Procedures will be followed to maximize discounts and reduce penalties offered  by creditors.  Current liabilities will be paid within 30 days of receiving the invoice.  Accounts Receivable  procedures will target collection for a maximum of 30 days of service.   The Chief Financial Officer Finance  Director is authorized to write‐off non‐collectible, non‐utility accounts that are delinquent for more than 180  days, and utility accounts delinquent more than 180 days, provided proper delinquency procedures have  been followed, and include this information in the annual report to the City Council.    C. Capital Project Funds – Every effort will be made for all monies within the Capital Project Funds to be  expended in a timely manner preferably within thirty‐six (36) months of receipt.  The fund balance will be  invested and income generated will offset increases in construction costs or other costs associated with the  project.  Capital project funds are intended to be expended totally, with any unexpected excess to be  transferred to the Debt Service fund to service project‐related debt service.    D. General Debt Service Funds – Revenues within this fund are stable, based on property tax revenues. Balances  are maintained to meet contingencies and to make certain that the next year’s debt service payments may  be met in a timely manner. Fund balance should not fall below 45 days annual debt service requirements, in  accordance with IRS guidelines.    E. Investment of Reserve Funds – The reserve funds will be invested in accordance with the City’s investment  policy.  Existing non‐cash investment would be exempt through retirement of the investment.     F. Ratios/Trend Analysis ‐ Ratios and significant balances will be incorporated into both the mid‐year and annual  reports to the City Council.  This information will provide users with meaningful data to identify major trends  of the City's financial condition through analytical procedures.  The following ratios/balances will be used as  key financial indicators:     Fund Balance/Equity:    Assets ‐ liabilities  FB/E AL (Acceptable level) minimum reserve requirement     Working Capital:   Current assets less current liabilities  CA ‐ CL    AL minimum reserve requirement     Current Ratio:    Current assets divided by current liabilities  CA/CL    AL > 1.00     Quick Ratio: "Liquid" current assets divided by current liabilities   Liquid CA/CL   AL > 1.00  Page 96 of 540 30   FY2017 Annual Budget     Debt/Assessed AV Taxes :  Debt divided by assessed Ad Valorem value  D/AV    AL < 5     Debt Ratio: Current liabilities plus long‐term liabilities divided by total  assets   CL +LTL/TA    AL < 1     Enterprise Operating Coverage:  Operating revenue divided by operating expense   OR/OE    AL > 1.25     Times Coverage Ratio: Operating revenue less operating expense divided by  annual debt service   (OR‐OE)/DSV    AL > 1.5    The City will be to develop minimum/maximum levels for the above ratios/balances through analyzing  of City historical trends and future projections.  These ratios will also be compared to other similar or  regional municipalities for further analysis.        XVI.XVII.INTERNAL CONTROLS    A. Written Procedures – Wherever possible, written procedures will be established and maintained by the Chief  Financial OfficerFinance Director for all functions involving cash handling and/or accounting throughout the  City.  These procedures will embrace the general concepts of fiscal responsibility set forth in this policy  statement.    B. Internal Audit Program – An internal audit program will be maintained by the Chief Financial OfficerFinance  Director to ensure compliance with City policies and procedures and to prevent the potential for fraud.      1. Departmental Audits – departmental processes will be reviewed to ensure dual control of City assets  and identify the opportunity for fraud potential, as well as, to ensure that departmental internal  procedures are documented and updated as needed.    2. Employees or Transaction Review – Programs to be audited include Petty Cash, City Credit Card  accounts, time entry, and travel.  All discrepancies will be identified, and the employee’s Director  will be notified.   The City Manager will also be notified depending on the seriousness of the  infraction.    3. The Finance Director and City Manager will present an annual audit plan to the General Government  and Finance board. Results of all internal audits will be provided to the GGAF and City Council  at  year‐end. on a quarterly basis    B.C. Directors Responsibility – Each Director is responsible for ensuring that good internal controls are followed  throughout their department, that all Finance Division directives are implemented and that all independent  auditor internal control recommendations are addressed.  Departments will develop and periodically update  written internal control procedures.      Page 97 of 540 City of Georgetown, Texas City Council Regula r Meeting April 26, 2016 SUBJECT: Forwarded fro m the G eneral G overnment and Fi nance Advi sory B oard (G G AF): Consideration and possible action to approve a Resolution fo rmally adopti ng the Ci ty’s Investment Pol i ci es -- Le igh Wallace, Finance Directo r ITEM SUMMARY: This item is to ado pt the propose d changes to the Investment P olicies. The purpo se of the Investment Polic y is to provide the framework for managing the City’s investments in a way that mitigates risk while optimizing re turns. The policy is modeled after P ublic Funds Investment Act (PFIA) reco mmendations. The City’s Investment Adviso rs, Valley View Consulting, have re c ommended updates to the polic y that are outlined in the presentation presented to Council during April 26, 2016 worksho p. The full version o f the policies with tracked change s is also provided. The General Gove rnment and Finance (GGAF) Board recommended the policies to Co uncil at the meeting March 30, 2016. FINANCIAL IMPACT: NA SUBMITTED BY: Leigh Wallace, Finance Director - kj ATTACHMENT S: Description Investment Polic y Res olution Investment Polic y Changes Page 98 of 540 Resolution Number: ___________________________ Page 1 of 1 Description: Investment Policy Date Approved: April 26, 2016 RESOLUTION NO. ____________ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS, AMENDING THE EXISTING CITY OF GEORGETOWN INVESTMENT POLICY EFFECTIVE April 26, 2016. WHEREAS, the goal of the City of Georgetown is to implement an investment policy that utilizes all current municipal investment practices, while ensuring the safety and availability of all funds entrusted to the City in compliance with state federal, state and local laws; and WHEREAS, the City Council of the City of Georgetown has reviewed the investment policy; and WHEREAS, the City Council of the City of Georgetown wishes to amend its Investment Policy (as last amended December 9, 2015); and 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 enactment of this resolution is not inconsistent or in conflict with any 2030 Plan Policies. SECTION 2. The Investment Policy attached as Exhibit “A” is hereby adopted by the City Council of the City of Georgetown, Texas. SECTION 3. This resolution shall be effective immediately upon adoption. RESOLVED this 26th day of April 2016. ATTEST: THE CITY OF GEORGETOWN: Shelley Nowling By: Dale Ross City Secretary Mayor APPROVED AS TO FORM: Charles McNabb City Attorney Page 99 of 540 City of Georgetown Investment Policy Page 1 CITY OF GEORGETOWN, TEXAS INVESTMENT POLICY As amended April 26, 2016December 9, 2014 SECTION 1: SCOPE & OBJECTIVES 1.1 SCOPE This Investment Policy applies to all financial assets of the City of Georgetown, Texas, which includes the City of Georgetown Economic Development Corporation and the Georgetown Transportation Enhancement Corporation, held in all funds. 1.2 STATEMENT OF CASH MANAGEMENT PHILOSOPHY The City will maintain a comprehensive cash management program to include the effective collection of all accounts receivable, the prompt deposit of receipts to the City's bank accounts, the payment of obligations to comply with State law and in accord with vendor invoices, and the prudent investment of idle funds in accord with this Policy. 1.3 OBJECTIVES The City's investment program will be conducted to comply with Texas Government Code Chapter 2256 (the Public Funds Investment Act) and accomplish the following objectives, listed in priority order: 1. Safety. The City will give priority to the preservation and safety of the principal invested. Investments will be made in a manner that will mitigate credit risk and interest rate risk. 2. Liquidity. The City will maintain the availability of sufficient cash to pay obligations of the City when they are due. 3. Public Trust. Investment Officers shall seek to act responsibly as custodians of the public trust. Investment Officers shall avoid transactions that might impair public confidence in the City’s ability to govern effectively. 4 Yield. The City will invest idle cash in a manner that will maximize earnings to the greatest extent possible, consistent with State and local laws and the objectives of safety and liquidity listed above. It is also the objective of the City to diversify its investments to eliminate the risk of loss resulting from over concentration of assets in a specific maturity, a specific issuer or a specific class of investments, when appropriate. It is the intent of the City to hold investments to maturity. SECTION 2: STANDARD OF CARE 2.1 PRUDENCE Investments will be made with judgment and care, under circumstances then prevailing, that persons of prudence, discretion, and intelligence exercise in the management of their own affairs, not for speculation, but for investment, considering the probable safety of their capital and the probable income to be derived. The City Council recognizes that in maintaining a diversified portfolio, occasional measured losses due to market volatility are inevitable and must be Page 100 of 540 City of Georgetown Investment Policy Page 2 considered within the context of the overall portfolio's investment return, provided that adequate diversification has been implemented. In determining whether an Investment Officer has exercised prudence with respect to an investment decision, the determination shall be made taking into consideration: A. The investment of all funds, or funds under the City’s control, over which the Officer had responsibility rather than a consideration as to the prudence of a single investment. B. Whether the investment decision was consistent with the written Investment Policy of the City. The Investment Officer, acting in accordance with written procedures and exercising due diligence, shall not be held personally responsible for a specific investment's adverse credit risk or market price changes, provided that these deviations are reported immediately to the City Manager and/or the Council and that appropriate action is taken to control adverse developments. 2.2 ETHICS & CONFLICT OF INTEREST Investment Officers and employees involved in the investment process will refrain from personal business activity that could conflict with the proper execution of the investment program, or which could impair their ability to make impartial investment decisions. Investment Officers and employees will comply with all disclosure and reporting requirements of Section 2256.005 (I) of the Texas Government Code. 2.3 DELEGATION OF AUTHORITY The Chief Financial Officer Finance Director and Controller are the City's Investment Officers. The Finance Director Chief Financial Officer is responsible for overall management of the City's investment program and may direct the other Investment Officers in their duties. Accordingly, the Investment Officers are responsible for day-to-day administration of the investment program and for the duties listed below: 1. Maintain current information as to available cash balances in City accounts, and as to the amount of idle cash available for investment; 2. Make investments and maintain written procedures for the operation and internal control of the investment program consistent with this Policy; 3. Ensure that all investments are adequately secured; and 4. Attend training relating to investment responsibilities under this Policy as required by Section 2256.008 (a) of the Texas Government Code and ensure that any staff executing transactions covered by this Policy attend the required training. The investment training shall be attended within twelve (12) months of attaining the position and receive not less than ten (10) hours, and thereafter, not less than once in a two-year period that begins on the first day of the City’s fiscal year and consists of the two consecutive fiscal years after that date and receive not less than 10 8 hours of instruction relating to investment responsibilities under this Policy. The training must be sponsored by: Texas Municipal League Government Finance Officers Association of Texas (GFOAT) Government Finance Officers Association of US and Canada Government Treasurers Organization of Texas (GTOT) Page 101 of 540 City of Georgetown Investment Policy Page 3 University of North Texas Texas Tech University Center for Professional Development Unless authorized by State or local laws as provided above, no person may deposit, withdraw, transfer or manage in any other manner the funds of the City. SECTION 3: INVESTMENT STRATEGIES 3.1 OPERATING FUNDS Operating Funds are defined as cash and investments used for day to day operations that do not fall into one of the other categories. Operating funds will be invested in a manner suitable for funds requiring a high degree of liquidity. Investments of Operating Funds shall be limited to a weighted average maturity no greater than one year, and all investment instruments must meet credit and safety criteria as required by the Public Funds Investment Act and this Policy. Involuntary liquidation of Operating Fund investments is unlikely due to their short term nature. However, should a liquidation of investments prior to maturity be necessary, their short term nature will make material losses unlikely. Operating Fund investments will be diverse and may include financial institution deposits, U.S. treasuries and agencies, investment pools, and money market mutual funds. Investment of Operating Funds will be structured to attain the highest possible yield given the liquidity and safety requirements. 3.2 CONTINGENCY RESERVES (or operating reserves) Contingency Reserves are the minimum fund balance/working capital requirements as defined by Council in the Annual Operating Plan. Contingency Reserve balances may be used to cover any cash operating shortfalls due to the timing of bond issues, revenue receipts, etc. Investments of these funds may exceed 24 months with prior approval of the City Manager if short term cash flow needs are not evident. Any one investment may not exceed 36 months in maturity length. The weighted average maturity for these funds may not exceed 24 months. Involuntary liquidation of Contingency Reserve investments is unlikely due to their nature. However, should a liquidation of investments prior to maturity be necessary, the comparatively longer term nature of some of the investments could result in material losses depending on financial and economic conditions. Contingency Reserve investments will be diverse and may include financial institution deposits, U.S. treasuries and agencies, investment pools, and money market mutual funds. Investment of Contingency Reserves will be structured to attain the highest possible yield given the liquidity and safety requirements. 3.3 DEBT 3.3.1 Reserves. Debt reserves are defined as bond reserve funds required to be set aside in accordance with bond covenants. The City’s bond covenants do not require the City to maintain any reserve funds. Therefore, the City’s investments are not adversely affected by any reserve requirement conditions. 3.3.2 Interest & Sinking (or debt service funds). Interest and sinking funds are defined as those funds accumulated to meet periodic payments required by bond and note maturity schedules. The investment maturities are limited by pertinent debt service requirements and tax laws limiting accumulation and earnings for such funds. Involuntary liquidation of investments is highly unlikely due to the nature of these funds. Interest and sinking fund investments will be diverse and may include financial institution deposits, U.S. treasuries and agencies, investment pools, and money market mutual funds. 3.4 BOND PROCEEDS (capital improvement funds) Page 102 of 540 City of Georgetown Investment Policy Page 4 Bond proceed funds are defined as those funds received from the sales of City bonds or notes and not otherwise set aside for debt service or reserve purposes. These funds typically include money to fund infrastructure construction or other large projects. The investment maturities are limited by pertinent project draw requirements and tax laws governing earnings for such funds, but may not have a weighted average maturity in excess of one year, with no single security greater than 24 months, unless a flexible repurchase agreement is used in accordance with Section 4.1.5 of this Policy. Involuntary liquidation of investment is highly unlikely. Bond proceed investments will be diverse and may include financial institution deposits, U.S. treasuries and agencies, investment pools, and money market mutual funds. SECTION 4: AUTHORIZED INVESTMENTS 4.1 ALLOWABLE INVESTMENTS City funds may be invested in the following instruments: 4.1.1 Financial Institution Deposits. Certificates of Deposit and other evidences of deposit at a financial institution that, a) has its main office or a branch office in Texas and is guaranteed or insured by the Federal Deposit Insurance Corporation or its successor, b) is secured by obligations in a manner and amount provided by law for deposits of the City, or c) is executed through a depository institution or approved broker that has its main office or a branch office in Texas that meets the requirements of the Public Funds Investment Act. All financial institution deposits in excess of the FDIC insured amount must be collateralized as described by Section 5.5 COLLATERALIZATION. 4.1.2 U.S. Treasuries and Agencies. Obligations of the United States of America, its agencies and instrumentalities, including other obligations, the principal and interest of which are unconditionally guaranteed or insured by, or backed by the full faith and credit of the United States or its agencies and instrumentalities, including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States. 4.1.3 Investment Pools. Investment pools that meet the following criteria: a. An investment pool must provide an offering circular or other similar disclosure instruments and provide monthly and transaction reporting as required by Section 2256.016 of the Texas Government Code. b. Investment in a new pool will require the approval of the City Council. c. A public funds investment pool created to function as a money market mutual fund must (1) mark its portfolio to market daily, (2) include in its investment objectives the maintenance of a stable net asset value of $1 for each share and (3) be continuously rated no lower than AAAm or at an equivalent rating by at least one nationally recognized rating service. 4.1.4. Money Market Mutual Funds. No-load money market mutual funds if the fund: a. Is regulated by the Securities and Exchange Commission; b. Marks its portfolio to market daily; c. Includes in its investment objectives the maintenance of a stable net asset value of $1 for each share; d. Is continuously rated no lower than AAA or at an equivalent rating by at least one nationally recognized rating service. 4.1.5. Repurchase Agreements. Fully collateralized repurchase agreements that: a. Have a defined termination date; Page 103 of 540 City of Georgetown Investment Policy Page 5 b. Are secured by cash or obligations as allowed by the Public Funds Investment Act and this Policy; c. Require independent third party safekeeping of all securities prior to the release of any funds; d. Are placed through a primary dealer or financial institution doing business in this State; and e. Do not create a reverse repurchase agreement by the City. f. Construction, capital improvement and bond proceed funds may utilize a flexible repurchase agreement, or similar agreement, that allows expenditure-related withdrawal of funds, without penalty, with an average life and termination date limitation based on the anticipated draw schedule. 4.1.6. Municipal Issuers. Obligations of: a. This State and its agencies or instrumentalities; and b. Counties, cities, and other political subdivisions of the State of Texas rated as to investment quality by a nationally recognized investment rating firm not less than A or its equivalent. 4.1.7. Other Investments. Other investments as approved by the City Council and not prohibited by law. Investment securities purchased prior to this Policy’s revision, that do not meet the revised requirements of this Policy, are not required to be liquidated. The City shall monitor each security’s status to determine whether it is in the best interest of the City to hold or liquidate the security. 4.2 CREDIT RATING REVIEW AND EFFECT OF LOSS OF REQUIRED RATING Not less than quarterly, the Investment Officers will obtain from a reliable source the current credit rating for each held investment that has a PFIA-required minimum rating. Any Authorized Investment that requires a minimum rating and does not qualify at any time during the period, is considered to not have the minimum rating. The City shall take all prudent measures that are consistent with this Policy to liquidate an investment that does not have the minimum rating. 4.3 COMPLIANCE WITH STATE LAW All authorized investments outlined above must meet the requirements of the Public Funds Investment Act. No investment may be made in any instrument except as provided above. 4.4 CASH ON HAND Cash resources required for the immediate needs of the City and not otherwise available for longer term investment will be placed in account(s) at the City's Depository/ Depositories. Such account(s) will earn interest at the highest rate(s) provided in the respective depository contract(s). 4.5 LENGTH OF INVESTMENTS The following general constraints will apply. Maturities exceeding 36 months will require authorization by the City Manager, with no single maturity greater than 60 months. Maturities will be staggered to avoid undue concentration of assets in a specific maturity sector and maturities selected will provide for stability of income and reasonable liquidity. Page 104 of 540 City of Georgetown Investment Policy Page 6 SECTION 5: SAFEKEEPING AND CUSTODY 5.1 AUTHORIZED BROKER/DEALERS and INVESTMENT POLICY CERTIFICATION Authorized investment securities may be purchased only through brokers/dealers who are licensed and in good standing with the Texas Department of Securities, the Securities Exchange Commission, the Financial Industry Regulatory Authority, or other applicable self-regulatory organization. The Investment Officers will maintain a list of broker/dealers who are authorized to provide investment services. The list is approved and included in Attachment “A” of this Policy. Before engaging in investment transactions with a financial institution, broker/dealer, Investment Pool, or Money Market Mutual Fund, the Investment Officers will have received from said firm a signed Certification Form. This form will attest that the individual responsible for the City’s account with that firm has received and reviewed the City’s Investment Policy and that the firm has implemented reasonable procedures and controls in an effort to preclude imprudent activities arising out of investment transactions conducted between the City and the firm. The letter must be signed by a qualified representative as defined by Section 2256.002, of the Texas Government Code. “Qualified Representative” means a person who holds a position with a business organization who is authorized to act on behalf of the business organization and who is one of the following: (1) a business organization doing business that is regulated by or registered with a securities commission, a person who is registered under the rules of the Financial Industry Regulatory Authority; (2) for a state or federal bank, a savings bank or state or federal credit union, a member of the loan committee for the bank or branch of the bank or a person authorized by corporate resolution to act on behalf of and bind the banking institution; (3) for an investment pool, the person authorized by the elected official or board with authority to administer the activities of the investment pool to sign the written instrument on behalf of the investment pool, or (4) for an investment management firm registered under the Investment Advisers Act of 1940 or, if not subject of registration under the Act, registered with the State Securities Board, a person who is an officer or principal of the investment management firm. 5.2 AUTHORIZED FINANCIAL INSTITUTIONS Financial institution deposits and other evidences of deposit may be purchased at qualified City Depositories and other financial institutions. Qualifications will be determined by the Investment Officers. The City must have a written agreement with the Depository and other financial institutions, and that depository and other financial institutions must meet all State Laws for deposit of public funds. The City's main operating Depository/Depositories will be selected as provided by law and the City’s purchasing procedure. 5.3 INTERNAL CONTROLS All investment transactions will be documented by the Investment Officers. The Investment Officers may make investments orally, but will follow promptly with a written confirmation to the financial institution or broker/ dealer, with a copy of such confirmation retained in the City's files. On investments, the Investment Officers will solicit competitive quotes. Where appropriate, at least two (2) quotations will be solicited for each such investment made. Page 105 of 540 City of Georgetown Investment Policy Page 7 Market value of the portfolio and each investment will be monitored at least quarterly through industry standard publications/sources for market data such as, but not limited to, The Wall Street Journal. Market value may also be determined through the City’s investment software application, which uses industry standard publications/sources for its market data. 5.4 SAFEKEEPING All securities purchased by the City under this Policy must be designated as assets of the City, must be conducted on a delivery-versus-payment (DVP) basis, and must be protected through the use of a third-party custody/safekeeping agent. The City will enter into a formal agreement with an institution of such size and expertise as is necessary to provide the services needed to protect and secure the investment assets of the City. 5.5 COLLATERALIZATION To the extent not insured by federal agencies that secure deposits, City funds (including financial institution deposits and C.D.’s) must be collateralized or enhanced in compliance with the Texas Public Funds Collateral Act and pertinent federal banking regulations. With the exception of deposits secured with irrevocable letters of credit at 100% of deposit plus accrued interest, the aggregate market value of pledged securities shall be equal to at least one hundred two percent (102%) of the of the deposit (including accrued interest) less an amount insured by the Federal Deposit Insurance Corporation. Should the depository fail to adequately maintain the required collateral level, the City may increase the minimum to 110%. The City reserves the right, in its sole discretion, to accept or reject any form of insurance or collateralization pledged towards depository deposits. Institutions serving as a depository will be required to sign a Depository/Collateral Agreement with the City. The collateralized deposit portion of the Agreement shall define the City’s rights to the collateral in case of default, bankruptcy, or closing and shall establish a perfected security interest in compliance with Federal and State regulations, including: • The agreement must be in writing; • The agreement has to be executed by the Depository and the City contemporaneously with the acquisition of the asset; • The agreement must be approved by the Board of Directors or designated committee of the Depository and a copy of the meeting minutes must be delivered to the City; and • The agreement must be part of the Depository’s “official record” continuously since its execution. Securities pledged as collateral must be retained in an independent third party bank and marked as pledged to the City. The City will be provided the original safekeeping receipt from the custodian on each pledged security. With the exception of the Federal Reserve Bank, the City, financial institution, and the safekeeping bank(s) will operate in accordance with a master safekeeping agreement. The City's Investment Officers must approve in writing the release of collateral prior to its removal from the safekeeping account in accordance with the terms of the depository agreement. The financial institution(s) with which the City invests and/or maintains deposits will require the custodian to provide monthly a listing of the collateral pledged to the City marked to current market prices. The listing will include total pledged securities itemized by name, CUSIP, type and description of the security; safekeeping receipt number; par value; current market value; maturity date; and Moody's or Standard & Poor's rating, if available. Page 106 of 540 City of Georgetown Investment Policy Page 8 SECTION 6: REPORTING 6.1 QUARTERLY REPORTING The Investment Officers shall prepare and submit to the Council a quarterly report on investment transactions for all funds covered by this Policy. The report will be prepared in compliance with the Public Funds Investment Act. The report will cover the investment position of the City at the end of the each fiscal quarter. The contents will include at a minimum: 1. Beginning and ending market value of the portfolio; 2. Beginning and ending market value and book value, maturity date, type of funds, interest coupon, accrued interest and yield for each separate security; and 3. A statement as to the compliance with this Policy and State law. 6.2 ANNUAL REPORTING Within 90 days following the end of the fiscal year, the Investment Officers will present to the City Council or the General Government and Finance Advisory Board a comprehensive annual report on the investment program and investment activity. In addition to the information required for quarterly reporting, the annual report will include a review of the activities and return for the twelve months, suggest Policy revisions and improvements that might enhance the investment program, and include an investment plan for the ensuing fiscal year. 6.3 PERFORMANCE STANDARDS In order to evaluate portfolio performance of funds subject to this Policy, the City establishes “weighted average yield to maturity” as the standard portfolio performance measurement. The portfolio’s performance will be compared against appropriately competitive and reasonable benchmarks, including money market mutual funds or investment pools of similar make-up and maturities. 6.4 COMPLIANCE The quarterly reports shall be formally reviewed and a compliance audit of management controls and adherence to this Policy as it relates to the City’s investments and investing activity will be performed on an annual basis in conjunction with the City’s annual financial audit. The results shall be reported to the City Council. SECTION 7: POLICY REVIEW AND AMENDMENTS This Investment Policy will be reviewed by the City Council on at least an annual basis as required by the Public Funds Investment Act and make amendments as necessary. The Council will review the Policy as part of the annual investment report presented by staff. Page 107 of 540 City of Georgetown Investment Policy Page 9 CITY OF GEORGETOWN INVESTMENT POLICY Attachment “A” Approved Broker/Dealer List Bonwick Capital Coastal Securities Duncan Williams JPMorgan Chase Securities Raymond James Rice Financial UBS Paine Webber, Inc. These broker/dealers meet the City’s Investment Policy requirements. Page 108 of 540 City of Georgetown, Texas City Council Regula r Meeting April 26, 2016 SUBJECT: Fi rst Readi ng of an Ordinance authori zi ng the Issuance o f City of Georgetown, Texas Co mbi nati on Tax and Revenue Certi fi cates o f Obl i g ati on, Seri es 2016, levying an Ad Valorem Tax and the pledge o f certain revenues in support of the certificates, approving an Official Statement, a P aying Agent/Registrar Agreement and o ther agreements related to the sale and issuance o f the certificates and authorizing o ther matters related to the Issuance o f the Certificates -- Laurie Brewer, Assistant City Manager (acti on requi re d) ITEM SUMMARY: Consi derati on and acti on wi th respect to "Or di nance Authori zi ng the Issuance of Ci ty of G e org etow n, Te xas Combi nati on Tax and Revenue Certi fi cates o f Obl i g ati on, Seri es 20 16 ; Levyi ng an Ad Val orem Tax and the Pl edge of Ce r tai n Revenues i n Suppo r t o f the Certi fi cate s; Approvi ng an Offi c i al Statement, a P ayi ng Agent/Regi strar Agreement and Other Ag reements Rel ate d to the Sal e and Issuance o f the Certi fi cates; and Authori zi ng Other Matters Rel ated to the Issuanc e of the Certi fi cates;" and 20 Year B onds – COs (net proceeds) Austin Avenue Bridges – outreach, environmental assessment, design $675,000 Transfer Station & Landfill repairs $210,000 Accessibility – Facilities & P arks $392,00 0 Streetscaping Design – Downtown West $460,000 I35 Frontage Ro ad Sidewalk – Leander Road to HWY 29 $600,000 10 Year B onds – COs (net proceeds) P ublic Safety Fire apparatus $750,000 5 Year Bonds – COs (net proceeds) Information Te c hnology Equipment $162,000 Subtotal – Tax Supported Certi fi cates of Obl i g ati on $3,249,00 0 20 Year B onds –Sto rmw ater Drai nage Sel f-supporti ng COs (net proceeds) Drainage Proje c ts $250,000 20 Year B onds – G e org etow n Transportati on Enhancement Corp. $11,150,0 00 Sel f-suppo r ti ng COs (net proceeds) Mays Street, SH 29 Bypass, SH 29 Improvements 20 Year B onds – G e org etow n Economi c Dev. Co r p. $3,100,00 0 Sel f-suppo r ti ng COs (net proceeds) Summit at Rivery Develo pment Agreement 20 Year B onds – Ri very Tax Increment Rei nve stment Zone $1,712,000 Sel f-suppo r ti ng COs (net proceeds) Summit at Rivery Develo pment Agreement Subtotal – Sel f Supported Certi fi cates of Obl i g ati on $16,212,0 00 Esti mated Issuanc e Costs $139,000 Total Certi fi cates of Obl i gati on $19,600,000 Page 109 of 540 COMMENTS Actual interest rates for this debt issue will not be determined until just prior to the re ading of the ordinance at the Council meeting on April 2 6, 2016. The City will re c eive the proceeds in mid-May. P roceeds are expected to be expended within the next 2 4 months. Pl ease note al l o r di nances w i l l be approved and effecti ve on F i rst Readi ng i n ac c ordance w i th Secti on 1201.0 28 , Texas Governme nt Co de. FINANCIAL IMPACT: Tax rate impact fo r the taxable certificates of obligation is estimated at appro ximately $0 .0033, based on the 2 01 5 assessed valuation. Final impacts will no t be known until the bo nds are so ld and the 20 15 Assessed Valuation has been certified. Debt service fo r the Stormwater Drainage se lf-supporting bonds will be paid fro m existing Drainage fees, and will no t impact current Stormwater Drainage rates. Debt Service for the GTEC and GEDCO bonds will be paid through dedicated sales tax revenues. The bo nds fo r the Rivery Tax Increment Reinvestment Zone will be paid through pro perty taxes fro m the incremental re venue from re c e nt development in the zo ne. SUBMITTED BY: Laurie Brewer, Assistant City Manager - kj ATTACHMENT S: Description Co mb o Tax R ev Bo nd Ord inance Page 110 of 540 GTOWN/CO/2016: Ordinance ORDINANCE NO. 2016-______ ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2016; LEVYING 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 Adopted April 26, 2016 Page 111 of 540 GTOWN/CO/2016: Ordinance i ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2016; LEVYING 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 TABLE OF CONTENTS Page Recitals .............................................................................................................................................1 Section 1. RECITALS AND PURPOSE OF THE CERTIFICATES ......................................2 Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND MATURITIES OF CERTIFICATES .......................................3 Section 3. INTEREST ...............................................................................................................3 Section 4. CHARACTERISTICS OF THE CERTIFICATES .................................................4 Section 5. FORM OF CERTIFICATE......................................................................................8 Section 6. INTEREST AND SINKING FUND ......................................................................16 Section 7. REVENUES ...........................................................................................................16 Section 8. DEFEASANCE OF CERTIFICATES ...................................................................17 Section 9. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATES ....................................................................18 Section 10. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED ...............................................................................19 Section 11. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE CERTIFICATES ................................................................20 Section 12. SALE OF CERTIFICATES ...................................................................................22 Page 112 of 540 GTOWN/CO/2016: Ordinance ii Section 13. DEFAULT AND REMEDIES ...............................................................................22 Section 14. INTEREST EARNINGS ON CERTIFICATE PROCEEDS .................................23 Section 15. APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT, LETTER OF REPRESENTATIONS AND OFFICIAL STATEMENT ...........................................................................24 Section 16. CONTINUING DISCLOSURE UNDERTAKING ...............................................24 Section 17. AMENDMENT OF ORDINANCE .......................................................................27 Section 18. NO RECOURSE AGAINST CITY OFFICIALS ..................................................29 Section 19. FURTHER ACTIONS ...........................................................................................29 Section 20. INTERPRETATIONS ...........................................................................................29 Section 21. INCONSISTENT PROVISIONS ..........................................................................29 Section 22. INTERESTED PARTIES ......................................................................................29 Section 23. INCORPORATION OF RECITALS .....................................................................30 Section 24. SEVERABILITY ...................................................................................................30 Section 25. EFFECTIVE DATE ...............................................................................................30 Section 26. PERFECTION .......................................................................................................30 Section 27. PAYMENT OF ATTORNEY GENERAL FEE ....................................................30 Exhibit A Paying Agent/Registrar Agreement Exhibit B Description of Annual Financial Information Page 113 of 540 Ordinance Number: ____________ Page 1 of 37 Description: Combination Tax and Revenue Certificates of Obligation, Series 2016 Date Approved: May 10, 2016 ORDINANCE NO. ___________ ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2016; LEVYING 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 $________ (the "Certificates") and finds that the payment in whole or in part of contractual obligations is incurred or to be incurred for: (1) constructing, improving, extending, expanding, upgrading and developing City streets, bridges, sidewalks, intersections and related traffic improvements including purchasing any necessary right-of-way and equipment, including for Mays Street, SH 29, Austin Avenue, Wolf Ranch Parkway, Woodlawn Avenue, Hintz Road, Hershey Avenue and Highknoll Lane; (2) improving and upgrading the City's waste collection and transfer facility; (3) constructing and installing accessibility improvements at City buildings and facilities in accordance with the Americans with Disabilities Act; (4) constructing, improving, upgrading and equipping City park and recreational buildings, facilities and improvements, including improvements to Rivery Park, streetscaping and open space design in the City's downtown and accessibility improvements in accordance with the Americans with Disabilities Act; (5) acquiring and upgrading public safety vehicles and equipment, including fire trucks and related equipment; (6) acquiring and upgrading information technology equipment at City facilities; (7) constructing, improving, extending, expanding and upgrading the City's storm water drainage facilities; (8) constructing, improving and extending waterworks and sewer improvements to the City's utility system and related costs and the acquisition of any necessary easements or land and (9) professional services including fiscal, engineering, architectural and legal fees and other such costs incurred in connection therewith including the costs of issuing the Certificates; 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, as amended, and Section 1502.052, Texas Government Code, as amended; and WHEREAS, on February 23, 2016, the City Council passed a resolution authorizing and directing the City Secretary to give notice of intention to issue Certificates; and Page 114 of 540 Ordinance Number: ____________ Page 2 of 37 Description: Combination Tax and Revenue Certificates of Obligation, Series 2016 Date Approved: May 10, 2016 WHEREAS, the notice was published on February 28, 2016 and March 6, 2016 in the Williamson County Sun, a newspaper of general circulation in the City and a "newspaper" as defined in Section 2051.044, Government Code; and WHEREAS, the City has not received a petition from the qualified electors of the City protesting the issuance of the Certificates; and WHEREAS, it is hereby officially found and determined that the meeting at which this Ordinance was passed was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code; and WHEREAS, no bond proposition to authorize the issuance of bonds for the same purpose as any of the projects being financed with the proceeds of the Certificates was submitted to the voters of the City during the preceding three years and failed to be approved; and WHEREAS, it is considered to be in the best interest of the City that the interest bearing Certificates be issued. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS: Section 1. RECITALS AND PURPOSE OF THE CERTIFICATES. (a) The recitals set forth in the preamble hereof are incorporated by reference herein and shall have the same force and effect as if set forth in this Section. The Certificates of the City of Georgetown, Texas (the "City") are hereby authorized to be issued and delivered in the aggregate principal amount of $____________ (the "Certificates"), the payment in whole or in part of contractual obligations incurred or to be incurred for: (1) constructing, improving, extending, expanding, upgrading and developing City streets, bridges, sidewalks, intersections and related traffic improvements including purchasing any necessary right -of-way and equipment, including for Mays Street, SH 29, Austin Avenue, Wolf Ranch Parkway, Woodlawn Avenue, Hintz Road, Hershey Avenue and Highknoll Lane; (2) improving and upgrading the City's waste collection and transfer facility; (3) constructing and installing accessibility improvements at City buildings and facilities in accordance with the Americans with Disabilities Act; (4) constructing, improving, upgrading and equipping City park and recreational buildings, facilities and improvements, including improvements to Rivery Park, streetscaping and open space design in the City's downtown and accessibility improvements in accordance with the Americans with Disabilities Act; (5) acquiring and upgrading public safety vehicles and equipment, including fire trucks and related equipment; (6) acquiring and upgrading information technology equipment at Cit y facilities; (7) constructing, improving, extending, expanding and upgrading the City's storm water drainage facilities; (8) constructing, improving and extending waterworks and sewer improvements to the City's utility system and related costs and the acquisition of any necessary easements or land and (9) professional services including fiscal, engineering, architectural and legal fees and other such costs incurred in connection therewith including the costs of issuing the Certificates. Page 115 of 540 Ordinance Number: ____________ Page 3 of 37 Description: Combination Tax and Revenue Certificates of Obligation, Series 2016 Date Approved: May 10, 2016 (b) Vision Statement. The City Council hereby finds that the enactment of this Ordinance and issuance of the Certificates complies with the Vision Statement of the City. 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 2016", and initially there shall be issued, sold, and delivered hereunder fully registered Certificates, without interest coupons, dated April 15, 2016, in the respective denominations and principal amounts hereinafter stated, numbered consecutively from R-1 upward (except the initial Certificate delivered to the Attorney General of the State of Texas which shall be numbered T-1), 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 15 in each of the years and in the principal amounts, respectively, as set forth in the following schedule: YEAR AMOUNT YEAR AMOUNT 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: Page 116 of 540 Ordinance Number: ____________ Page 4 of 37 Description: Combination Tax and Revenue Certificates of Obligation, Series 2016 Date Approved: May 10, 2016 YEAR RATE YEAR RATE 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. (a) Registration, Transfer, Conversion and Exchange; Authentication. The City shall keep or cause to be kept at The Bank of New York Mellon Trust Company, N.A., (the "Paying Agent/Registrar") books or records for the registration 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/Regist rar may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein provided. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the Registered Owner of each 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, date and manually sign said Certificate, and no such Certificate shall be deemed to be issued or outstanding 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 Page 117 of 540 Ordinance Number: ____________ Page 5 of 37 Description: Combination Tax and Revenue Certificates of Obligation, Series 2016 Date Approved: May 10, 2016 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 Chapter 1201, Texas Government Code, as amended, and particularly Subchapter D 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. (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 Certificates, 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 transferred 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 Page 118 of 540 Ordinance Number: ____________ Page 6 of 37 Description: Combination Tax and Revenue Certificates of Obligation, Series 2016 Date Approved: May 10, 2016 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 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 Certificate 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 Certificate is registered in the Registration Books as the absolute owner of such Certificate for the purpose of payment of principal, premium, if any, and interest, with respect to such Certificate, for the purp oses 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 Page 119 of 540 Ordinance Number: ____________ Page 7 of 37 Description: Combination Tax and Revenue Certificates of Obligation, Series 2016 Date Approved: May 10, 2016 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 effective 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 sh own in the Registration Books, shall receive a 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. (f) Successor Securities Depository; Transfer Outside Book-Entry-Only System. In the event that the City determines to discontinue the book-entry system through DTC or a successor or DTC determines to discontinue providing its services with respect to the 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., 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 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 Certificate 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 Certificate and all notices with respect to such Certificate shall be made and given, respectively, in the manner provided in the Blanket Representation of the City to DTC. (h) Initial Certificate. The Certificates herein authorized shall be initially issued as fully registered certificates, being one certificate for each maturity in the denomination of the applicable principal amount and the initial Certificate shall be registered in the name of the initial purchaser or the designees thereof as set forth in Section 12 hereof. The initial Certificate shall be the Certificate 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 initial purchaser. Immediately after the delivery of the initial Certificate, the Paying Agent/Registrar shall cancel the initial Certificate delivered hereunder and exchange therefor Certificates in the form of a separate single fully registered Certificate 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. Page 120 of 540 Ordinance Number: ____________ Page 8 of 37 Description: Combination Tax and Revenue Certificates of Obligation, Series 2016 Date Approved: May 10, 2016 Section 5. FORM OF CERTIFICATE. The form of the Certificate, 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 are permitted or required by this Ordinance. 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 2016 INTEREST RATE DATE OF CERTIFICATES MATURITY DATE CUSIP NO. April 15, 2016 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 initial delivery of the Certificates, on February 15, 2017, 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 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 , as hereinafter defined, 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. 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, any payment to the securities depository, or its nominee or registered assigns, shall be made in accordance with existing arrangements between the City and the securities depository. Page 121 of 540 Ordinance Number: ____________ Page 9 of 37 Description: Combination Tax and Revenue Certificates of Obligation, Series 2016 Date Approved: May 10, 2016 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 Certificate at maturity, or upon the date fixed for its redemption prior to maturity, at The Bank of New York Mellon Trust Company, N.A., which is the "Paying Agent/Registrar" for this Certificate at their office in Dallas, Texas (the "Designated Payment/Transfer Office"). The payment of interest on this Certificate 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 b y the Paying Agent/Registrar on, and payable solely from, funds of the City required by the ordinance authorizing the issuance of this Certificate (the "Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first -class postage prepaid, on each such interest payment date, to the Registered Owner hereof, at its address as it appeared on the 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 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 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. 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. ANY ACCRUED INTEREST due at maturity or upon the redemption of this Certificate prior to 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 or interest payment date for this Certificate it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Certificates, when due. Page 122 of 540 Ordinance Number: ____________ Page 10 of 37 Description: Combination Tax and Revenue Certificates of Obligation, Series 2016 Date Approved: May 10, 2016 IF THE DATE for the payment of the principal of or interest on this Certificate 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 CERTIFICATE is one of a series of Certificates dated April 15, 2016, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $_____________ (the "Certificates"), the payment in whole or in part of contractual obligations incurred or to be incurred for: (1) constructing, improving, extending, expanding, upgrading and developing City streets, bridges, sidewalks, intersections and related traffic improvements including purchasing any necessary right-of-way and equipment, including for Mays Street, SH 29, Austin Avenue, Wolf Ranch Parkway, Woodlawn Avenue, Hintz Road, Hershey Avenue and Highknoll Lane; (2) improving and upgrading the City's waste collection and transfer facility; (3) constructing and installing accessibility improvements at City buildings and facilities in accordance with the Americans with Disabilities Act; (4) constructing, improving, upgrading and equipping City park and recreational buildings, facilities and improvements, including improvements to Rivery Park, streetscaping and open space design in the City's downtown and accessibility improvements in accordance with the Americans with Disabilities Act; (5) acquiring and upgrading public safety vehicles and equipment, including fire trucks and related equipment; (6) acquiring and upgrading information technology equipment at City facilities; (7) constructing, improving, extending, expanding and upgrading the City's storm water drainage facilities; (8) constructing, improving and extending waterworks and sewer improvements to the City's utility system and related costs and the acquisition of any necessary easements or land and (9) professional services including fiscal, engineering, architectural and legal fees and other such costs incurred in connection therewith including the costs of issuing the Certificates. ON AUGUST 15, 2025, or on any date thereafter, the Certificates of this series maturing on and after August 15, 2026 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). THE CERTIFICATES maturing on August 15, 20____ (the "Term Certificates") are subject to mandatory sinking fund redemption by lot or other customary method prior to maturity in the following amounts, on the following dates and at a price of par plus accrued interest to the redemption date. Certificates Maturing August 15, 20_____ Redemption Date Principal Amount Page 123 of 540 Ordinance Number: ____________ Page 11 of 37 Description: Combination Tax and Revenue Certificates of Obligation, Series 2016 Date Approved: May 10, 2016 August 15, 20__ $_________ August 15, 20___* _________* *Final Maturity THE PRINCIPAL AMOUNT of the Term Certificates required to be redeemed pursuant to the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option of the City by the principal amount of any Term Certificates of the stated maturity which, at least 50 days prior to a mandatory redemption date, (1) shall have been acquired by the City, at a price not exceeding the principal amount of such Term Certificates plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City with monies in the Interest and Sinking Fund at a price not exceeding the principal amount of the Term Certificates plus accrued interest to the date of purchase thereof, or (3) shall have been redeemed pursuant to the optional redemption provisions and not theretofore credited against a mandatory sinking fund redemption requirement. NO LESS THAN 30 days prior to the date fixed for any 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; 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 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 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 Certificates shall be redeemed a substitute Certificate 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 Own er upon the surrender thereof for cancellation, at the expense of the City, all as provided in the Ordinance. WITH RESPECT TO any optional redemption of the Certificates, unless certain prerequisites to such redemption required by the Ordinance have been met and moneys sufficient to pay the principal of and premium, if any, and interest on the Certificates to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state that said redemption may, at the option of the City, be conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of Page 124 of 540 Ordinance Number: ____________ Page 12 of 37 Description: Combination Tax and Revenue Certificates of Obligation, Series 2016 Date Approved: May 10, 2016 redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no force and effect, the City shall not redeem such Certificates and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Certificates have not been redeemed. 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 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, havin g 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 procedures set forth in the 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 satisfactory 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 assignment 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 Paying 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. WHENEVER the beneficial ownership of this Certificate is determined by a book entry at a securities depository for the Certificates, the foregoing requirements of holding, delivering or transferring this Certificate shall be modified to require the appropriate person or entity to meet Page 125 of 540 Ordinance Number: ____________ Page 13 of 37 Description: Combination Tax and Revenue Certificates of Obligation, Series 2016 Date Approved: May 10, 2016 the requirements of the securities depository as to registering or transferring the book entry to produce the same effect. IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the City, resigns, or otherwise ceases to act as such, the City has covenanted in the Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Registered Owners of the 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 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 System, which amount shall not exceed $10,000 all as provided in the Ordinance. BY BECOMING the Registered Owner of this Certificate, the Registered Owner thereby acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in the official minutes and records of the City Council, and agrees that the terms and provisions of this Certificate and the 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 duly impressed, or placed in facsimile, on this Certificate. ____________________________________ ___________________________________ City Secretary Mayor (SEAL) FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE Page 126 of 540 Ordinance Number: ____________ Page 14 of 37 Description: Combination Tax and Revenue Certificates of Obligation, Series 2016 Date Approved: May 10, 2016 (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 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 Mellon Trust Company, N.A. Paying Agent/Registrar By _______________________________ Authorized Representative FORM OF ASSIGNMENT ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto ______________________________________________________________________________ ______________________________________________________________________________ Please insert Social Security or Taxpayer Identification Number of Transferee ______________________________________________________________________________ ______________________________________________________________________________ (Please print or typewrite name and address, including zip code, of Transferee) _____________________________________________________________________________ the within 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: ___________________________ Page 127 of 540 Ordinance Number: ____________ Page 15 of 37 Description: Combination Tax and Revenue Certificates of Obligation, Series 2016 Date Approved: May 10, 2016 Signature Guaranteed: ___________________________________ ___________________________________ NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. NOTICE: The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF REGISTRATION CERTIFICATE OF THE COMPTROLLER OF PUBLIC ACCOUNTS COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Certificate has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and that this Certificate has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this ______________________________ Comptroller of Public Accounts of the State of Texas (COMPTROLLER'S SEAL) INSERTIONS FOR THE INITIAL CERTIFICATE The initial Certificate shall be in the form set forth in this Section, except that: A. immediately under the name of the Certificate, the headings "INTEREST RATE" and "MATURITY DATE" shall both be completed with the words "As shown below" and "CUSIP NO." shall be deleted. B. the first paragraph shall be deleted and the following will be inserted: "ON THE MATURITY DATE SPECIFIED BELOW, the City of Georgetown, Texas (the "City"), being a political subdivision, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), on August 15 in each of the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: Year Amount Rate Page 128 of 540 Ordinance Number: ____________ Page 16 of 37 Description: Combination Tax and Revenue Certificates of Obligation, Series 2016 Date Approved: May 10, 2016 (Information from Sections 2 and 3 to be inserted) The City promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360-day year of twelve 30-day months) from the initial date of delivery of the Certificates at the respective Interest Rate per annum specified above. Interest is payable on February 15, 2017 and semiannually on each August 15 and February 15 thereafter to the date of payment of the principal installment specified above; except, that if this 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 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." C. The initial Certificate shall be numbered "T-1." Section 6. INTEREST AND SINKING FUND. A special "Interest and Sinking Fund" is hereby created and shall be established and maintained by the City at an official depository bank of 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 Certificates. All ad valorem taxes levied and collected for and on account of the Certificates shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year while any of the Certificates are outstanding and unpaid, the City Council shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient, within the limit prescribed by law, to raise and produce the money required to pay the interest on the Certificates as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of the Certificates as such principal matures (but never less than 2% of the original amount of the Certificates as a sinking fund each year); and the tax shall be based on the latest approved tax rolls of the City, with full allowances 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 Certificates are outstanding and unpaid, and the tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Sinking Fund. The ad valorem taxes sufficient to provide for the payment of the interest on and principal of the Certificates, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law. Accrued interest on the Certificates, if any, shall be deposited in the Interest and Sinking Fund and used to pay interest on the Certificates. 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 System after payment of all operation and maintenance expenses or collections 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 any part of the net revenues of the City's System, with such amount not exceeding $10,000, constituting "Surplus Page 129 of 540 Ordinance Number: ____________ Page 17 of 37 Description: Combination Tax and Revenue Certificates of Obligation, Series 2016 Date Approved: May 10, 2016 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 or other lawfully available funds 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 or other lawfully available funds then on deposit in the Interest and Sinking Fund or budgeted for deposit therein. Whenever used in this Ordinance the Term "System" means the City's combined electric, waterworks and sewer system as defined in Ordinance No. 98-34. The Mayor and the Chief Financial Officer of the City 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 subsections (c) and (e) of this Section, when payment of the principal of such Certificate, plus interest thereon to the due date or dates (whether such due date or dates be by reason of maturity, upon redemption, or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof (including the giving of any required notice of redemption) or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar or a commercial bank or trust company for such payment (1) lawful money of the United States of America sufficient to make such payment, (2) Defeasance Securities, certified by an independent public accounting firm of national reputation to mature as to principal and interest in such amounts and at such times as will ensure the availability, without reinvestment, of sufficient money to provide for such payment and when proper arrangements have been made by the City with the Paying Agent/Registrar or a commercial bank or trust company for the payment of its services until all Defeased Certificates shall have become due and payable or (3) any combination of (1) and (2). At such time as a Certificate shall be 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 herein levied as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Defeasance Securities and thereafter the City will have no further responsibility with respect to amounts available to such Paying Agent/Registrar (or other financial institution permitted by applicable law) for the payment of such Defeased Certificate, including any insufficiency therein caused by the failure of the Paying Agent/Registrar (or other financial institution permitted by law) to receive payment when due on the Defeasance Securities. (b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of a Certificate as aforesaid when proper notice of redemption of such Certificates shall have been given, in accordance with this Ordinance. Any money so deposited with the Paying Agent/Registrar or a commercial bank or trust company as provided in this Section may at the discretion of the City Council also be invested in Defeasance Securities, maturing in the amounts and at the times as hereinbefore set forth, and all income from all Defeasance Securities in Page 130 of 540 Ordinance Number: ____________ Page 18 of 37 Description: Combination Tax and Revenue Certificates of Obligation, Series 2016 Date Approved: May 10, 2016 possession of the Paying Agent/Registrar or a commercial bank or trust company pursuant to this Section which is not required for the payment of such Certificate and premium, if any, and interest thereon with respect to which such money has been so deposited, shall be remitted to the City Council. (c) Notwithstanding any provision of any other Section of this Ordinance which may be contrary to the provisions of this Section, all money or Defeasance Securities set aside and held in trust pursuant to the provisions of this Section for the payment of principal of the Certificates and premium, if any, and interest thereon, shall be applied to and used solely for the payment of the particular Certificates and premium, if any, and interest thereon, with respect to which such money or Defeasance Securities have been so set aside in trust. Until all Defeased Certificates shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased 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. (d) Notwithstanding anything elsewhere in this Ordinance, if money or Defeasance Securities have been deposited or set aside with the Paying Agent/Registrar or a commercial bank or trust company pursuant to this Section for the payment of Certificates and such Certificates shall not have in fact been actually paid in full, no amendment of the provisions of this Section shall be made without the consent of the registered owner of each Certificate affected thereby. (e) Notwithstanding the provisions of subsection (a) immediately above, to the extent that, upon the defeasance of any Defeased Certificate to be paid at its maturity, the City retains the right under Texas law to later call that Defeased Certificate for redemption in accordance with the provisions of the Ordinance authorizing its issuance, the City may call such Defeased Certificate for redemption upon complying with the provisions of Texas law and upon the satisfaction of the provisions of subsection (a) immediately above with respect to such Defeased Certificate as though it was being defeased at the time of the exercise of the option to redeem the Defeased Certificate and the effect of the redemption is taken into account in determining the sufficiency of the provisions made for the payment of the Defeased Certificate. As used in this section, "Defeasance Securities" means (i) Federal Securities, (ii) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the City Council adopts or approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the funding of an escrow to effect the defeasance of the Certificates are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent, (iii) noncallable obligations of a state or an agency or a City, municipality, or other political subdivision of a state that have been refunded and that, on the date the City Council adopts or approves proceedings authorizing the issuance of refunding certificates or otherwise provide for the funding of an escrow to effect the defeasance of the Certificates, are rated as to investment quality by a nationally recognized investment rating firm no less than "AAA" or its equivalent and (iv) any other then authorized securities or obligations under applicable Texas law that may be used to defease obligations such as the Certificates. "Federal Securities" as used herein means direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America. Page 131 of 540 Ordinance Number: ____________ Page 19 of 37 Description: Combination Tax and Revenue Certificates of Obligation, Series 2016 Date Approved: May 10, 2016 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 o f 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 mutilated. (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 continuing 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 Subchapter B of Texas Government Code, Chapter 1206, this Section of this Ordinance shall constitute authority for the issuance of any such replacement Certificate 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 Certificates is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Certificate in the form and manner and with the effect, as provided in Section 4(a) of this Ordinance for Certificate issued in conversion and exchange for other Certificates. Section 10. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND Page 132 of 540 Ordinance Number: ____________ Page 20 of 37 Description: Combination Tax and Revenue Certificates of Obligation, Series 2016 Date Approved: May 10, 2016 CONTINGENT INSURANCE PROVISION, 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, be printed on the Certificates 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 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 CERTIFICATES. (a) Covenants. The City covenants to take any action necessary to assure, or refrain from any action which would adversely affect, the treatment of the 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: (1) 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 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 Certificates, in contravention of section 141(b)(2) of the Code; (2) to take any action to assure that in the event that the "private business use" described in subsection (1) hereof exceeds 5 percent of the proceeds of the 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 "r elated" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (3) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the 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; (4) 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; Page 133 of 540 Ordinance Number: ____________ Page 21 of 37 Description: Combination Tax and Revenue Certificates of Obligation, Series 2016 Date Approved: May 10, 2016 (5) 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; (6) 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 -- (A) 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 Certificates are issued, (B) amounts invested in a bona fide debt service fund, within the meaning of section l.148-1(b) of the Treasury Regulations, and (C) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Certificates; (7) 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); and (8) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the 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. (b) Rebate Fund. In order to facilitate compliance with the above covenant (8), a "Rebate Fund" is hereby established by the City for the sole benefit of the United States of America, and such fund shall not be subject to the claim of any other person, including without limitation the Certificateholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. (c) Proceeds. The City understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds not expended prior to the date of issuance of the Certificates. 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 Page 134 of 540 Ordinance Number: ____________ Page 22 of 37 Description: Combination Tax and Revenue Certificates of Obligation, Series 2016 Date Approved: May 10, 2016 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 City Manager or Chief Financial Officer of the City to execute any documents, certificates or reports required by the Code and to make such elections, on beh alf of the City, which may be permitted by the Code as are consistent with the purpose for the issuance of the Certificates. This Ordinance is intended to satisfy the official intent requirements set forth in Section 1.150-2 of the Treasury Regulations. (d) Allocation Of, and Limitation On, Expenditures for the Project. The City covenants to account for the expenditure of sale proceeds and investment earnings to be used for the purposes described in Section 1 of this Ordinance (the "Project") on its book s and records in accordance with the requirements of the Code. The City recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the Project is completed; but in no event later than three years after the date on which the original expenditure is paid. The foregoing notwithstanding, the City recognizes that in order for proceeds to be expended under the Code, the sale proceeds or investment earnings must be expended no more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Certificates, or (2) the date the Certificates are retired. The City agrees to obtain the advice of nationally- recognized bond counsel if such expenditure fails to comply with the foregoing to assure that such expenditure will not adversely affect the tax-exempt status of the Certificates. For purposes of this subsection, the City shall not be obligated to comply with this covenant if it obtains an opinion of nationally-recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. (e) Disposition of Project. The City covenants that the property constituting the Project will not be sold or otherwise disposed of in a transaction resulting in the receipt by the City of cash or other compensation, unless the City obtains an opinion of nationally-recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of the Certificates. For purposes of this subsection, the portion of the property comprising personal property and disposed of in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes of this subsection, the City shall not be obligated to comply with this covenant if it obtains an opinion of nationally-recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. Section 12. SALE OF CERTIFICATES. The Certificates are hereby sold to the bidder whose bid produced the lowest true interest cost, pursuant to the taking of public bids therefor, on this date, and shall be delivered to _________________ (the APurchaser@) at a price of $___________ (representing the par amount of the Certificates of $__________ plus a reoffering premium of $_______________). It is hereby officially found, determined and declared that the Page 135 of 540 Ordinance Number: ____________ Page 23 of 37 Description: Combination Tax and Revenue Certificates of Obligation, Series 2016 Date Approved: May 10, 2016 terms of this sale are the most advantageous reasonably obtainable and are in the best interest of the City. The Certificates shall initially be registered in the name of the Purchaser. Section 13. DEFAULT AND REMEDIES. (a) Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default: (i) the failure to make payment of the principal of or interest on any of the Certificates when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement or obligation of the City, the failure to perform which materially, adversely affects the rights of the Registered Owners of the Bonds, including, but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any Registered Owner to the City. (b) Remedies for Default. (i) Upon the happening of any Event of Default, then and in every case, any Registered Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees therefor, may proceed against the City, or any official, officer or employee of the City in their official capacity, for the purpose of protecting and enforcing the rights of the Registered Owners under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Registered Owners hereunder or any combination of such remedies. (ii) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Registered Owners of Certificates then outstanding. (c) Remedies Not Exclusive. (i) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Ordinance. (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. (iii) By accepting the delivery of a Bond authorized under this Ordinance, such Registered Owner agrees that the certifications required to effectuate any covenants or Page 136 of 540 Ordinance Number: ____________ Page 24 of 37 Description: Combination Tax and Revenue Certificates of Obligation, Series 2016 Date Approved: May 10, 2016 representations contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or trustees of the City or the City Council. (iv) None of the members of the City Council, nor any other official or officer, agent, or employee of the City, shall be charged personally by the Registered Owners with any liability, or be held personally liable to the Registered Owners under any term or provision of this Ordinance, or because of any Event of Default or alleged Event of Default under this Ordinance. Section 14. INTEREST EARNINGS ON CERTIFICATE PROCEEDS. Interest earnings 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 certificates shall be so rebated and not considered as interest earnings for the purposes of this Section. Section 15. APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT, LETTER OF REPRESENTATIONS AND OFFICIAL STATEMENT. Attached hereto as Exhibit "A" is a substantially final form of Paying Agent/Registrar Agreement with an attached Blanket Letter of Representations. Each the Mayor, the City Manager and the Chief Financial Officer are hereby authorized to amend, complete or modify such agreement as necessary and are further authorized to execute such agreement. The City confirms execution of a Blanket Issuer Letter of Representations with DTC establishing the Book-Entry-Only System which will be utilized with respect to the Certificates. The City hereby approves the form and content of the Notice of Sale and Preliminary Official Statement and Official Statement relating to the Certificates and any addenda, supplement or amendment thereto, and approves the distribution of such Official Statement in the reoffer ing of the Certificates by the initial Purchaser in final form, with such changes therein or additions thereto as the officer executing the same may deem advisable, such determination to be conclusively evidenced by his execution thereof. The distribution and use of the Preliminary Official Statement dated April ____, 2016, prior to the date hereof is ratified and confirmed. The City Council of the City hereby finds and determines that the Preliminary Official Statement and the Official Statement were and are "deemed final" (as that term is defined in 17 C.F.R. Section 240.15c-12) as of their respective dates. Section 16. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports. The City shall provide annually to the MSRB, (1) within six months after the end of each fiscal year of the City ending in or after 2016, financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 15 of this Ordinance, being information of the type described in Exhibit "B" hereto, including financial statements of the City if audited financial statements of the City are then available, and Page 137 of 540 Ordinance Number: ____________ Page 25 of 37 Description: Combination Tax and Revenue Certificates of Obligation, Series 2016 Date Approved: May 10, 2016 (2) if not provided as part of such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit "B" hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and in substantially the form included in the official statement, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within 12 months after any such fiscal year end, then the City shall file unaudited financial statements within such 12-month period and audited financial statements for the applicable fiscal year, when and if the audit report on such statements becomes available. If the City changes its fiscal year, it will notify the MSRB 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 that is available to the public on the MSRB's internet web site or filed with the SEC. All documents provided to the MSRB pursuant to this Section shall be accompanied by identifying information as prescribed by the MSRB. (b) Event Notices. The City shall notify the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of ten business days after the occurrence of the event, of any of the following events with respect to the Certificates: A. Principal and interest payment delinquencies; B. Non-payment related defaults, if material within the meaning of the federal securities laws; C. Unscheduled draws on debt service reserves reflecting financial difficulties; D. Unscheduled draws on credit enhancements reflecting financial difficulties; E. Substitution of credit or liquidity providers, or their failure to perform; F. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Certificates, or other events affecting the tax status of the Certificates; G. Modifications to rights of holders of the Certificates, if material within the meaning of the federal securities laws; Page 138 of 540 Ordinance Number: ____________ Page 26 of 37 Description: Combination Tax and Revenue Certificates of Obligation, Series 2016 Date Approved: May 10, 2016 H. Certificate calls, if material within the meaning of the federal securities laws and tender offers; I. Defeasances; J. Release, substitution, or sale of property securing repayment of the Certificates, if material within the meaning of the federal securities laws; K. Rating changes; L. Bankruptcy, insolvency, receivership or similar event of the City; M. The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material within the meaning of the federal securities laws; and N. Appointment of a successor or additional trustee or the change of name of a trustee, if material within the meaning of the federal securities laws. The City shall notify the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with subsection (a) of this Section by the time required by such subsection. All documents provided to the MSRB pursuant to this Section shall be accompanied by identifying information as prescribed by the MSRB. (c) Limitations, Disclaimers, and Amendments. The 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 Certificates within the meaning of the Rule, except that the City in any event will give notice of any deposit made in accordance with Section 8 of this Ordinance that causes the Certificates no longer to be outstanding. The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Certificates, 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 Certificates at any future date. Page 139 of 540 Ordinance Number: ____________ Page 27 of 37 Description: Combination Tax and Revenue Certificates of Obligation, Series 2016 Date Approved: May 10, 2016 UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY CERTIFICATE 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 this Ordinance for purposes of any other provision of this Ordinance. Should the Rule be amended to obligate the City to make filings with or provide notices to entities other than the MSRB, the City hereby agrees to undertake such obligation with respect to the Certificates in accordance with the Rule as amended. 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 Certificates in the primary offering of the Certificates 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 Certificates 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 Certificates. 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 paragraph (a) of this Section 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 Certificates in the primary offering of the Certificates. (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. "Rule" means SEC Rule 15c2-12, as amended from time to time. Page 140 of 540 Ordinance Number: ____________ Page 28 of 37 Description: Combination Tax and Revenue Certificates of Obligation, Series 2016 Date Approved: May 10, 2016 "SEC" means the United States Securities and Exchange Commission. Section 17. AMENDMENT OF ORDINANCE. The City hereby reserves the right to amend this Ordinance subject to the following terms and conditions, to-wit: (a) The City may from time to time, without the consent of any holder, except as otherwise required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any ambiguity, defect or omission in this Ordinance that does not materially adversely affect the interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as shall not be inconsistent with the provisions of this Ordinance and that shall not materially adversely affect the interests of the holders, (iv) qualify this Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time in effect, (v) obtain insurance or ratings on the Certificates, (vi) obtain the approval of the Attorney General of the State Texas, or (vii) make such other provisions in regard to matters or questions arising under this Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall not in the opinion of the City's Bond Counsel materially adversely affect the interests of the holders. (b) Except as provided in paragraph (a) above, the holders of Certificates aggregating in principal amount 51% of the aggregate principal amount of then outstanding Certificates that are the subject of a proposed amendment shall have the right from time to time to approve any amendment hereto that may be deemed necessary or desirable by the City; provided, however, that without the consent of 100% of the holders in aggregate principal amount of the then outstanding Certificates, nothing herein contained shall permit or be construed to permit amendment of the terms and conditions of this Ordinance or in any of the Certificates so as to: (1) Make any change in the maturity of any of the outstanding Certificates; (2) Reduce the rate of interest borne by any of the outstanding Certificates; (3) Reduce the amount of the principal of, or redemption premium, if any, payable on any outstanding Certificates; (4) Modify the terms of payment of principal or of interest or redemption premium on outstanding Certificates or any of them or impose any condition with respect to such payment; or (5) Change the minimum percentage of the principal amount of any series of Certificates necessary for consent to such amendment. (c) If at any time the City shall desire to amend this Ordinance under this Section, the City shall send by U.S. mail to each registered owner of the affected Certificates a copy of the proposed amendment and cause notice of the proposed amendment to be published at least once in a financial publication published in The City of New York, New York or in the State of Texas. Page 141 of 540 Ordinance Number: ____________ Page 29 of 37 Description: Combination Tax and Revenue Certificates of Obligation, Series 2016 Date Approved: May 10, 2016 Such published notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the office of the City for inspection by all holders of such Certificates. (d) Whenever at any time within one year from the date of publication of such notice the City shall receive an instrument or instruments executed by the holders of at least 51% in aggregate principal amount of all of the Certificates then outstanding that are required for the amendment, which instrument or instruments shall refer to the proposed amendment and that shall specifically consent to and approve such amendment, the City may adopt the amendment in substantially the same form. (e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be modified and amended in accordance with such amendatory Ordinance, and the respective rights, duties, and obligations of the City and all holders of such affected Certificates shall thereafter be determined, exercised, and enforced, subject in all respects to such amendment. (f) Any consent given by the holder of a Certificate pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the publication of the notice provided for in this Section, and shall be conclusive and binding upon all future holders of the same Certificate during such period. Such consent may be revoked at any time after six months from the date of the publication of said notice by the holder who gave such consent, or by a successor in title, by filing notice with the City, but such revocation shall not be effective if the holders of 51% in aggregate principal amount of the affected Certificates then outstanding, have, prior to the attempted revocation, consented to and approved the amendment. Section 18. NO RECOURSE AGAINST CITY OFFICIALS. No recourse shall be had for the payment of principal of or interest on any Certificates or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Certificates. Section 19. FURTHER ACTIONS. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Certificates, the initial sale and delivery of the Certificates, the Paying Agent/Registrar Agreement, any insurance commitment letter or agreement or insurance policy and the Official Statement. In addition, prior to the initial delivery of the Certificates, the Mayor, the City Manager or the Chief Financial Officer of the City, the City Attorney and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in or der to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement, (ii) obtain a rating from any of the national bond rating agencies or satisfy requirements of the Bond Insurer, or (iii) obtain the approval of the Certificates by the Texas Attorney General's office. Page 142 of 540 Ordinance Number: ____________ Page 30 of 37 Description: Combination Tax and Revenue Certificates of Obligation, Series 2016 Date Approved: May 10, 2016 In case any officer of the City whose signature shall appear on any Certificate shall cease to be such officer before the delivery of such Certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. Section 20. INTERPRETATIONS. All terms defined herein and all pronouns used in this Ordinance shall be deemed to apply equally to singular and plural and to all genders. The titles and headings of the articles and sections of this Ordinance and the Table of Contents of this Ordinance have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof. This Ordinance and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the validity of the Certificates and the validity of the lien on and pledge of the Pledged Revenues to secure the payment of the Certificates. Section 21. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. Section 22. INTERESTED PARTIES. Nothing in this Ordinance expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the City and the registered owners of the Certificates, any right, remedy or claim under or by reason of this Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Ordinance contained by and on behalf of the City shall be for the sole and exclusive benefit of the City and the registered owners of the Certificates. Section 23. INCORPORATION OF RECITALS. The City hereby finds that the statements set forth in the recitals of this Ordinance are true and correct, and the City hereby incorporates such recitals as a part of this Ordinance. Section 24. SEVERABILITY. If any provision of this Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application thereof to other circumstances shall nevertheless be valid, and this governing body hereby declares that this Ordinance would have been enacted without such invalid provision. Section 25. EFFECTIVE DATE. This Ordinance shall become effect immediately from and after its passage on first and final reading in accordance with Section 1201.028, Texas Government Code, as amended. Section 26. PERFECTION. Chapter 1208, Government Code, applies to the issuance of the Certificates and the pledge of ad valorem taxes and surplus net revenues granted by the City under Sections 6 and 7 of this Ordinance, and such pledge is therefore valid, effective and perfected. If Texas law is amended at any time while the Certificates are outstanding and unpaid such that the pledge of ad valorem taxes and surplus net revenues granted by the City under Sections 6 and 7 of this Ordinance is to be subject to the filing requirements of Chapter 9, Business & Commerce Code, then in order to preserve to the registered owners of the Certificates the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions Page 143 of 540 Ordinance Number: ____________ Page 31 of 37 Description: Combination Tax and Revenue Certificates of Obligation, Series 2016 Date Approved: May 10, 2016 of Chapter 9, Business & Commerce Code and enable a filing to perfect the security interest in said pledge to occur. Section 27. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby authorizes the disbursement of a fee equal to the lesser of (i) one-tenth of one percent of the principal amount of the Certificates or (ii) $9,500, provided that such fee shall not be less than $750, to the Attorney General of Texas Public Finance Division for payment of the examination fee charged by the State of Texas for the Attorney General's review and approval of public securities and credit agreements, as required by Section 1202.004 of the Texas Government Code. The appropriate member of the City's staff is hereby instructed to take the necessary measures to make this payment. The City is also authorized to reimburse the appropriate City funds for such payment from proceeds of the Certificates. Page 144 of 540 GTOWN/CO/2016: Ordinance Sig Pg CO Ord IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and approved on the first and final reading on the 26th day of April, 2016. THE CITY OF GEORGETOWN: ____________________________________ Dale Ross, Mayor City of Georgetown, Texas ATTEST: ____________________________________ Shelley Nowling, City Secretary APPROVED AS TO FORM: _____________________________________ Charlie McNabb, City Attorney Page 145 of 540 GTOWN/CO/2016: Ordinance A-1 EXHIBIT "A" Paying Agent\Registrar Agreement Page 146 of 540 GTOWN/CO/2016: Ordinance B-1 EXHIBIT "B" The following information is referred to in Section 16 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: (1) Table 1 - Valuation, Exemptions and Ad Valorem Tax Debt; (2) Table 2 - Taxable Assessed Valuations by Category; (3) Table 3 - Valuation and Ad Valorem Tax Debt History; (4) Table 4 - Tax Rate, Levy and Collection History; (5) Table 5 - Ten Largest Taxpayers; (6) Table 8 - Pro-Forma Ad Valorem Tax Debt Service Requirements; (7) Table 10 – Authorized by Unissued General Obligation Bonds; and (8) Table 11 – General Fund Revenues and Expenditure History; and (9) Table 12 – Municipal Sales Tax History. (10) Appendix B. Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to in the paragraph above. Page 147 of 540 City of Georgetown, Texas City Council Regula r Meeting April 26, 2016 SUBJECT: Fi rst Readi ng of an Ordinance authori zi ng the Issuance o f City of Georgetown, Texas G eneral Obl i gati on Bonds, Seri es 2016, autho rizing the levy of an Ad Valorem Tax in support of the Bonds, approving an Official Statement, a P aying Agent/Registrar Agreement and other related docume nts, awarding the Sale of the Bonds and authorizing other matte rs relating to the bonds -- Laurie Brewer, Assistant City Manager (acti on requi red) ITEM SUMMARY: G ENERAL OB LIG ATION BONDS = $13,115,0 00 Consi de r ati on and acti on w i th respect to "Ordi nance Autho ri zi ng the Issuanc e o f Ci ty of Georg e tow n, Texas G eneral Obl i gati on B o nds, Seri es 2016; Authori zi ng the Le vy of an Ad Val ore m Tax i n Suppo r t of the B o nds; Approvi ng an Offi ci al State me nt, a P ayi ng Agent/Regi strar Agree me nt and Other Rel ated Documents; Aw ardi ng the Sal e of the B onds and Authori zi ng Other Matte r s Rel ati ng to the Bonds;" 2008 Parks Bond Authorization 20 Year Bonds Gare y P ark $3,000,000 2015 Transportation Authorization 20 Year Bonds Southwest ByP ass $10,000,000 Subtotal – net pro c e eds $13,000,000 Estimated issuance co sts $115,000 Total issue (may c hange slightly with issuance costs) $13,115,000 2008 Authorizatio n S umma ry To date, the City has issued $9,285,000 of $35.5 million autho rized by City voters in No vember 2008 for park improvements. Garey Park was included within this autho rization as an eligible proje c t. With the issuance of these bonds, there is $2 3,2 15 ,00 0 of bond authorization remaining that has not been issue d. 2015 Authorizatio n S umma ry To date, the City will have issued $20 million of $11 5 million authorized by City vo ters in May 2015. The Southwest Bypass was included within this authorization as an eligible project. With the issuance of these bonds, $95 million of autho rizatio n will remain that has no t been issued. COMMENTS Actual interest rates fo r this debt issue will not be determined until just prior to the re ading of the ordinance at the Council meeting on April 2 6, 2016. Pl ease note al l o r di nances w i l l be approved and effecti ve on F i rst Readi ng i n ac c ordance w i th Secti on 1201.028, Texas G o vernment Code. FINANCIAL IMPACT: Page 148 of 540 The estimated tax impact of this issue is $0.0155 base d on the 2015 assessed valuation and will be included in the upcoming tax rate for fiscal year 2017. SUBMITTED BY: Laurie Brewer, Assistant City Manager - kj ATTACHMENT S: Description GO Bo nds Ordinanc e Page 149 of 540 GTOWN\GO\16: Ordinance ORDINANCE NO. 2016-____ ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION BONDS, SERIES 2016; AUTHORIZING THE LEVY OF AN AD VALOREM TAX IN SUPPORT OF THE BONDS; APPROVING AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT AND OTHER RELATED DOCUMENTS; AWARDING THE SALE OF THE BONDS AND AUTHORIZING OTHER MATTERS RELATING TO THE BONDS Adopted April 26, 2016 Page 150 of 540 GTOWN\GO\16: Ordinance i ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION BONDS, SERIES 2016; AUTHORIZING THE LEVY OF AN AD VALOREM TAX IN SUPPORT OF THE BONDS; APPROVING AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT AND OTHER RELATED DOCUMENTS; AWARDING THE SALE OF THE BONDS AND AUTHORIZING OTHER MATTERS RELATING TO THE BONDS TABLE OF CONTENTS Page Preamble ..........................................................................................................................................1 Section 1. RECITALS, AMOUNT AND PURPOSE OF THE BONDS AND VISION STATEMENT ...........................................................................................3 Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS AND MATURITIES OF BONDS .....................................................................................3 Section 3. INTEREST ...............................................................................................................4 Section 4. CHARACTERISTICS OF THE BONDS ................................................................4 Section 5. FORM OF BOND ....................................................................................................8 Section 6. TAX LEVY ............................................................................................................15 Section 7. DEFEASANCE OF BONDS .................................................................................16 Section 8. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS .....18 Section 9. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED.............................19 Section 10. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE BONDS .........................................................................................................19 Section 11. SALE OF BONDS .................................................................................................21 Section 12. DEFAULT AND REMEDIES ...............................................................................22 Section 13. APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT, LETTER OF REPRESENTATIONS AND OFFICIAL STATEMENT ...............23 Section 14. CONTINUING DISCLOSURE UNDERTAKING ...............................................23 Page 151 of 540 GTOWN\GO\16: Ordinance ii Section 15. AMENDMENT OF ORDINANCE .......................................................................26 Section 16. NO RECOURSE AGAINST CITY OFFICIALS ..................................................28 Section 17. FURTHER ACTIONS ...........................................................................................28 Section 18. INTERPRETATIONS ...........................................................................................28 Section 19. INCONSISTENT PROVISIONS ..........................................................................28 Section 20. INTERESTED PARTIES ......................................................................................29 Section 21. INCORPORATION OF RECITALS .....................................................................29 Section 22. SEVERABILITY ...................................................................................................29 Section 23. EFFECTIVE DATE ...............................................................................................29 Section 24. PERFECTION .......................................................................................................29 Section 25. PAYMENT OF ATTORNEY GENERAL FEE ....................................................29 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT .............................................. A-1 EXHIBIT B DESCRIPTION OF ANNUAL FINANCIAL INFORMATION ........................B-1 Page 152 of 540 GTOWN\GO\16: Ordinance ORDINANCE NO. 2016-___ ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION BONDS, SERIES 2016; AUTHORIZING THE LEVY OF AN AD VALOREM TAX IN SUPPORT OF THE BONDS; APPROVING AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT AND OTHER RELATED DOCUMENTS; AWARDING THE SALE OF THE BONDS AND AUTHORIZING OTHER MATTERS RELATING TO THE BONDS THE STATE OF TEXAS ' COUNTY OF WILLIAMSON ' CITY OF GEORGETOWN ' WHEREAS, at an election held within the City of Georgetown, Texas (the "City") on November 4, 2008 the voters of the City authorized the City Council of the City to issue in one or more series the bonds set forth in the proposition set forth below: PROPOSITION NO. 2 Shall the City Council of the City of Georgetown, Texas, be authorized to issue the bonds of the City, in one or more series or issues, in the aggregate principal amount of $35,500,000 with the bonds of each such series or issues, respectively, to mature serially within not to exceed forty years from their date, and to be sold at such prices and bear interest at such rates, as shall be determined within the discretion of the City Council, in accordance with law at the time of issuance, for the purpose of constructing, acquiring, improving, renovating, developing and/or equipping, land, buildings and facilities for park and recreational purposes, to wit: acquisition of parkland and open space/preserve land, constructing pedestrian and bike trail improvements, improvements to Garey Park, renovations to San Gabriel Park including an amphitheater and related infrastructure and other costs; and shall said City Council be authorized to levy and cause to be assessed and collected annual ad valorem taxes on all taxable property in the City in an amount sufficient to pay the annual interest on said bonds and provide a sinking fund to pay the bonds at maturity? WHEREAS, the City Council has previously issued its General Obligation Bonds, Series 2009 in the aggregate principal amount of $1,175,000, its General Obligation Bonds, Series 2010 in the aggregate principal amount of $1,370,000, its General Obligation Bonds, Series 2010A in the aggregate principal amount of $9,430,000, its General Obligation Bonds, Series 2014 in the aggregate principal amount of $4,800,000 and its General Obligation Bonds, Series 2015 in the aggregate principal amount of $4,345,000 utilizing a total of $21,120,000 of the November 4, 2008 Proposition No. 2 and has reserved the right to issue the remaining $24,880,000 of bonds authorized but unissued from the November 4, 2008 Proposition No. 2 authorization; Page 153 of 540 GTOWN\GO\16: Ordinance 2 WHEREAS, the City Council deems it to be in the best interest of the City to issue $____________ of the Proposition No. 2 authorizing, reserving the right from time to time to issue the remaining $_________ of bonds authorized but unissued from the November 4, 2008 Proposition No. 2 authorization; and WHEREAS, at an election held within the City of Georgetown, Texas (the "City") on May 9, 2015 the voters of the City authorized the City Council of the City to issue in one or more series the bonds set forth in the proposition set forth below: PROPOSITION Shall the City Council of the City of Georgetown, Texas, be authorized to issue the bonds of the City, in one or more series or issues, in the aggregate principal amount of $105,000,000 with the bonds of each such series or issues, respectively, to mature serially within not to exceed twenty- five years from their date, and to be sold at such prices and bear interest at such rates, as shall be determined within the discretion of the City Council, in accordance with law at the time of issuance, for the purpose of constructing, improving, extending, expanding, upgrading and/or developing streets, roads, bridges, and intersections, to wit: (i) Northwest Blvd Bridge-Fontana Dr to Austin Ave, Rivery Blvd Extension-Williams Dr to Northwest Blvd, IH 35 NB Frontage Road- Williams Dr to Lakeway Bridge, Southwest Bypass-Wolf Ranch Pkwy to Leander Rd, Wolf Ranch Pkwy-DB Wood Dr to Southwest Bypass, Intersection/Capital Pool, Leander Bridge at IH 35, NE Inner Loop-Stadium Dr to FM 971, Stadium Dr (CR 151)-Austin Ave to NE Inner Loop, Southwestern Blvd-Raintree Dr to SE Inner Loop, SH 29 (Haven Lane to SH 130),Leander Rd (RM 2243)- 400ft W of SW Bypass to River Ridge, DB Wood Dr- SH 29 to Oak Ridge Dr, Southwest Bypass-Wolf Ranch Pkwy to SH29, sidewalk, safety and ADA accessibility pool and related utility relocation, sidewalk, safety and operational improvements, purchase of any necessary rights-of-way, drainage and other related costs and (ii) preliminary engineering and rights-of-way acquisition for Williams Dr-Rivery Blvd. to Frontage Rd, IH 35 SB Frontage Road- Williams Dr to Rivery Blvd, SE Inner Loop- Southwestern Blvd to IH 35, SE Inner Loop-SH 29 to Southwestern Blvd, Shell Rd-Williams Dr to Shell Spur Rd, DB Wood Dr-Oak Ridge Dr to Lake Overlook Dr; and shall said City Council be authorized to levy and cause to be assessed and collected annual ad valorem taxes on all taxable property in the City in an amount sufficient to pay the annual interest on said bonds and provide a sinking fund to pay the bonds at maturity? WHEREAS, the City Council has previously issued its General Obligation Bonds, Series 2015A utilizing $$10,075,000 of the May 9, 2015 Proposition authorization and reserved the right to issue the remaining $94,925,000 of bonds authorized but unissued from the May 9, 2015 Proposition authorization; and WHEREAS, the City Council deems it to be in the best interest of the City to issue $____________ pursuant to the May 9, 2015 Proposition authorization, reserving the right to issue the remaining $_________ of bonds authorized but unissued from the May 9, 2015 Proposition authorization; and Page 154 of 540 GTOWN\GO\16: Ordinance 3 WHEREAS, it is hereby officially found and determined that the meeting at which this Ordinance was passed was open to the public, and public notice of the time, place and purpose of the meeting was given, all as required by Chapter 551, Texas Government Code. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF GEORGETOWN, TEXAS: Section 1. RECITALS, AMOUNT AND PURPOSE OF THE BONDS AND VISION STATEMENT. (a) Recitals, Amount and Purpose. The recitals set forth in the preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this section. The Bond or Bonds of the City are hereby authorized to be issued pursuant to Chapter 1331, Texas Government Code, as amended and delivered in the aggregate principal amount of $______________ for the purpose of: (1) issuing $____________ to construct, acquire, improve, renovate, develop and/or equip, land, buildings and facilities for park and recreational purposes pursuant to Proposition No. 2 approved at the November 4, 2008 election, (2) issuing $_________ to construct, improve, extend, expand, upgrade and/or develop streets, roads, bridges and intersections, including sidewalks, in accordance with the Proposition approved at the May 9, 2015 election and (3) paying the costs associated with the issuance of the Bonds. (b) Vision Statement. The City Council hereby finds that the enactment of this Ordinance and issuance of the Bonds complies with the Vision Statement of the City. Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS AND MATURITIES OF BONDS. Each bond issued pursuant to this Ordinance shall be designated: "CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION BOND, SERIES 2016" and initially there shall be issued, sold, and delivered hereunder fully registered bonds, without interest coupons, dated April 15, 2016, in the respective denominations and principal amounts hereinafter stated, numbered consecutively from R-1 upward (except the Initial Bond submitted to the Attorney General of the State of Texas which will be numbered T-1), payable to the respective initial registered owners thereof (as designated in Section 11 hereof), or to the registered assignee or assignees of the Bonds or any portion or portions thereof (in each case, the "Registered Owner"), and the Bonds shall mature and be payable serially on August 15 in each of the years and in the principal amounts, respectively, as set forth in the following schedule: YEARS AMOUNTS YEARS AMOUNTS 2017 $ 2027 $ 2018 2028 2019 2029 2020 2030 2021 2031 2022 2032 2023 2033 2024 2034 2025 2035 2026 2036 Page 155 of 540 GTOWN\GO\16: Ordinance 4 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 RATES YEARS RATES 2017 % 2027 % 2018 2028 2019 2029 2020 2030 2021 2031 2022 2032 2023 2033 2024 2034 2025 2035 2026 2036 Interest shall be payable in the manner provided and on the dates stated in the FORM OF BOND set forth in this Ordinance. Section 4. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer, Conversion and Exchange; Authentication. The City shall keep or cause to be kept at The Bank of New York Mellon Trust Company, National Association in Dallas, Texas (the "Paying Agent/Registrar") books or records for the registration of the transfer, conversion and exchange of the Bonds (the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers, conversions and exchanges under such reasonable regulations as the City and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein provided within three days of presentation in due and proper form. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the Registered Owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each Registered Owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The City shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The Paying Agent/Registrar shall make a copy of the Registration Books available in the State of Texas. The City shall pay the Paying Agent/Registrar's standard or customary fees and Page 156 of 540 GTOWN\GO\16: Ordinance 5 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 orders, orders, or resolutions need be passed or adopted by the governing body of the City or any other body or person so as to accomplish the foregoing conversion and exchange of any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in the manner prescribed herein, and the Bonds shall be of type composition printed on paper with lithographed or steel engraved borders of customary weight and strength. Pursuant to Chapter 1206, Texas Government Code, as amended, and particularly Subchapter B thereof, the duty of conversion and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the Bond, the converted and exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Bonds which initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts. (b) Payment of Bonds and Interest. The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the City and the Paying Agent/Registrar with respect to the Bonds, and of all conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Registered Owner appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. (c) In General. The Bonds (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Bonds to be payable only to the Registered Owners thereof, (ii) may be transferred and assigned, (iii) may be converted and exchanged for other Bonds, (iv) shall have the characteristics, (v) shall be signed, sealed, executed and authenticated, (vi) the principal of and interest on the Bonds shall be payable, and (vii) shall be administered and the Paying Agent/Registrar and the City shall have certain duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF BOND set forth in this Ordinance. The Bonds initially Page 157 of 540 GTOWN\GO\16: Ordinance 6 issued and delivered pursuant to this Ordinance are not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in conversion of and exchange for any Bond or Bonds issued under this Ordinance the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION 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 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 Page 158 of 540 GTOWN\GO\16: Ordinance 7 respect to principal of or interest on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, but to the extent permitted by law, the City and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose of payment of principal of and interest, with respect to such Bond, for the purposes of registering transfers with respect to such Bond, and for all other purposes of registering transfers with respect to such Bonds, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the Bonds only to or upon the order of the respective Registered Owners, as shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to payment of principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in the Registration Books, shall receive a Bond evidencing the obligation of the City to make payments of principal, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks being mailed to the registered owner at the close of business on the Record Date the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. (f) Successor Securities Depository; Transfer Outside Book-Entry-Only System . In the event that the City determines to discontinue the book-entry system through DTC or a successor or DTC determines to discontinue providing its services with respect to the Bond, the City shall either (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names the Registered Owner transferring or exchanging Bond shall designate, in accordance with the provisions of this Ordinance. (g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Letter of Representations of the City to DTC. (h) DTC Blanket Letter of Representations. The City confirms execution of a Blanket Issuer Letter of Representations with DTC establishing the Book-Entry-Only System which will be utilized with respect to the Bonds. (i) Cancellation of Initial Bond. On the closing date, one Initial Bond representing the entire principal amount of the Bonds, payable in stated installments to the order of the purchaser of the Bonds or its designee set forth in Section 11 of this Ordinance, executed by manual or Page 159 of 540 GTOWN\GO\16: Ordinance 8 facsimile signature of the Mayor or Mayor Pro-tem and City Secretary, approved by the Attorney General of Texas, and registered and manually signed by the Comptroller of Public Accounts of the State of Texas, will be delivered to such initial purchaser set forth in Section 11 of this Ordinance or its designee. Upon payment for the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond and deliver to DTC on behalf of such purchaser one registered definitive Bond for each year of maturity of the Bonds, in the aggregate principal amount of all the Bonds for such maturity. Section 5. FORM OF BOND. The form of the Bond, including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment, the form of initial Bond and the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Bonds initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance including any reproduction of an opinion of counsel and information regarding the issuance of any bond insurance policy. FORM OF BOND NO. R- UNITED STATES OF AMERICA PRINCIPAL STATE OF TEXAS AMOUNT WILLIAMSON COUNTY $__________ CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION BOND, SERIES 2016 INTEREST RATE DATE OF BOND MATURITY DATE CUSIP NO. April 15, 2016 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS ON THE MATURITY DATE specified above, GEORGETOWN, TEXAS (the "City"), being a political subdivision of the State of Texas, hereby promises to pay to the Registered Owner set forth above, or registered assigns (hereinafter called the "Registered Owner") the principal amount set forth above, and to pay interest thereon from the initial date of delivery of the Bonds, on February 15, 2017 and semiannually thereafter on each February 15 and August 15 to the maturity date specified above, or the date of redemption prior to maturity, at the interest rate per annum specified above calculated on the basis of a 360-day year of twelve 30-day months; except that if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such principal amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such Page 160 of 540 GTOWN\GO\16: Ordinance 9 principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged or converted from is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full. Notwithstanding the foregoing, during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, any payment to the securities depository, or its nominee or registered assigns, shall be made in accordance with existing arrangements between the City and the securities depository. THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Bond shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at maturity or upon the date fixed for its redemption prior to maturity, at The Bank of New York Mellon Trust Company, N.A., (the "Paying Agent/Registrar") at their office for payment in Dallas, Texas (the "Designated Payment/Transfer Office"). The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the Registered Owner hereof on each interest payment date by check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the City required by the ordinance authorizing the issuance of this Bond (the "Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the Registered Owner hereof, at its address as it appeared on the close of business on the last business day of the month next preceding each such date (the "Record Date") on the registration books kept by the Paying Agent/Registrar (the "Registration Books"). In addition, interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Registered Owner. In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each owner of a Bond appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. DURING ANY PERIOD in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the City and the securities depository. ANY ACCRUED INTEREST due at maturity as provided herein shall be paid to the Registered Owner upon presentation and surrender of this Bond for payment at the Designated Payment/Transfer Office of the Paying Agent/Registrar. The City covenants with the Registered Owner of this Bond that on or before each payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Ordinance, the Page 161 of 540 GTOWN\GO\16: Ordinance 10 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 April 15, 2016, authorized in accordance with the Constitution and laws of the State of Texas in the aggregate principal amount of $______________ FOR THE PURPOSE OF: (1) ISSUING $____________ TO CONSTRUCT, ACQUIRE, IMPROVE, RENOVATE, DEVELOP AND/OR EQUIP, LAND, BUILDINGS AND FACILITIES FOR PARK AND RECREATIONAL PURPOSES PURSUANT TO PROPOSITION NO. 2 APPROVED AT THE NOVEMBER 4, 2008 ELECTION, (2) ISSUING $_________ TO CONSTRUCT, IMPROVE, EXTEND, EXPAND, UPGRADE AND/OR DEVELOP STREETS, ROADS, BRIDGES AND INTERSECTION, INCLUDING SIDEWALKS, IN ACCORDANCE WITH THE PROPOSITION APPROVED AT THE MAY 9, 2015 ELECTION AND (3) PAYING THE COSTS ASSOCIATED WITH THE ISSUANCE OF THE BONDS. ON AUGUST 15, 2025, or on any date thereafter, the Bonds of this Series maturing on and after August 15, 2026 may be redeemed prior to their scheduled maturities, at the option of the City, with funds derived from any available and lawful source, at par plus accrued interest to the date fixed for redemption as a whole, or from time to time in part, and, if in part, the particular maturities to be redeemed shall be selected and designated by the City and if less than all of a maturity is to be redeemed, the Paying Agent/Registrar shall determine by lot the Bonds, or a portion thereof, within such maturity to be redeemed (provided that a portion of a Bond may be redeemed only in an integral multiple of $5,000). THE BONDS MATURING ON August 15, 20___ are subject to mandatory sinking fund redemption by lot prior to maturity in the following amounts on the following dates and at a price of par plus accrued interest to the redemption date ("Term Bonds"). Term Bonds Maturing August 15, 20___* Redemption Date Principal Amount August 15, 20___ $________ August 15, 20___* __________* __________ *Final Maturity THE PRINCIPAL AMOUNT of the Term Bonds required to be redeemed pursuant to the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option Page 162 of 540 GTOWN\GO\16: Ordinance 11 of the City by the principal amount of any Term Bonds of the stated maturity which, at least 50 days prior to a mandatory redemption date, (1) shall have been acquired by the City at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City with monies in the Interest and Sinking Fund at a price not exceeding the principal amount of the Term Bonds plus accrued interest to the date of purchase thereof, or (3) shall have been redeemed pursuant to the optional redemption provisions and not theretofore credited against a mandatory sinking fund redemption requirement. NO LESS THAN 30 days prior to the date fixed for any 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; provided, however, that the failure to send, mail or receive such notice, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Bonds. By the date fixed for any such redemption due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or portions thereof which are to be so redeemed. If due provision for such payment is made, all as provided above, the Bonds or portions thereof which are to be so redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the right of the Registered Owner to receive the redemption price from the Paying Agent/Registrar out of the funds provided for such payment. If a portion of any Bonds shall be redeemed a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the Registered Owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in the Ordinance. WITH RESPECT TO any optional redemption of the Bonds, unless certain prerequisites to such redemption required by the Ordinance have been met and moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state that said redemption may, at the option of the City, be conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no force and effect, the City shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Bonds have not been redeemed. ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Ordinance, this Bond, or any unredeemed portion hereof, may, at the request of the Registered Owner or the assignee or assignees hereof, be assigned, transferred, converted into and exchanged Page 163 of 540 GTOWN\GO\16: Ordinance 12 for a like aggregate principal amount of fully registered Bonds, without interest coupons, payable to the appropriate Registered Owner, assignee or assignees, as the case may be, having the same denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Bond may be executed by the Registered Owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions hereof from time to time by the Registered Owner. The Paying Agent/Registrar's reasonable standard or customary fees and charges for assigning, transferring, converting and exchanging any Bond or portion thereof will be paid by the City. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to make any such transfer, conversion, or exchange during the period commencing on the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date. WHENEVER the beneficial ownership of this Bond is determined by a book entry at a securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring this Bond shall be modified to require the appropriate person or entity to meet the requirements of the securities depository as to registering or transferring the book entry to produce the same effect. IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the City, resigns, or otherwise ceases to act as such, the City has covenanted in the Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Registered Owners of the Bonds. IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly authorized, issued, and delivered; that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this Bond have been performed, existed, and been done in accordance with law; and that ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such interest comes due, and as such principal matures, have been levied and ordered to be levied against all taxable property in the City, and have been pledged for such payment, within the limit prescribed by law. BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in Page 164 of 540 GTOWN\GO\16: Ordinance 13 the official minutes and records of the governing body of the City, and agrees that the terms and provisions of this Bond and the Ordinance constitute a contract between each Registered Owner hereof and the City. IN WITNESS WHEREOF, the City has caused this Bond to be signed with the manual or facsimile signature of the Mayor of the City and countersigned with the manual or facsimile signature of the City Secretary and has caused the official seal of the City to be duly impressed, or placed in facsimile, on this Bond. _______________________________ ___________________________________ City Secretary Mayor [CITY SEAL] FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Bond is not accompanied by an executed Registration Certificate of the Comptroller of Public Accounts of the State of Texas) It is hereby certified that this Bond has been issued under the provisions of the Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or replacement of, or in exchange for, a Bond, Bonds, or a portion of a Bond or Bonds of a Series which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION Paying Agent/Registrar By_______________________________ Authorized Representative FORM OF ASSIGNMENT ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto Page 165 of 540 GTOWN\GO\16: Ordinance 14 ________________________________________________________________________ ________________________________________________________________________ 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 NOTICE: The signature above guaranteed by a member firm of must correspond with the name the New York Stock Exchange or of the Registered Owner as it a commercial bank or trust company. appears upon the front of this Bond in every particular, with- out alteration or enlargement or any change whatsoever. FORM OF REGISTRATION CERTIFICATE OF THE COMPTROLLER OF PUBLIC ACCOUNTS FOR THE INITIAL BOND ONLY: COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Bond has been approved by the Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this ____________________. Page 166 of 540 GTOWN\GO\16: Ordinance 15 Comptroller of Public Accounts of the State of Texas [COMPTROLLER'S SEAL] INSERTIONS FOR THE INITIAL BOND The Initial Bond shall be in the form set forth in this Section, except that: A. immediately under the name of the Bond, the headings "INTEREST RATE" and "MATURITY DATE" shall both be completed with the words "As shown below" and "CUSIP NO." shall be deleted. B. the first paragraph shall be deleted and the following will be inserted: "ON THE MATURITY DATE SPECIFIED BELOW, the City of Georgetown, Texas (the "City"), being a political subdivision, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), in each of the years on August 15 in the principal installments and bearing interest at the per annum rates set forth in the following schedule: Years Amounts Rates (Information from Sections 2 and 3 to be inserted) The City promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360-day year of twelve 30-day months) from the initial date of delivery of the Bonds at the respective Interest Rate per annum specified above. Interest is payable on February 15, 2017 and semiannually on each February 15 and August 15 thereafter to the date of payment of the principal installment specified above; except, that if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such principal amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full." C. The initial Bond shall be numbered "T-1." Section 6. TAX LEVY. (a) Payment of the Bonds. A special Interest and Sinking Fund (the "Interest and Sinking Fund") is hereby created solely for the benefit of the Bonds, and the Interest and Sinking Fund shall be established and maintained by the City at an official depository bank of the City. The Interest and Sinking Fund shall be kept separate and apart from Page 167 of 540 GTOWN\GO\16: Ordinance 16 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. Accrued interest on the Bonds, if any, shall be deposited in the Interest and Sinking Fund. Section 7. DEFEASANCE OF BONDS (a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent provided in subsections (c) and (e) of this Section, when payment of the principal of such Bond, plus interest thereon to the due date or dates (whether such due date or dates be by reason of maturity, upon redemption, or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof (including the giving of any required notice of redemption or the establishment of irrevocable provisions for the giving of such notice) or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar or an eligible trust company or commercial bank for such payment (1) lawful money of the United States of America sufficient to make such payment, (2) Defeasance Securities, certified by an independent public accounting firm of national reputation to mature as to principal and interest in such amounts and at such times as will ensure the availability, without reinvestment, of sufficient money to provide for such payment and when proper arrangements have been made by the City with the Paying Agent/Registrar or an eligible trust company or commercial bank for the payment of its services until all Defeased Bonds shall have become due and payable or (3) any combination of (1) and (2). At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Defeasance Securities and thereafter the City will have no further responsibility with respect to amounts available to such Paying Agent/Registrar (or other financial institution permitted by applicable law) for the payment of such Defeased Bond, including any insufficiency therein caused by the failure of the Paying Agent/Registrar (or other financial institution permitted by law) to receive payment when due on the Defeasance Securities. (b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of a Bond as aforesaid when proper notice of redemption of such Bonds shall have been given or upon the establishment of irrevocable provisions for the giving of such notice, in accordance with this Ordinance. Any money so deposited with the Paying Agent/Registrar or an eligible trust company Page 168 of 540 GTOWN\GO\16: Ordinance 17 or commercial bank as provided in this Section may at the discretion of the City also be invested in Defeasance Securities, maturing in the amounts and at the times as hereinbefore set forth, and all income from all Defeasance Securities in possession of the Paying Agent/Registrar or an eligible trust company or commercial bank pursuant to this Section which is not required for the payment of such Bond and premium, if any, and interest thereon with respect to which such money has been so deposited, shall be remitted to the City. (c) Notwithstanding any provision of any other Section of this Ordinance which may be contrary to the provisions of this Section, all money or Defeasance Securities set aside and held in trust pursuant to the provisions of this Section for the payment of principal of the Bonds and premium, if any, and interest thereon, shall be applied to and used solely for the payment of the particular Bonds and premium, if any, and interest thereon, with respect to which such money or Defeasance Securities have been so set aside in trust. Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the City shall make proper arrangements to provide and pay for such services as required by this Ordinance. (d) Notwithstanding anything elsewhere in this Ordinance, if money or Defeasance Securities have been deposited or set aside with the Paying Agent/Registrar or an eligible trust company or commercial bank pursuant to this Section for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment of the provisions of this Section shall be made without the consent of the registered owner of each Bond affected thereby. (e) Notwithstanding the provisions of subsection (a) immediately above, to the extent that, upon the defeasance of any Defeased Bond to be paid at its maturity, the City retains the right under Texas law to later call that Defeased Bond for redemption in accordance with the provisions of this Ordinance, the City may call such Defeased Bond for redemption upon complying with the provisions of Texas law and upon the satisfaction of the provisions of subsection (a) immediately above with respect to such Defeased Bond as though it was being defeased at the time of the exercise of the option to redeem the Defeased Bond and the effect of the redemption is taken into account in determining the sufficiency of the provisions made for the payment of the Defeased Bond. As used herein, "Defeasance Securities" means (i) Federal Securities, (ii) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the City adopts or approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the funding of an escrow to effect the defeasance of the Bonds are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent, (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the City adopts or approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the funding of an escrow to effect the defeasance of the Bonds, are rated as to investment quality by a nationally recognized investment rating firm no less than "AAA" or its equivalent and (iv) any other then authorized securities or obligations under applicable Texas law that may be used to defease obligations such as the Bonds. Page 169 of 540 GTOWN\GO\16: Ordinance 18 "Federal Securities" as used herein means direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America. Section 8. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new Bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter provided. (b) Application for Replacement Bonds. Application for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds shall be made by the Registered Owner thereof to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the Registered Owner applying for a replacement bond shall furnish to the City and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond, the Registered Owner shall furnish to the City and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Bond, as the case may be. In every case of damage or mutilation of a Bond, the Registered Owner shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any such Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Bond, the City may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement Bond, the Paying Agent/Registrar shall charge the Registered Owner of such Bond with all legal, printing, and other expenses in connection therewith. Every replacement Bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under this Ordinance. (e) Authority for Issuing Replacement Bonds. In accordance with Subchapter B of Texas Government Code, Chapter 1206, this Section of this Ordinance shall constitute authority for the issuance of any such replacement Bond without necessity of further action by the governing body of the City or any other body or person, and the duty of the replacement of such Bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with the effect, as provided in Section 4(a) of this Ordinance for Bonds issued in conversion and exchange for other Bonds. Page 170 of 540 GTOWN\GO\16: Ordinance 19 Section 9. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED. The Mayor of the City is hereby authorized to have control of the Bonds initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Bonds pending their delivery and their investigation, examination, and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Bonds the Comptroller of Public Accounts (or a deputy designated in writing to act for the Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Bonds, and the seal of the Comptroller shall be impressed, or placed in facsimile, on such Certificate. The approving legal opinion of the City's Bond Counsel and the assigned CUSIP numbers may, at the option of the City, be printed on the Bonds issued and delivered under this Ordinance, but neither shall have any legal effect, and shall be solely for the convenience and information of the Registered Owners of the Bonds. In addition, if bond insurance or other credit enhancement is obtained, the Bonds may bear an appropriate legend. Section 10. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE BONDS. (a) Covenants. The City covenants to take any action necessary to assure, or refrain from any action which would adversely affect, the treatment of the Bonds as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the City covenants as follows: (1) to take any action to assure that no more than 10 percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds of the Bonds or the projects financed therewith are so used, such amounts, whether or not received by the City, with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Bonds, in contravention of section 141(b)(2) of the Code; (2) to take any action to assure that in the event that the "private business use" described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" which is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (3) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; (4) to refrain from taking any action which would otherwise result in the Bonds being treated as "private activity bonds" within the meaning of section 141(b) of the Code; Page 171 of 540 GTOWN\GO\16: Ordinance 20 (5) to refrain from taking any action that would result in the Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code; (6) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Bonds, other than investment property acquired with -- (A) proceeds of the Bonds invested for a reasonable temporary period of 3 years or less or, in the case of a refunding bond, for a period of 30 days, (B) amounts invested in a bona fide debt service fund, within the meaning of section l.148-1(b) of the Treasury Regulations, and (C) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds; (7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings); and (8) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. (b) Rebate Fund. In order to facilitate compliance with the above covenant (8), a "Rebate Fund" is hereby established by the City for the sole benefit of the United States of America, and such fund shall not be subject to the claim of any other person, including without limitation the bondholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. (c) Proceeds. The City understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds not expended prior to the date of issuance of the Bonds. It is the understanding of the City that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the City will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the Page 172 of 540 GTOWN\GO\16: Ordinance 21 exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the City agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance of such intention, the City hereby authorizes and directs the City Manager or Chief Financial Officer of the City to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the City, which may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds. This Ordinance is intended to satisfy the official intent requirements set forth in Section 1.150-2 of the Treasury Regulations. (d) Allocation Of, and Limitation On, Expenditures for the Project. The City covenants to account for the expenditure of sale proceeds and investment earnings to be used for the purposes described in Section 1 of this Ordinance (the "Project") on its books and records in accordance with the requirements of the Code. The City recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the Project is completed; but in no event later than three years after the date on which the original expenditure is paid. The foregoing notwithstanding, the City recognizes that in order for proceeds to be expended under the Code, the sale proceeds or investment earnings must be expended no more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Bonds, or (2) the date the Bonds are retired. The City agrees to obtain the advice of nationally-recognized bond counsel if such expenditure fails to comply with the foregoing to assure that such expenditure will not adversely affect the tax-exempt status of the Bonds. For purposes hereof, the City shall not be obligated to comply with this covenant if it obtains an opinion that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. (e) Disposition of Project. The City covenants that the property constituting the projects financed therewith the proceeds of the Bonds will not be sold or otherwise disposed of in a transaction resulting in the receipt by the City of cash or other compensation, unless the City obtains an opinion of nationally-recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of the Bonds. For purposes of this subsection, the portion of the property comprising personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes of this subsection, the City shall not be obligated to comply with this covenant if it obtains an opinion of nationally recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. Section 11. SALE OF BONDS. The Bonds are hereby awarded and sold to the bidder whose bid produced the lowest true interest cost, pursuant to the taking of public bids therefor, on this date, and shall be delivered to ___________ (the "Purchaser") at a price of $_____________ (representing the par amount of the Bonds plus a bid premium of $____________). It is hereby officially found, determined and declared that the terms of this sale are the most advantageous Page 173 of 540 GTOWN\GO\16: Ordinance 22 reasonably obtainable and are in the best interest of the City. The Bonds shall initially be registered in the name of the Purchaser. Section 12. DEFAULT AND REMEDIES. (a) Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default: (i) the failure to make payment of the principal of or interest on any of the Bonds when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement or obligation of the City, the failure to perform which materially, adversely affects the rights of the Registered Owners of the Bonds, including, but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any Registered Owner to the City. (b) Remedies for Default. (i) Upon the happening of any Event of Default, then and in every case, any Registered Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees therefor, may proceed against the City, or any official, officer or employee of the City in their official capacity, for the purpose of protecting and enforcing the rights of the Registered Owners under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Registered Owners hereunder or any combination of such remedies. (ii) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Registered Owners of Bonds then outstanding. (c) Remedies Not Exclusive. (i) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Ordinance. (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. Page 174 of 540 GTOWN\GO\16: Ordinance 23 (iii) By accepting the delivery of a Bond authorized under this Ordinance, such Registered Owner agrees that the certifications required to effectuate any covenants or representations contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or trustees of the City or the City Council. (iv) None of the members of the City Council, nor any other official or officer, agent, or employee of the City, shall be charged personally by the Registered Owners with any liability, or be held personally liable to the Registered Owners under any term or provision of this Ordinance, or because of any Event of Default or alleged Event of Default under this Ordinance. Section 13. APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT, LETTER OF REPRESENTATIONS AND OFFICIAL STATEMENT. Attached hereto as Exhibit "A" is a substantially final form of Paying Agent/Registrar Agreement. Each the Mayor, the City Manager and the Chief Financial Officer of the City are hereby authorized to amend, complete or modify such agreement as necessary and are further authorized to execute such agreement. The City confirms execution of a Blanket Issuer Letter of Representations with DTC establishing the Book-Entry-Only System which will be utilized with respect to the Bonds. The City hereby approves the form and content of the Notice of Sale and Preliminary Official Statement and Official Statement relating to the Bonds and any addenda, supplement or amendment thereto, and approves the distribution of such Official Statement in the reoffering of the Bonds by the initial Purchaser in final form, with such changes therein or additions thereto as the officer executing the same may deem advisable, such determination to be conclusively evidenced by his execution thereof. The distribution and use of the Preliminary Official Statement dated April ____, 2016, prior to the date hereof is ratified and confirmed. The City Council of the City hereby finds and determines that the Preliminary Official Statement and the Official Statement were and are "deemed final" (as that term is defined in 17 C.F.R. Section 240.15c-12) as of their respective dates. Section 14. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports. The City shall provide annually to the MSRB, (1) within six months after the end of each fiscal year of the City ending in or after 2016, financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 13 of this Ordinance, being information of the type described in Exhibit "B" hereto, including financial statements of the City if audited financial statements of the City are then available, and (2) if not provided as part of such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit "B" hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and in substantially the form included in the official statement, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within 12 months after any such fiscal year end, then the City shall file unaudited Page 175 of 540 GTOWN\GO\16: Ordinance 24 financial statements within such 12-month period and audited financial statements for the applicable fiscal year, when and if the audit report on such statements becomes available. If the City changes its fiscal year, it will notify the MSRB 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 that is available to the public on the MSRB's internet web site or filed with the SEC. All documents provided to the MSRB pursuant to this Section shall be accompanied by identifying information as prescribed by the MSRB. (b) Event Notices. The City shall notify the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of ten business days after the occurrence of the event, of any of the following events with respect to the Bonds: A. Principal and interest payment delinquencies; B. Non-payment related defaults, if material within the meaning of the federal securities laws; C. Unscheduled draws on debt service reserves reflecting financial difficulties; D. Unscheduled draws on credit enhancements reflecting financial difficulties; E. Substitution of credit or liquidity providers, or their failure to perform; F. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other events affecting the tax status of the Bonds; G. Modifications to rights of holders of the Bonds, if material within the meaning of the federal securities laws; H. Bond calls, if material within the meaning of the federal securities laws and tender offers; I. Defeasances; J. Release, substitution, or sale of property securing repayment of the Bonds, if material within the meaning of the federal securities laws; K. Rating changes; Page 176 of 540 GTOWN\GO\16: Ordinance 25 L. Bankruptcy, insolvency, receivership or similar event of the City; M. The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material within the meaning of the federal securities laws; and N. Appointment of a successor or additional trustee or the change of name of a trustee, if material within the meaning of the federal securities laws. The City shall notify the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with subsection (a) of this Section by the time required by such subsection. All documents provided to the MSRB pursuant to this Section shall be accompanied by identifying information as prescribed by the MSRB. (c) Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the City in any event will give notice of any deposit made in accordance with Section 7 of this Ordinance that causes the Bonds 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 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. Page 177 of 540 GTOWN\GO\16: Ordinance 26 No default by the City in observing or performing its obligations under this Section shall comprise a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Should the Rule be amended to obligate the City to make filings with or provide notices to entities other than the MSRB, the City hereby agrees to undertake such obligation with respect to the Bonds in accordance with the Rule as amended. 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 paragraph (a) of this Section 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 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. "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. Section 15. AMENDMENT OF ORDINANCE. The City hereby reserves the right to amend this Ordinance subject to the following terms and conditions, to-wit: (a) The City may from time to time, without the consent of any holder, except as otherwise required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any ambiguity, defect or omission in this Ordinance that does not materially adversely affect Page 178 of 540 GTOWN\GO\16: Ordinance 27 the interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as shall not be inconsistent with the provisions of this Ordinance and that shall not materially adversely affect the interests of the holders, (iv) qualify this Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time in effect, (v) obtain insurance or ratings on the Bonds, (vi) obtain the approval of the Attorney General of the State of Texas, or (vii) make such other provisions in regard to matters or questions arising under this Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall not in the opinion of the City's Bond Counsel materially adversely affect the interests of the holders. (b) Except as provided in paragraph (a) above, the holders of Bonds aggregating in principal amount 51% of the aggregate principal amount of then outstanding Bonds that are the subject of a proposed amendment shall have the right from time to time to approve any amendment hereto that may be deemed necessary or desirable by the City; provided, however, that without the consent of 100% of the holders in aggregate principal amount of the then outstanding Bonds, nothing herein contained shall permit or be construed to permit amendment of the terms and conditions of this Ordinance or in any of the Bonds so as to: (1) Make any change in the maturity of any of the outstanding Bonds; (2) Reduce the rate of interest borne by any of the outstanding Bonds; (3) Reduce the amount of the principal of, or redemption premium, if any, payable on any outstanding Bonds; (4) Modify the terms of payment of principal or of interest or redemption premium on outstanding Bonds or any of them or impose any condition with respect to such payment; or (5) Change the minimum percentage of the principal amount of any series of Bonds necessary for consent to such amendment. (c) If at any time the City shall desire to amend this Ordinance under this Section, the City shall send by U.S. mail to each registered owner of the affected Bonds a copy of the proposed amendment and cause notice of the proposed amendment to be published at least once in a financial publication published in The City of New York, New York or in the State of Texas. Such published notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the office of the City for inspection by all holders of such Bonds. (d) Whenever at any time within one year from the date of publication of such notice the City shall receive an instrument or instruments executed by the holders of at least 51% in aggregate principal amount of all of the Bonds then outstanding that are required for the amendment, which instrument or instruments shall refer to the proposed amendment and that shall specifically consent to and approve such amendment, the City may adopt the amendment in substantially the same form. Page 179 of 540 GTOWN\GO\16: Ordinance 28 (e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be modified and amended in accordance with such amendatory Ordinance, and the respective rights, duties, and obligations of the City and all holders of such affected Bonds shall thereafter be determined, exercised, and enforced, subject in all respects to such amendment. (f) Any consent given by the holder of a Bond pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the publication of the notice provided for in this Section, and shall be conclusive and binding upon all future holders of the same Bond during such period. Such consent may be revoked at any time after six months from the date of the publication of said notice by the holder who gave such consent, or by a successor in title, by filing notice with the City, but such revocation shall not be effective if the holders of 51% in aggregate principal amount of the affected Bonds then outstanding, have, prior to the attempted revocation, consented to and approved the amendment. Section 16. NO RECOURSE AGAINST CITY OFFICIALS. No recourse shall be had for the payment of principal of or interest on the Bonds or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Bonds. Section 17. FURTHER ACTIONS. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Bonds, the initial sale and delivery of the Bonds, the Paying Agent/Registrar Agreement and the Official Statement. In addition, prior to the initial delivery of the Bonds, the Mayor, is hereby authorized and directed to approve any changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement or (ii) obtain the approval of the Bonds by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. Section 18. INTERPRETATIONS. All terms defined herein and all pronouns used in this Ordinance shall be deemed to apply equally to singular and plural and to all genders. The titles and headings of the articles and sections of this Ordinance have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof. This Ordinance and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the validity of the Bonds and the validity of the lien on and pledge to secure the payment of the Bonds. Section 19. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions, or parts thereof, which are in conflict or inconsistent with any provisions of this Ordinance are Page 180 of 540 GTOWN\GO\16: Ordinance 29 hereby repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. Section 20. INTERESTED PARTIES. Nothing in this Ordinance expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the City and the registered owners of the Bonds, any right, remedy or claim under or by reason of this Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Ordinance contained by and on behalf of the City shall be for the sole and exclusive benefit of the City and the registered owners of the Bonds. Section 21. INCORPORATION OF RECITALS. The City hereby finds that the statements set forth in the recitals of this Ordinance are true and correct, and the City hereby incorporates such recitals as a part of this Ordinance. Section 22. SEVERABILITY. The provisions of this Ordinance are severable; and in case any one or more of the provisions of this Ordinance or the application thereof to any person or circumstance should be held to be invalid, unconstitutional, or ineffective as to any person or circumstance, the remainder of this Ordinance nevertheless shall be valid, and the application of any such invalid provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby. Section 23. EFFECTIVE DATE. This Ordinance shall become effect immediately from and after its passage on first and final reading in accordance with Section 1201.028, Texas Government Code, as amended. Section 24. PERFECTION. Chapter 1208, Government Code, applies to the issuance of the Bonds and the pledge of ad valorem taxes granted by the City under Section 6 of this Ordinance, and such pledge is therefore valid, effective and perfected. If Texas law is amended at any time while the Bonds are outstanding and unpaid such that the pledge of ad valorem taxes granted by the City under Section 6 of this Ordinance is to be subject to the filing requirements of Chapter 9, Business & Commerce Code, then in order to preserve to the registered owners of the Bonds the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Business & Commerce Code and enable a filing to perfect the security interest in said pledge to occur. Section 25. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby authorizes the disbursement of a fee equal to the lesser of (i) one-tenth of one percent of the principal amount of each series of the Bonds or (ii) $9,500, provided that such fee shall not be less than $750, to the Attorney General of Texas Public Finance Division for payment of the examination fee charged by the State of Texas for the Attorney General's review and approval of public securities and credit agreements, as required by Section 1202.004 of the Texas Government Code. The appropriate member of the City's staff is hereby instructed to take the necessary measures to make this payment. The City is also authorized to reimburse the appropriate City funds for such payment from proceeds of the Bonds. Page 181 of 540 GTOWN\GO\16: Ordinance SigPg IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and approved on the first and final reading on the 26th day of April, 2016. THE CITY OF GEORGETOWN: Dale Ross, Mayor City of Georgetown, Texas ATTEST: Shelley Nowling, City Secretary APPROVED AS TO FORM: Charlie McNabb, City Attorney Page 182 of 540 GTOWN\GO\16: Ordinance A-1 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT Page 183 of 540 GTOWN\GO\16: Ordinance B-1 EXHIBIT B DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 14 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: (1) Table 1 – Valuation, Exemptions and Ad Valorem Tax Debt; (2) Table 2 – Taxable Assessed Valuations by Category; (3) Table 3 – Valuation and Ad Valorem Tax Debt History; (4) Table 4 – Tax Rate, Levy and Collection History; (5) Table 5 – Ten Largest Taxpayers; (6) Table 8 – Pro-Forma Ad Valorem Tax Debt Service Requirements; (7) Table 10 – Authorized But Unissued General Obligation Bonds; (8) Table 11 – General Fund Revenues and Expenditure History; and (9) Table 12 – Municipal Sales Tax History. (10) Appendix B. Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to in the paragraph above. Page 184 of 540 City of Georgetown, Texas City Council Regula r Meeting April 26, 2016 SUBJECT: Fi rst Readi ng of an Ordinance authori zi ng City o f Georgetown, Texas Uti l i ty System Revenue Bonds, Seri es 20 16 , authorizing the pledge o f certain revenues in support of the bonds, approving a Paying Agent/Registrar Agreement, an Official Stateme nt and other related documents and autho rizing other matters relate d to the Issuance of the Bonds -- Laurie Brewer, Assistant City Manager (acti on r e qui r ed) ITEM SUMMARY: Consi de r ati on and acti on w i th respect to "Ordi nance Authori zi ng Ci ty o f G eorg etow n, Texas Uti l i ty System Revenue Bonds, Seri es 2 01 6; Authori zi ng the P l e dg e of Certai n Revenues i n Support of the B onds; Approvi ng a Payi ng Ag ent/Regi strar Agreement, an Offi ci al Statement and Other Rel ated Documents; and Autho r i zi ng Other Matters Re l ate d to the Issuance o f the Bonds." Water Services system improvements –net proce e ds $8,010,000 Western District – Pa stor Pump Station Pecan Bra nch Interceptor Berry Cre e k In terceptor (Ph 2) Electric system improvements – net proceeds $1,795,000 Substatio n a nd co mmunication improvemen ts Total net proceeds $9,805,000 Estimated Issuance co sts 110,000 Total issue (may c hange with interest costs) $9,915,000 COMMENTS Actual interest rates fo r this debt issue will not be determined until just prior to the re ading of the ordinance at the Council meeting on April 2 6, 2016. Pl ease note al l ordi nances wi l l be approved and effecti ve o n Fi rst Readi ng i n accor danc e wi th Secti o n 1201.028, Texas G o vernment Code. FINANCIAL IMPACT: These bo nds are amortized o ver 20 years. All debt service payme nts related to these bonds will be funded with utility system re venues generated under the City’s c urrent rate struc ture, and will not result in an incre ase in rates in fiscal ye ar 2016. SUBMITTED BY: Laurie Brewer, Assistant City Manager - kj ATTACHMENT S: Description Utility Rev Bo nds Ord inance Page 185 of 540 GTOWN\USRB\2016: Ordinance ORDINANCE NO. 2016-___ ORDINANCE AUTHORIZING CITY OF GEORGETOWN, TEXAS UTILITY SYSTEM REVENUE BONDS, SERIES 2016; AUTHORIZING THE PLEDGE OF CERTAIN REVENUES IN SUPPORT OF THE BONDS; APPROVING A PAYING AGENT/REGISTRAR AGREEMENT, AN OFFICIAL STATEMENT AND OTHER RELATED DOCUMENTS; AND AUTHORIZING OTHER MATTERS RELATED TO THE ISSUANCE OF THE BONDS Adopted April 26, 2016 Page 186 of 540 GTOWN\USRB\2016: Ordinance i ORDINANCE AUTHORIZING CITY OF GEORGETOWN, TEXAS UTILITY SYSTEM REVENUE BONDS, SERIES 2016; AUTHORIZING THE PLEDGE OF CERTAIN REVENUES IN SUPPORT OF THE BONDS; APPROVING A PAYING AGENT/REGISTRAR AGREEMENT, AN OFFICIAL STATEMENT AND OTHER RELATED DOCUMENTS; AND AUTHORIZING OTHER MATTERS RELATED TO THE ISSUANCE OF THE BONDS Table of Contents Page Recitals .............................................................................................................................................1 Section 1. DEFINITIONS .........................................................................................................1 Section 2. AMOUNT AND PURPOSE OF THE BONDS. .....................................................1 Section 3. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND MATURITIES OF THE BONDS ............................................................................2 Section 4. INTEREST ...............................................................................................................2 Section 5. CHARACTERISTICS OF THE BONDS. ...............................................................3 (a) Registration, Transfer, and Exchange; Authentication ............................................3 (b) Payment of Bonds and Interest ................................................................................4 (c) In General.................................................................................................................4 (d) Substitute Paying Agent/Registrar ...........................................................................4 (e) Book-Entry-Only System for Bonds ........................................................................4 (f) Successor Securities Depository; Transfers Outside Book-Entry-Only Systems ....................................................................................................................5 (g) Payments to Cede & Co. ..........................................................................................6 (h) DTC Blanket Letter of Representations ...................................................................6 (i) Cancellation of Initial Bond .....................................................................................6 Section 6. FORM OF BOND ....................................................................................................6 Section 7. PLEDGE OF PLEDGED REVENUES. ..................................................................6 Section 8. SPECIAL FUNDS ...................................................................................................7 Section 9. REVENUE FUND ...................................................................................................7 Section 10. FLOW OF FUNDS ..................................................................................................7 Section 11. INTEREST AND SINKING FUND. .......................................................................8 Section 12. RESERVE FUND ....................................................................................................8 Section 13. EXCESS BOND PROCEEDS. ..............................................................................11 Section 14. DEFICIENCIES - EXCESS PLEDGED OR NET REVENUES ..........................11 Section 15. INVESTMENT OF FUNDS - VALUATION - TRANSFER OF INVESTMENT INCOME. ....................................................................................12 Section 16. PAYMENT OF PARITY OBLIGATIONS. ..........................................................12 Section 17. RATES AND CHARGES. ....................................................................................12 Section 18. GENERAL COVENANTS ....................................................................................13 (a) Performance ...........................................................................................................13 (b) City's Legal Authority ............................................................................................13 (c) Title ........................................................................................................................14 (d) Liens .......................................................................................................................14 (e) Operation of System; No Free Service ..................................................................14 Page 187 of 540 GTOWN\USRB\2016: Ordinance ii (f) Further Encumbrance .............................................................................................14 (g) Sale or Disposal of Property ..................................................................................14 (h) Insurance ................................................................................................................15 (i) Governmental Agencies .........................................................................................16 (j) No Competition ......................................................................................................16 (k) Disaggregation of System ......................................................................................16 Section 19. RECORDS AND ACCOUNTS - ANNUAL AUDIT ...........................................17 Section 20. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE BONDS ..................................................................................................17 (a) Covenants ...............................................................................................................17 (b) Rebate Fund ...........................................................................................................19 (c) Proceeds .................................................................................................................19 (d) Allocation Of, and Limitation On, Expenditures for the Project ...........................19 (e) Disposition of Project ............................................................................................19 Section 21. CONTINUING DISCLOSURE UNDERTAKING ...............................................20 (a) Annual Reports ......................................................................................................20 (b) Event Notices .........................................................................................................21 (c) Limitations, Disclaimers, and Amendments ..........................................................22 Section 22. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS .................................23 Section 23. FURTHER REQUIREMENTS FOR ADDITIONAL PARITY OBLIGATIONS .....................................................................................................25 Section 24. ISSUANCE OF SUBORDINATE LIEN OBLIGATIONS ...................................24 Section 25. ISSUANCE OF SPECIAL PROJECT OBLIGATIONS .......................................25 Section 26. LIMITED OBLIGATIONS OF THE CITY ..........................................................25 Section 27. SECURITY FOR FUNDS .....................................................................................25 Section 28. DEFAULT AND REMEDIES ...............................................................................25 Section 29. DEFEASANCE OF BONDS .................................................................................26 Section 30. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS ..................................................................................................................28 (a) Replacement Bonds ...............................................................................................28 (b) Application for Replacement Bonds ......................................................................28 (c) No Default Occurred ..............................................................................................28 (d) Charge for Issuing Replacement Bonds .................................................................28 (e) Authority for Issuing Replacement Bonds .............................................................28 Section 31. AMENDMENT OF ORDINANCE .......................................................................29 Section 32. SALE AND DELIVERY OF BONDS ..................................................................31 Section 33. CUSTODY, APPROVAL AND REGISTRATION OF BONDS; BOND COUNSEL'S OPINION, BOND INSURANCE AND CUSIP NUMBERS ................................................................................................31 Section 34. APPROVAL OF OFFICIAL STATEMENT ........................................................31 Section 35. ADDITIONAL INSURANCE PROVISIONS ......................................................32 Section 36. NO RECOURSE AGAINST CITY OFFICIALS ..................................................32 Section 37. FURTHER ACTIONS ...........................................................................................32 Section 38. INTERPRETATIONS ...........................................................................................32 Section 39. INCONSISTENT PROVISIONS ..........................................................................32 Page 188 of 540 GTOWN\USRB\2016: Ordinance iii Section 40. INTERESTED PARTIES ......................................................................................33 Section 41. INCORPORATION OF RECITALS .....................................................................33 Section 42. SEVERABILITY ...................................................................................................33 Section 43. EFFECTIVE DATE ...............................................................................................33 Section 44. PERFECTION .......................................................................................................33 Section 45. PAYMENT OF ATTORNEY GENERAL FEE ....................................................33 Exhibit A Definitions Exhibit B Form of Bond Exhibit C Description of Annual Financial Information Page 189 of 540 GTOWN\USRB\2016: Ordinance ORDINANCE NO. 2016-___ ORDINANCE AUTHORIZING CITY OF GEORGETOWN, TEXAS UTILITY SYSTEM REVENUE BONDS, SERIES 2016; AUTHORIZING THE PLEDGE OF CERTAIN REVENUES IN SUPPORT OF THE BONDS; APPROVING A PAYING AGENT/REGISTRAR AGREEMENT, AN OFFICIAL STATEMENT AND OTHER RELATED DOCUMENTS; AND AUTHORIZING OTHER MATTERS RELATED 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 determined to issue revenue bonds for the purpose of improvements and extensions to the City's System (hereinafter defined) and for the payment of professional services including legal, fiscal, architectural, engineer and any costs of issuance, and the City Council deems it necessary and desirable to issue such bonds at this time; and WHEREAS, the Bonds (hereinafter defined) authorized by this Ordinance are being issued and delivered pursuant to the City Charter and Chapter 1502, Texas Government Code, as amended, and any other applicable laws; and WHEREAS, it is hereby officially found and determined that the meeting at which this Ordinance was passed was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code; and THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS THAT: Section 1. DEFINITIONS. For all purposes of this Ordinance, except as otherwise expressly provided or unless the context otherwise requires, the terms defined in Exhibit "A" to this Ordinance have the meanings assigned to them in Exhibit "A". Section 2. AMOUNT AND PURPOSE OF THE BONDS. (a) The bond or bonds of the City further described in Section 3 of this Ordinance and herein defined as the Bonds are hereby authorized to be issued and delivered in the aggregate principal amount of $___________ FOR THE PURPOSE OF (1) CONSTRUCTING IMPROVEMENTS AND EXTENSION TO THE CITY'S UTILITY SYSTEM (HEREINAFTER DEFINED) INCLUDING SCADA REMOTE MONITORING AND CONTROL SYSTEMS AND SUBSTATION IMPROVEMENTS, (2) CONSTRUCTING IMPROVEMENTS AND EXTENSION TO THE CITY'S WATER SYSTEM (HEREINAFTER DEFINED) INCLUDING PUMP STATION IMPROVEMENTS, (3) CONSTRUCTING IMPROVEMENTS AND EXTENSION TO THE CITY'S WASTEWATER SYSTEM (HEREINAFTER DEFINED) INCLUDING PECAN BRANCH AND BERRY CREEK INTERCEPTOR Page 190 of 540 GTOWN\URB\2016: Ordinance 2 IMPROVEMENTS AND (4) PAYING THE COSTS ASSOCIATED WITH THE ISSUANCE OF THE BONDS. (b) Vision Statement. The City Council hereby finds that the enactment of this Ordinance and issuance of the Bonds complies with the Vision Statement of the City. Section 3. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND MATURITIES OF THE BONDS. Each bond issued pursuant to this Ordinance for the purpose described in Section 2 of this Ordinance shall be designated: "CITY OF GEORGETOWN, TEXAS UTILITY SYSTEM REVENUE BOND, SERIES 2016," and initially there shall be issued, sold, and delivered hereunder fully registered bonds, without interest coupons, dated April 15, 2016, in the respective denominations and principal amounts hereinafter stated, numbered consecutively from R-1 upward (except the initial Bond delivered to the Attorney General of the State of Texas which shall be numbered T-1), payable to the respective initial registered owners thereof (as designated in Section 32 hereof), or to the registered assignee or assignees of said bonds or any portion or portions thereof (in each case, the "Registered Owner"), and the Bonds shall mature and be payable serially on August 15 in each of the years and in the principal amounts, respectively, as set forth in the following schedule: Year Principal Year Principal 2017 $ 2027 $ 2018 2028 2019 2029 2020 2030 2021 2031 2022 2032 2023 2033 2024 2034 2025 2035 2026 2036 Section 4. 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 Exhibit "B" to this Ordinance to their respective dates of maturity or redemption prior to maturity in the manner and at the following rates per annum: Year Rate Year Rate 2017 % 2027 % 2018 2028 2019 2029 2020 2030 2021 2031 2022 2032 2023 2033 2024 2034 2025 2035 2026 2036 Page 191 of 540 GTOWN\URB\2016: Ordinance 3 Said interest shall be payable in the manner provided and on the dates stated in the FORM OF BOND set forth in Exhibit "B" to this Ordinance. Section 5. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer, and Exchange; Authentication. The City shall keep or cause to be kept at The Bank of New York Mellon Trust Company, National Association in Dallas, Texas (the "Paying Agent/Registrar") books or records for the registration of the transfer, conversion and exchange of the Bonds (the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers, conversions and exchanges under such reasonable regulations as the City and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein provided within three days of presentation in due and proper form. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the Registered Owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each Registered Owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The City shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The Paying Agent/Registrar shall make a copy of the Registration Books available in the State of Texas. The City shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Bond or Bonds. Registration of assignments, transfers, conversions and exchanges of Bonds shall 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 (c) below, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the Paying Agent/Registrar's Authentication Certificate, and no such Bond shall be deemed to be issued or outstanding unless such certificate is so executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for transfer and exchange. No additional ordinances, orders or resolutions need be passed or adopted by the governing body of the City or any other body or person so as to accomplish the foregoing conversion and exchange of any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution and delivery of the substitute Bonds in the manner prescribed herein, and the Bonds shall be of type composition printed on paper with lithographed or steel engraved borders of customary weight and strength. Pursuant to Chapter 1206, Texas Government Code, as amended, and particularly Subchapter B thereof, the duty of conversion and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the Bond, the converted and exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Bonds which initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts. Page 192 of 540 GTOWN\URB\2016: Ordinance 4 (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. (c) In General. The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the City and the Paying Agent/Registrar with respect to the Bonds, and of all conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Registered Owner appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. (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 entity 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 for Bonds. The Bonds issued in exchange for the Bonds initially issued to the purchaser specified in Section 32 herein shall be initially issued in the form of a separate single fully registered Bond for each of the maturities thereof. Upon initial issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as nominee of Page 193 of 540 GTOWN\URB\2016: Ordinance 5 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 ("DTC Participant") to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants or to any person on behalf of whom such 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 of the Bonds, as shown on the Registration Books, of any notice with respect to the Bonds or (iii) the payment to any DTC Participant or any other person, other than a registered owner of Bonds, as shown in 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, 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 and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bond 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 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 certificate 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 words "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. (f) Successor Securities Depository; Transfers Outside Book-Entry-Only Systems. In the event that the City determines to discontinue the use of the Book-Entry-Only System through DTC, or DTC determines to discontinue providing its services with respect to the Bonds, the City shall (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 Page 194 of 540 GTOWN\URB\2016: Ordinance 6 or names registered owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Ordinance. Whenever a successor securities depository has been appointed pursuant to this paragraph, the terms DTC and DTC Participant as used in this Ordinance shall refer to such successor securities depository and its participants, respectively. (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 for 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 representation letter of the City to DTC. (h) DTC Blanket Letter of Representations. The City confirms execution of a Blanket Letter of Representations with DTC establishing the Book-Entry-Only System which will be utilized with respect to the Bonds. (i) Cancellation of Initial Bond. On the closing date, one Initial Bond representing the entire principal amount of the Bonds, payable in stated installments to the order of the purchaser of the Bonds or its designee set forth in Section 32 of this Ordinance, executed by manual or facsimile signature of the Mayor or Mayor Pro-tem and City Secretary, approved by the Attorney General of Texas, and registered and manually signed by the Comptroller of Public Accounts of the State of Texas, will be delivered to such initial purchaser set forth in Section 32 of this Ordinance or its designee. Upon payment for the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond and deliver to DTC on behalf of such purchaser one registered definitive Bond for each year of maturity of the Bonds, in the aggregate principal amount of all the Bonds for such maturity. Section 6. FORM OF BOND. The form of each Bond, 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 only to the Bonds initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially in the form set forth in Exhibit "B" hereto, with such appropriate variations, omissions or insertions as are permitted or required by this Ordinance. Section 7. PLEDGE OF PLEDGED REVENUES. The City hereby covenants and agrees that the Pledged Revenues are hereby irrevocably pledged to the payment and security of the Parity Obligations including the establishment and maintenance of the special funds created, established and maintained for the payment and security thereof, all as hereinafter provided; and it is hereby ordained that the Parity Obligations, and the interest thereon, shall constitute a lien on and pledge of the Pledged Revenues and be valid and binding without any physical delivery thereof or further act by the City, and the lien created hereby on the Pledged Revenues for the payment and security of the Parity Obligations, including the establishment and maintenance of the special funds created, established and maintained for the payment and security thereof, shall be superior to the lien on and pledge of the Pledged Revenues securing payment of any Subordinate Lien Obligations hereafter issued by the City. Page 195 of 540 GTOWN\URB\2016: Ordinance 7 Section 8. SPECIAL FUNDS. The City confirms the establishment and maintenance on the books of the City, so long as any of the Parity Obligations are outstanding and unpaid, of the below limited Special Funds: (a) City of Georgetown, Texas Utility System Revenue Fund, hereinafter called the "Revenue Fund." (b) City of Georgetown, Texas Utility System Revenue Bonds Interest and Sinking Fund, hereinafter called the "Interest and Sinking Fund." Though all of such funds may be subaccounts of the City's General Fund held by the City's depository, and, as such, not held in separate bank accounts, such treatment shall not constitute a commingling of the monies in such Funds or of such Funds and the City shall keep full and complete records indicating the monies and investments credited to each of such Funds. Section 9. REVENUE FUND. The City hereby covenants, agrees and establishes that the Gross Revenues shall be deposited and credited to the Revenue Fund immediately as collected and received. All Maintenance and Operating Expenses are and shall be paid from such Gross Revenues as a first charge against same. Section 10. FLOW OF FUNDS. All Gross Revenues deposited and credited to the Revenue Fund shall be pledged and appropriated to the extent required for the following uses and in the order of priority shown: FIRST: to the payment of all necessary and reasonable Maintenance and Operating Expenses as defined herein or required by statute, including, but not limited to, Chapter 1502, Texas Government Code, as amended, to be a first charge on and claim against the Gross Revenues, including a two (2)-month reserve amount based upon the budgeted amount of Maintenance and Operating Expenses for the current Fiscal Year, which amount shall be retained in the Revenue Fund. SECOND: to the payment of the amounts required to be deposited and credited to the Interest and Sinking Fund created and established for the payment of the Bonds, the Previously Issued Parity Obligations and any Additional Parity Obligations issued by the City as the same become due and payable. THIRD: pro rata to the payment of the amounts required to be deposited and credited (i) to the Reserve Fund created and established to maintain the Required Reserve Amount in accordance with the provisions of this Ordinance, including amounts owed with respect to any Reserve Fund Obligation to restore the Required Reserve Amount and (ii) to each other reserve fund created and established to maintain a reserve in accordance with the provisions of the ordinances relating to the issuance of any Additional Parity Obligations hereafter issued by the City. FOURTH: to the payment of Subordinate Lien Obligations. Page 196 of 540 GTOWN\URB\2016: Ordinance 8 FIFTH: to the payment of the amounts required for any lawful purpose. Section 11. INTEREST AND SINKING FUND. For purposes of providing funds to pay the principal of, premium, if any, and interest on the Parity Obligations as the same become due and payable, including any mandatory sinking fund redemption payments, the City agrees that it shall maintain the Interest and Sinking Fund. The City covenants to deposit and credit to the Interest and Sinking Fund prior to each principal, interest payment or redemption date from the available Pledged Revenues an amount equal to one hundred percent (100%) of the amount required to fully pay the interest on and the principal of the Parity Obligations then falling due and payable. The City shall make such deposits and credits to pay maturing principal, accrued interest, and mandatory sinking fund redemptions on the Parity Obligations in substantially equal semi- annual installments on or before each February 15 and August 15. The required semi-annual deposits and credits to the Interest and Sinking Fund shall continue to be made as hereinabove provided until such time as (i) the total amount on deposit in and credited to the Interest and Sinking Fund and the Reserve Fund (excluding any Reserve Fund Obligation) is equal to the amount required to fully pay and discharge all Outstanding Parity Obligations (principal, premium, if any, and interest) or (ii) the Parity Obligations are no longer outstanding. Accrued interest and capitalized interest, if any, received from the purchaser of any Parity Obligation shall be taken into consideration and reduce the amount of the semi-annual deposits and credits hereinabove required into the Interest and Sinking Fund. Section 12. RESERVE FUND. (a) To accumulate and maintain a reserve for the payment of the Bonds and the Outstanding Parity Obligations equal to the Average Annual Debt Service Requirements of the Bonds and the Outstanding Parity Obligations (calculated by the City at the beginning of each Fiscal Year) (the "Required Reserve Amount"), the Reserve Fund has been established and shall be maintained by the City. Earnings and income derived from the investment of amounts held for the credit of the Reserve Fund shall be retained in the Reserve Fund until the Reserve Fund contains the Required Reserve Amount; thereafter, such earnings and income shall be deposited to the credit of the Revenue Fund. As provided in Section 10, the City shall deposit and credit to the Reserve Fund amounts required to maintain the balance in the Reserve Fund in an amount equal to the Required Reserve Amount. There shall be deposited into the Reserve Fund any Reserve Fund Obligations so designated by the City. All funds, investments and Reserve Fund Obligations on deposit and credited to the Reserve Fund shall be used solely for (i) the payment of the principal of and interest on the Bonds and the Outstanding Parity Obligations, when and to the extent other funds available for such purposes are insufficient, (ii) to make Reserve Fund Obligation Payments and (iii) to retire the last Stated Maturity or Stated Maturities of or interest on the Bonds and the Outstanding Parity Obligations. (b) When and for so long as the cash, investments and Reserve Fund Obligations in the Reserve Fund equal the Required Reserve Amount, no deposits need be made to the credit of the Reserve Fund; but, if and when the Reserve Fund at any time contains less than the Required Page 197 of 540 GTOWN\URB\2016: Ordinance 9 Reserve Amount, the City covenants and agrees that the City shall cure the deficiency in the Reserve Fund by resuming the Required Reserve Fund Deposits to such Fund from the Pledged Revenues in accordance with Section 10 by monthly deposits and credits in amounts equal to not less than 1/60th of the Required Reserve Amount with any such deficiency payments being made on or before each February 15 and August 15 until the Required Reserve Amount has been fully restored; provided, however, that no such deposits shall be made into the Reserve Fund during any six month period beginning on February 15 and August 15 until there has been deposited into the Interest and Sinking Fund the full amount required to be deposited therein by the next following February 15 and August 15, as the case may be. In addition, in the event that a portion of the Required Reserve Amount is represented by a Reserve Fund Obligation, the Required Reserve Amount shall be restored as soon as possible from monthly deposits of Pledged Revenues on deposit in the Revenue Fund in accordance with Section 10, but subject to making the full deposits and credits to the Interest and Sinking Fund required to be made by the next following February 15 and August 15, as the case may be. The City further covenants and agrees that, subject only to the prior deposits and credits to be made to the Interest and Sinking Fund, the Pledged Revenues shall be applied and appropriated and used to establish and maintain the Required Reserve Amount, including by paying Reserve Fund Obligation Payments when due, and any reserve established for the benefit of any issue or series of Additional Parity Obligations and to cure any deficiency in such amounts as required by the terms of this Ordinance and any other ordinance pertaining to the issuance of Additional Parity Obligations. During such time as the Reserve Fund contains the Required Reserve Amount, the obligation to maintain the Required Reserve Amount has been suspended pursuant to subsection (d) below or any cash is replaced with a Reserve Fund Obligation pursuant to subsection (c) below, the City may, at its option, withdraw all surplus funds in the Reserve Fund and deposit such surplus in the Interest and Sinking Fund or otherwise use such amount in any manner permitted by law. (c) A Reserve Fund Obligation issued in an amount equal to all or part of the Required Reserve Amount for the Bonds and the Outstanding Parity Obligations may be used in lieu of depositing cash into the Reserve Fund. In addition, a Reserve Fund Obligation may be substituted for monies and investments in the Reserve Fund if the substitution of the Reserve Fund Obligation will not, in and of itself, cause any ratings then assigned to the Bonds and the Outstanding Parity Obligations by any Rating Agency to be lowered and the ordinance authorizing the substitution of the Reserve Fund Obligation for all or part of the Required Reserve Amount contains a finding that such substitution is cost effective. (d) Notwithstanding anything to the contrary contained herein, the requirement set forth in subsection (a) above to maintain the Required Reserve Amount in the Reserve Fund shall be suspended for such time as the Net Revenues for each Fiscal Year are equal to at least 1.35 times the Average Annual Debt Service Requirements. In the event that the Net Revenues for any Fiscal Year are less than 1.35 times the Average Annual Debt Service Requirements, the City will be required to commence making Required Reserve Fund Deposits, as provided in subsection (b) above, and to continue such Required Reserve Fund Deposits until the earlier of (i) such time as the Reserve Fund contains the Required Reserve Amount or (ii) the Net Revenues in each of two Page 198 of 540 GTOWN\URB\2016: Ordinance 10 consecutive years have been equal to not less than 1.35 times the Average Annual Debt Service Requirements. (e) A Reserve Fund Obligation permitted under (a) above, must be in the form of a surety bond or insurance policy meeting the requirements described below. (1) (i) A surety bond or insurance policy issued to the Paying Agent/Registrar, as agent of the Holders, by a company licensed to issue an insurance policy guaranteeing the timely payment of debt service on the Parity Obligations (a "municipal bond insurer") if the claims paying ability of the issuer thereof shall be rated "AAA" or "Aaa", respectively, by S&P or Moody's, or (ii) a surety bond or insurance policy issued to the Paying Agent/Registrar, as agent of the Holders, by an entity other than a municipal bond insurer, if the form and substance of such instrument and the issuer thereof shall be approved in writing by each Bond Insurer of record. (2) The obligation to reimburse the issuer of a Reserve Fund Obligation for any claims or draws upon such Reserve Fund Obligation in accordance with its terms, including expenses incurred in connection with such claims or draws, to the extent permitted by law, (a Reserve Fund Obligation Payment) shall be made from the deposits made to the Reserve Fund as provided in this Section and in Section 10. The Reserve Fund Obligation shall provide for a revolving feature under which the amount available thereunder will be reinstated to the extent of any reimbursement of draws or claims paid. If the revolving feature is suspended or terminated for any reason, the right of the issuer of the Reserve Fund Obligation to reimbursement will be subordinated to the cash replenishment of the Reserve Fund to an amount equal to the difference between the full original amount available under the Reserve Fund Obligation and the amount then available for further draws or claims. In the event (a) the issuer of a Reserve Fund Obligation becomes insolvent, or (b) the issuer of a Reserve Fund Obligation defaults in its payment obligations thereunder, or (c) the claims paying ability of the issuer of the insurance policy or surety bond falls below "AAA" or "Aaa," by S&P and Moody's, respectively, the obligation to reimburse the issuer of the Reserve Fund Obligation shall be subordinated to the cash replenishment of the Reserve Fund. (3) In the event (a) the revolving reinstatement feature described in the preceding paragraph is suspended or terminated, or (b) the rating of the claims paying ability of the issuer of the surety bond or insurance policy falls below "AAA" or "Aaa," by S&P and Moody's, respectively, the City shall either (i) deposit into the Reserve Fund, in accordance with this Section and Section 10, an amount sufficient to cause the cash or investments credited to the Reserve Fund to accumulate to the Required Reserve Amount, or (ii) replace such instrument with a surety bond or insurance policy meeting the requirements of 1 and 2 above, within six months of such occurrence. In the event (a) the rating of the claims- paying ability of the issuer of the surety bond or insurance policy falls below "A" by S&P and Moody's, or (b) the issuer of the Reserve Fund Obligation defaults in its payment obligations hereunder, or (c) the issuer of the Reserve Fund Obligation becomes insolvent, the City shall either (i) deposit into the Reserve Fund, in accordance with this Section, Page 199 of 540 GTOWN\URB\2016: Ordinance 11 amounts sufficient to cause the cash or investments on deposit in the Reserve Fund to accumulate to the Required Reserve Amount, or (ii) replace such instrument with a surety bond or insurance policy meeting the requirements of 1 and 2 above within six months of such occurrence. (4) The Paying Agent/Registrar shall ascertain the necessity for a claim or draw upon any Reserve Fund Obligation and provide notice to the issuer of the Reserve Fund Obligation in accordance with its terms not later than three days (or such appropriate time period as will, when combined with the timing of required payment under the Reserve Fund Obligation, ensure payment under the Reserve Fund Obligation on or before the interest payment date) prior to each date upon which the principal of or interest on the Parity Obligations will be due. It is recognized that a Reserve Fund Obligation may be issued which is payable only with respect to a part of the Bonds and the Outstanding Parity Obligations with the remainder of the Required Reserve Amount being satisfied by monies and investments and in that case any draws upon the Reserve Fund will have to be made on a pro-rata basis to ensure that every Parity Obligation enjoys an equal amount of security. Therefore, (i) draws upon one or more such Reserve Fund Obligations shall be made on a pro-rata basis with cash and investments available in the Reserve Fund and (ii) deposits and credits to the Reserve Fund to restore it to the Required Reserve Amount shall be utilized on a pro-rata basis to pay Reserve Fund Obligation Payments to reimburse the issuers of the Reserve Fund Obligations, thus restoring that part of the Required Reserve Amount, and to restore with cash and investments the balance of the Required Reserve Amount. Section 13. EXCESS BOND PROCEEDS. Any proceeds of Parity Obligations not required to effectuate the purposes for which such Parity Obligations were issued, as provided in the respective ordinances authorizing the issuance of such Parity Obligations, or for the payment of the costs of issuance of such Parity Obligations shall be deposited and credited to the Interest and Sinking Fund and shall be taken into consideration and shall reduce the amount of semi-annual deposits and credits to the Interest and Sinking Fund from the Pledged Revenues or used to redeem or purchase the Parity Obligations from which such excess proceeds are related. Section 14. DEFICIENCIES - EXCESS PLEDGED OR NET REVENUES. (a) If on any occasion there shall not be sufficient Pledged Revenues (after making all payments pertaining to all Parity Obligations) to make the required deposits and credits to the Interest and Sinking Fund and the Reserve Fund, then such deficiency shall be cured as soon as possible from the next available unallocated Pledged Revenues, or from any other sources available for such purpose, and such deposits and credits shall be in addition to the amounts otherwise required to be deposited and credited to these Funds. (b) Subject to making the deposits and credits required by this Ordinance, or any ordinances authorizing the issuance of Additional Parity Obligations, or the payments and credits required by the provisions of the ordinances authorizing the issuance of Subordinate Lien Page 200 of 540 GTOWN\URB\2016: Ordinance 12 Obligations hereafter issued by the City, the excess Net Revenues may be used for any lawful purpose. Section 15. INVESTMENT OF FUNDS - VALUATION - TRANSFER OF INVESTMENT INCOME. (a) Money in the Revenue Fund, the Interest and Sinking Fund and the Reserve Fund may, at the option of the City, be invested in Permitted Investments; provided that all such deposits and investments shall be made in such manner that the money required to be expended from any fund will be available at the proper time or times. All such investments shall be valued in terms of current market value no less frequently than the last business day of the City's Fiscal Year, except that any direct obligations of the United States of America - State and Local Government Series shall be continuously valued at their par value or principal face amount. Any obligation in which money is so invested shall be kept and held at the Depository, except as otherwise permitted by the laws applicable to the City. For purposes of maximizing investment returns, money in such funds may be invested, together with money in other funds or with other money of the City, in common investments of the kind described above, or in a common pool of such investments held by the City or its designated agent, which shall not be deemed to be or constitute a commingling of such money or funds provided that safekeeping receipts or certificates of participation clearly evidencing the investment or investment pool in which such money is invested and the share thereof purchased with such money or owned by such fund are held by or on behalf of each such fund. If necessary, such investments shall be promptly sold to prevent any default. (b) All interest and income derived from such investments (other than interest and income derived from amounts credited to the Reserve Fund if the Reserve Fund does not contain the Required Reserve Amount) shall be credited to the Revenue Fund semi-annually and shall constitute Gross Revenues. Section 16. PAYMENT OF PARITY OBLIGATIONS. While any of the Parity Obligations are outstanding, the City shall transfer to the respective paying agent/registrar therefor, from funds on deposit in and credited to the Interest and Sinking Fund, and, if necessary, in the Reserve Fund, amounts sufficient to fully pay and discharge promptly the interest on and principal of the Parity Obligations as shall become due on each interest or principal payment date, or date of redemption of the Parity Obligations; such transfer of funds must be made in such manner as will cause immediately available funds to be deposited with each respective paying agent/registrar for the Parity Obligations not later than the business day next preceding the date such payment is due on the Parity Obligations. The Paying Agent/Registrar shall destroy all paid Parity Obligations and furnish the City with an appropriate certificate of cancellation or destruction. Section 17. RATES AND CHARGES. For the benefit of the Holders of the Parity Obligations and in addition to all provisions and covenants in the laws of the State of Texas and in this Ordinance, the City hereby expressly stipulates and agrees, while any of the Parity Obligations are outstanding, to establish and maintain rates and charges for facilities and services afforded by the System that are reasonably expected, on the basis of available information and experience and with due allowance for contingencies, to produce Gross Revenues in each Fiscal Year reasonably anticipated to be sufficient: Page 201 of 540 GTOWN\URB\2016: Ordinance 13 A. to pay Maintenance and Operating Expenses; B. to produce Pledged Revenues at least equal to the greater of 1.25 times the Average Annual Debt Service Requirements or 1.10 times the Maximum Annual Debt Service Requirements; C. to produce Pledged Revenues in amounts sufficient to enable the City to make the deposits and credits, if any, from Pledged Revenues (i) to the Reserve Fund to restore the Required Reserve Amount in accordance with Section 12 of this Ordinance, including the payment of any Reserve Fund Obligation Payment then due, and (ii) to other reserve funds to establish or restore the reserve securing any issue or series of Additional Parity Obligations; D. to produce Pledged Revenues, together with any other lawfully available funds (including the proceeds of Debt which the City expects will be utilized to pay all or part of the principal of and/or interest on any obligations described in this subsection D), sufficient to pay the principal of and interest on any Subordinate Lien Obligations issued by the City and the amounts required to be deposited in any reserve or contingency fund created for the payment and security of the Subordinate Lien Obligations and any other obligations or evidences of indebtedness issued or incurred that are payable from, in whole or in part, a subordinate lien on and pledge of the Pledged Revenues; and E. to pay any other Debt payable from the Pledged Revenues and/or secured by a lien on the Pledged Revenues. Should the annual audit report required by Section 19 hereof reflect that the Pledged Revenues for the Fiscal Year covered thereby were less than necessary to meet the requirements of this Section, the City Council will review the operations of the System and the rates and charges for services provided, and the City Council will make the necessary adjustments or revisions, if any, in order that the Pledged Revenues for the succeeding year will be sufficient to satisfy the foregoing coverage requirements. Section 18. GENERAL COVENANTS. The City further covenants and agrees that in accordance with and to the extent required or permitted by law: (a) Performance. It will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in any ordinance authorizing the issuance of Parity Obligations, including this Ordinance, and in each and every Parity Obligation; it will promptly pay or cause to be paid the principal of and interest on every Parity Obligation on the dates and in the places and manner prescribed in such ordinances and obligations; and it will, at the times and in the manner prescribed, deposit and credit or cause to be deposited and credited the amounts required to be deposited and credited to the Interest and Sinking Fund and the Reserve Fund. (b) City's Legal Authority. It is a duly created and existing home rule city of the State of Texas, and is duly authorized under the laws of the State of Texas to create and issue the Bonds; Page 202 of 540 GTOWN\URB\2016: Ordinance 14 that all action on its part for the creation and issuance of the Bonds has been duly and effectively taken, and that the Bonds in the hands of the Holders thereof are and will be valid and enforceable special obligations of the City in accordance with their terms. (c) Title. It has or will obtain lawful title to the lands, buildings, structures and facilities constituting the System, that it warrants that it will defend the title to all the aforesaid lands, buildings, structures and facilities, and every part thereof, for the benefit of the Holders of the Bonds, the Previously Issued Parity Obligations and Additional Parity Obligations, against the claims and demands of all persons whomsoever, that it is lawfully qualified to pledge the Pledged Revenues to the payment of the Bonds, the Previously Issued Parity Obligations and Additional Parity Obligations in the manner prescribed herein, and has lawfully exercised such rights. (d) Liens. It will from time to time and before the same become delinquent pay and discharge all taxes, assessments and governmental charges, if any, which shall be lawfully imposed upon it, or the System; it will pay all lawful claims for rents, royalties, labor, materials and supplies which if unpaid might by law become a lien or charge thereon, the lien of which would be prior to or interfere with the liens hereof, so that the priority of the liens granted hereunder shall be fully preserved in the manner provided herein, and it will not create or suffer to be created any mechanic's, laborer's, materialman's or other lien or charge which might or could be prior to the liens hereof, or do or suffer any matter or thing whereby the liens hereof might or could be impaired; provided, however, that no such tax, assessment or charge, and that no such claims which might be used as the basis of a mechanic's, laborer's, materialman's or other lien or charge, shall be required to be paid so long as the validity of the same shall be contested in good faith by the City. (e) Operation of System; No Free Service. It will, while the Parity Obligations are outstanding and unpaid, continuously and efficiently operate the System, and shall maintain the System in good condition, repair and working order, all at reasonable cost. No free service of the System shall be allowed, and should the City or any of its agencies or instrumentalities make use of the services and facilities of the System, payment of the reasonable value shall be made by the City out of funds from sources other than the Gross Revenues of the System, unless made from surplus or excess Pledged Revenues as permitted in Section 14. (f) Further Encumbrance. While the Parity Obligations are outstanding and unpaid, it will not additionally encumber the Pledged Revenues in any manner, except as permitted in this Ordinance in connection with Additional Parity Obligations, unless said encumbrance is made junior and subordinate in all respects to the liens, pledges, covenants and agreements of this Ordinance; but the right of the City to issue or incur obligations payable from a subordinate lien on the Pledged Revenues is specifically recognized and retained. (g) Sale or Disposal of Property. While the Parity Obligations are outstanding and unpaid, it will not sell, convey, mortgage, encumber, lease or in any manner transfer title to, or otherwise dispose of the System, or any significant or substantial part thereof; provided that whenever the City deems it necessary to dispose of any other property, machinery, fixtures or equipment, it may sell or otherwise dispose of such property, machinery, fixtures or equipment when it has made Page 203 of 540 GTOWN\URB\2016: Ordinance 15 arrangements to replace the same or provide substitutes therefor, unless it is determined that no such replacement or substitute is necessary; and, provided further, that the City retains the right to sell, convey, mortgage, encumber, lease or otherwise dispose of any significant or substantial part of the System if (i) the City Manager delivers a certificate to the City Council to the effect that, following such action by the City, the System is expected to produce Gross Revenues in amounts sufficient in each Fiscal Year while any of the Parity Obligations are to be outstanding to comply with the obligations of the City contained in this Ordinance and in the ordinances authorizing the issuance of Additional Parity Obligations; (ii) the City Council makes a finding and determination to the same effect as the certificate of the City Manager set forth in (i) above and (iii) each Rating Agency then maintaining a rating on any Parity Obligation delivers a letter to the City to the effect that such sale, conveyance, mortgage, encumbrance, lease or other disposition will not cause the Rating Agency to withdraw or lower the rating then in effect. Proceeds from any sale hereunder not used to replace or provide for substitution of such property sold, shall be used for improvements to the System or to purchase or redeem Parity Obligations. (h) Insurance. (1) It shall cause to be insured such parts of the System as would usually be insured by municipal corporations operating like properties, with a responsible insurance company or companies, against risks, accidents or casualties against which and to the extent insurance is usually carried by municipal corporations operating like properties, including, to the extent reasonably obtainable, fire and extended coverage insurance, insurance against damage by floods, and use and occupancy insurance. Public liability and property damage insurance shall also be carried unless the City Attorney of the City gives a written opinion to the effect that the City is not liable for claims which would be protected by such insurance. At any time while any contractor engaged in construction work shall be fully responsible therefor, the City shall not be required to carry insurance on the work being constructed if the contractor is required to carry appropriate insurance. All such policies shall be open to the inspection of the Holders and their representatives at all reasonable times. Upon the happening of any loss or damage covered by insurance from one or more of said causes, the City shall make due proof of loss and shall do all things necessary or desirable to cause the insuring companies to make payment in full directly to the City. The proceeds of insurance covering such property are hereby pledged as security for the Parity Obligations and, together with any other funds necessary and available for such purpose, shall be used forthwith by the City for repairing the property damaged or replacing the property destroyed; provided, however, that if said insurance proceeds and other funds are insufficient for such purpose, then said insurance proceeds pertaining to the System shall be used promptly as follows: (i) for the redemption prior to maturity of the Parity Obligations, ratably in the proportion that the Outstanding principal of each series of Parity Obligations bears to the total Outstanding principal of all Parity Obligations, provided that if on any such occasion the principal of any such series is not subject to redemption, it shall not be regarded as Outstanding in making the foregoing computation; or (ii) if none of the Outstanding Parity Obligations is subject to redemption, then for the purchase on the open market and retirement of said Parity Obligations in the same proportion as prescribed in the foregoing clause (i), to the extent practicable; provided that Page 204 of 540 GTOWN\URB\2016: Ordinance 16 the purchase price for any Parity Obligation shall not exceed the redemption price of such Parity Obligation on the first date upon which it becomes subject to redemption; or (iii) to the extent that the foregoing clauses (i) and (ii) cannot be complied with at the time, the insurance proceeds, or the remainder thereof, shall be deposited in a special and separate trust fund, at an official depository of the City, to be designated the Insurance Account. The Insurance Account shall be held until such time as the foregoing clauses (i) and/or (ii) can be complied with, or until other funds become available which, together with the Insurance Account, will be sufficient to make the repairs or replacements originally required, whichever of said events occurs first. (2) The foregoing provisions of (1) above notwithstanding, the City shall have authority to enter into coinsurance or similar plans where risk of loss is shared in whole or in part by the City. (3) The annual audit hereinafter required shall contain a section commenting on whether or not the City has complied with the requirements of this Section with respect to the maintenance of insurance, and listing all policies carried, and whether or not all insurance premiums upon the insurance policies to which reference is hereinbefore made have been paid. (4) The payment of premiums for all insurance policies required under the provisions hereof and the costs associated with the maintenance of any self-insurance program shall be considered Maintenance and Operating Expenses. Nothing in this Ordinance shall be construed as requiring the City to expend any funds which are derived from sources other than the operation of the System, but nothing herein shall be construed as preventing the City from doing so. (i) Governmental Agencies. It will comply with all of the terms and conditions of any and all franchises, permits and authorizations applicable to or necessary with respect to the System, and which have been obtained from any governmental agency; and the City has or will obtain and keep in full force and effect all franchises, permits, authorization and other requirements applicable to or necessary with respect to the acquisition, construction, equipment, operation and maintenance of the System. (j) No Competition. It will not grant any franchise or permit for the acquisition, construction or operation of any competing facilities which might be used as a substitute for the System's facilities and, to the extent that it legally may, the City will prohibit any such competing facilities. Notwithstanding the foregoing, the City retains the right, however, to "opt in" to electric competition in accordance with State law if "opting in" will not materially adversely impact the Net Revenues of the System as evidenced by a certification of the City Manager. (k) Disaggregation of System. The City retains the right to disaggregate the System into one or more independent resulting systems if (i) the City Manager delivers a certificate to the City Council to the effect that, following such action by the City, the remaining System is expected to Page 205 of 540 GTOWN\URB\2016: Ordinance 17 produce Gross Revenues in amounts sufficient in each Fiscal Year while any of the Parity Obligations are to be outstanding to comply with the obligations of the City contained in this Ordinance and in the ordinances authorizing the Previously Issued Parity Obligations and the issuance of Additional Parity Obligations; (ii) the City Council makes a finding and determination to the same effect as the certificate of the City Manager set forth in (i) above and (iii) each Rating Agency then maintaining a rating on any Parity Obligation delivers a letter to the City to the effect that such disaggregation will not cause the Rating Agency to withdraw or lower the rating then in effect on the Outstanding Parity Obligations. Section 19. RECORDS AND ACCOUNTS - ANNUAL AUDIT. The City covenants and agrees that so long as any of the Parity Obligations remain Outstanding, the City will keep and maintain a separate and complete system of records and accounts pertaining to the operations of the System in which full, complete, true, proper, and correct entries shall be made of all dealings, transactions, business and affairs relating thereto, or which in any way affect or pertain to the System or the Gross Revenues or the Net Revenues thereof, as provided by generally accepted accounting principles, consistently applied, and by Sections 1502.067 and 1502.068, Texas Government Code, as amended, or other applicable law. The Holders of the Parity Obligations or any duly authorized agent or agents of such Holders shall have the right to inspect the System and all properties comprising the same. The City further agrees that, following the close of each Fiscal Year, the City will cause an audit report of such records and accounts to be made by an Accountant. Copies of each annual audit shall be made available for public inspection during normal business hours at the City's principal office and the City Secretary's office and may be furnished to, upon written request, any Holder upon payment of the reasonable copying and mailing charges. Expenses incurred in making the annual audit of the operations of the System shall be considered as Maintenance and Operating Expenses. Section 20. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE BONDS. (a) Covenants. The City covenants to take any action necessary to assure, or refrain from any action which would adversely affect, the treatment of the Bonds as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the City covenants as follows: (1) to take any action to assure that no more than 10 percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds of the Bonds or the projects financed therewith are so used, such amounts, whether or not received by the City, with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Bonds, in contravention of section 141(b)(2) of the Code; (2) to take any action to assure that in the event that the "private business use" described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the Page 206 of 540 GTOWN\URB\2016: Ordinance 18 amount in excess of 5 percent is used for a "private business use" which is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (3) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; (4) to refrain from taking any action which would otherwise result in the Bonds being treated as "private activity bonds" within the meaning of section 141(b) of the Code; (5) to refrain from taking any action that would result in the Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code; (6) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Bonds, other than investment property acquired with -- (A) proceeds of the Bonds invested for a reasonable temporary period of 3 years or less or, in the case of a refunding bond, for a period of 30 days or less until such proceeds are needed for the purpose for which the Bonds are issued, (B) amounts invested in a bona fide debt service fund, within the meaning of section 1.148-1 (b) of the Treasury Regulations, and (C) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds; (7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings); and (8) to pay to the United States of America at least once during each five-year period(beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. Page 207 of 540 GTOWN\URB\2016: Ordinance 19 (b) Rebate Fund. In order to facilitate compliance with the above covenant (8), a "Rebate Fund" is hereby established by the City for the sole benefit of the United States of America, and such fund shall not be subject to the claim of any other person, including without limitation the owners of the Bonds. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. (c) Proceeds. The City understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds not expended prior to the date of issuance of the Bonds. It is the understanding of the City that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the City will not be required to comply with any covenant contained herein to the extent that such failure to comply, =in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the City agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance of such intention, the City hereby authorizes and directs the City Manager or the Assistant City Manager to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the City, which may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds. This Ordinance is intended to satisfy the official intent requirements set forth in Section 1.150-2 of the Treasury Regulations. (d) Allocation Of, and Limitation On, Expenditures for the Project. The City covenants to account for the expenditure of sale proceeds and investment earnings to be used for the purposes described in Section 2 of this Ordinance (the "Project") on its books and records in accordance with the requirements of the Code. The City recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the Project is completed; but in no event later than three years after the date on which the original expenditure is paid. The foregoing notwithstanding, the City recognizes that in order for proceeds to be expended under the Code, the sale proceeds or investment earnings must be expended no more than 60 days after the earlier of(1) the fifth anniversary of the delivery of the Bonds, or (2) the date the Bonds are retired. The City agrees to obtain the advice of nationally-recognized bond counsel if such expenditure fails to comply with the foregoing to assure that such expenditure will not adversely affect the tax-exempt status of the Bonds. For purposes of this subsection, the City shall not be obligated to comply with this covenant if it obtains an opinion of nationally-recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. (e) Disposition of Project. The City covenants that the property constituting the Project will not be sold or otherwise disposed of in a transaction resulting in the receipt by the City of cash or Page 208 of 540 GTOWN\URB\2016: Ordinance 20 other compensation, unless the City obtains an opinion of nationally-recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of the Bonds. For purposes of this subsection, the portion of the property comprising personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes of this subsection, the City shall not be obligated to comply with this covenant if it obtains an opinion of nationally-recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. Section 21. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports. The City shall provide annually to the MSRB, (1) within six months after the end of each fiscal year of the City ending in or after 2016, financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 34 of this Ordinance, being information of the type described in Exhibit "C" hereto, including financial statements of the City if audited financial statements of the City are then available, and (2) if not provided as part of such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit "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 in substantially the form included in the official statement, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within 12 months after any such fiscal year end, then the City shall file unaudited financial statements within such 12-month period and audited financial statements for the applicable fiscal year, when and if the audit report on such statements becomes available. The City shall provide annually to the MSRB, in an electronic format as prescribed by the MSRB, within twelve months after the end of any fiscal year, financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 34 of this Ordinance, being the information described in Exhibit "C" hereto. Any financial statements to be so 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 during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall provide unaudited financial statements within such period, and audited financial statements for the applicable fiscal year to the MSRB, when and if the audit report on such statements become available. If the City changes its fiscal year, it will notify the MSRB 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 Page 209 of 540 GTOWN\URB\2016: Ordinance 21 document that is available to the public on the MSRB's internet web site or filed with the SEC. All documents provided to the MSRB pursuant to this Section shall be accompanied by identifying information as prescribed by the MSRB. (b) Event Notices. The City shall notify the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner no in excess of ten business days after the occurrence of the event, of any of the following events with respect to the Bonds: A. Principal and interest payment delinquencies; B. Non-payment related defaults, if material within the meaning of the federal securities laws; C. Unscheduled draws on debt service reserves reflecting financial difficulties; D. Unscheduled draws on credit enhancements reflecting financial difficulties; E. Substitution of credit or liquidity providers, or their failure to perform; F. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other events affecting the tax status of the Bonds; G. Modifications to rights of holders of the Bonds, if material within the meaning of the federal securities law; H. Bond calls, if material within the meaning of the federal securities laws and tender offers; I. Defeasances; J. Release, substitution, or sale of property securing repayment of the Bonds, if material within the meaning of the federal securities laws; K. Rating changes; L. Bankruptcy, insolvency, receivership or similar event of the City; M. The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement Page 210 of 540 GTOWN\URB\2016: Ordinance 22 relating to any such actions, other than pursuant to its terms, if material within the meaning of the federal securities laws; and N. Appointment of a successor or additional trustee or the change of name of a trustee, if material within the meaning of the federal securities laws. The City shall notify the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with subsection (a) of this Section by the time required by such subsection. All documents provided to the MSRB pursuant to this Section shall be accompanied by identifying information as prescribed by the MSRB. (c) Limitations, Disclaimers, and Amendments. The 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 29 of this Ordinance 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 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 this Ordinance for purposes of any other provision of this Ordinance. Should the Rule be amended to obligate the City to make filings with or provide notices to entities other than the MSRB, the City hereby agrees to undertake such obligation with respect to the Bonds in accordance with the Rule as amended. Page 211 of 540 GTOWN\URB\2016: Ordinance 23 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 paragraph (a) of this Section 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 offering of the Bonds. Section 22. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. (a) The City shall have the right and power at any time and from time to time and in one or more series or issues, to authorize, issue and deliver additional parity revenue bonds or other obligations (herein called "Additional Parity Obligations"), in accordance with law, in any amounts, for purposes of extending, improving or repairing the System or for the purpose of refunding of any Parity Obligations, Subordinate Lien Obligations or other obligations of the City incurred in connection with the ownership or operation of the System. Such Additional Parity Obligations, if and when authorized, issued and delivered in accordance with this Ordinance, shall be secured by and made payable equally and ratably on a parity with all other Outstanding Parity Obligations, from the lien on and pledge of the Pledged Revenues herein granted. (b) The Interest and Sinking Fund shall secure and be used to pay all Parity Obligations. Each ordinance under which Additional Parity Obligations are issued shall provide and require that, in addition to the amounts required by the provisions of this Ordinance and the provisions of any other ordinance or ordinances authorizing the Previously Issued Parity Obligations and Additional Parity Obligations to be deposited to the credit of the Interest and Sinking Fund, the City shall deposit to the credit of the Interest and Sinking Fund at least such amounts as are required for the payment of all principal of and interest on said Additional Parity Obligations then being issued, as the same come due. Page 212 of 540 GTOWN\URB\2016: Ordinance 24 (c) The City may create and establish a reserve fund pursuant to the provisions of any ordinance authorizing the issuance of Additional Parity Obligations for the purpose of securing that particular issue or series of Parity Obligations or any specific group of issues or series of Parity Obligations and the amounts once deposited or credited to said reserve funds shall no longer constitute Net Revenues and shall be held solely for the benefit of the Holders of the particular Parity Obligations for which such reserve fund was established. Each such reserve fund shall be designated in such manner as is necessary to identify the Parity Obligations it secures and to distinguish such reserve fund from the Reserve Fund and the reserve funds created for the benefit of other Parity Obligations. Section 23. FURTHER REQUIREMENTS FOR ADDITIONAL PARITY OBLIGATIONS. That Additional Parity Obligations shall be issued only in accordance with this Ordinance, but notwithstanding any provisions of this Ordinance to the contrary, no installment, Series or issue of Additional Parity Obligations shall be issued or delivered unless: (a) The City Manager and the City Secretary of the City sign a written certificate to the effect that the City is not in default as to any covenant, condition or obligation in connection with all Outstanding Parity Obligations, and the ordinances authorizing same, and that the Interest and Sinking Fund, the Reserve Fund and any reserve fund securing any other series or issue of Parity Obligations each contains the amount then required to be therein. (b) An Accountant signs and delivers to the City a written certificate to the effect that, during either the next preceding Fiscal Year, or any twelve consecutive calendar month period ending not more than ninety days prior to the date of the then proposed Additional Parity Obligations, the Net Earnings were, in the opinion thereof, at least equal to the sum of 1.25 times the Average Annual Debt Service Requirements (computed on a Fiscal Year basis), including Amortization Installments, of the Parity Obligations and the Additional Parity Obligations to be outstanding after the issuance of the then proposed Additional Parity Obligations and 1.10 times the average annual debt service requirement (computed in the same manner as for Parity Obligations) of the Subordinate Lien Obligations to be outstanding after the issuance of the then proposed Additional Parity Obligations. (c) In making a determination of Net Earnings for any of the purposes described in this Section, the Accountant may take into consideration a change in the rates and charges for services and facilities afforded by the System that became effective at least 60 days prior to the last day of the period for which Net Earnings are determined and, for purposes of satisfying the Net Earnings tests described above, make a pro forma determination of the Net Earnings of the System for the period of time covered by said Accountant's certification or opinion based on such change in rates and charges being in effect for the entire period covered by said Accountant's certificate or opinion. As used in this Section, the term "Net Earnings" shall mean the Gross Revenues of the System after deducting the Maintenance and Operating Expenses of the System but not expenditures which, under standard accounting practice, should be charged to capital expenditures. Page 213 of 540 GTOWN\URB\2016: Ordinance 25 Section 24. ISSUANCE OF SUBORDINATE LIEN OBLIGATIONS. The City hereby reserves the right to issue, at any time, obligations including, but not limited to, Subordinate Lien Obligations, payable from and equally and ratably secured, in whole or in part, by a lien on and pledge of the Net Revenues, subordinate and inferior in rank and dignity to the lien on and pledge of such Net Revenues securing the payment of the Parity Obligations, as may be authorized by the laws of the State of Texas. Section 25. ISSUANCE OF SPECIAL PROJECT OBLIGATIONS. Nothing in this Ordinance shall be construed to deny the City the right and it shall retain, and hereby reserves unto itself, the right to issue Special Project obligations secured by liens on and pledges of revenues and proceeds derived from Special Projects. Section 26. LIMITED OBLIGATIONS OF THE CITY. The Parity Obligations are limited, special obligations of the City payable from and equally and ratably secured solely by a first lien on and pledge of the Pledged Revenues, and the Holders thereof shall never have the right to demand payment of the principal or interest on the Parity Obligations from any funds raised or to be raised through taxation by the City. Section 27. SECURITY FOR FUNDS. All money on deposit in the Funds for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and money on deposit in such Funds shall be used only for the purposes permitted by this Ordinance. Section 28. DEFAULT AND REMEDIES. (a) Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default: (i) the failure to make payment of the principal of or interest on any of the Bonds when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement or obligation of the City, the failure to perform which materially, adversely affects the rights of the Registered Owners of the Bonds, including, but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any Registered Owner to the City. (b) Remedies for Default. (i) Upon the happening of any Event of Default, then and in every case, any Registered Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees therefor, may proceed against the City, or any official, officer or employee of the City in their official capacity, for the purpose of protecting and enforcing the rights of the Registered Owners under this Ordinance, by mandamus or other suit, Page 214 of 540 GTOWN\URB\2016: Ordinance 26 action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Registered Owners hereunder or any combination of such remedies. (ii) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Registered Owners of Bonds then outstanding. (c) Remedies Not Exclusive. (i) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Ordinance. (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. (iii) By accepting the delivery of a Bond authorized under this Ordinance, such Registered Owner agrees that the certifications required to effectuate any covenants or representations contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or trustees of the City or the City Council. (iv) None of the members of the City Council, nor any other official or officer, agent, or employee of the City, shall be charged personally by the Registered Owners with any liability, or be held personally liable to the Registered Owners under any term or provision of this Ordinance, or because of any Event of Default or alleged Event of Default under this Ordinance. Section 29. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent provided in subsections (c) and (e) of this Section, when payment of the principal of such Bond, plus interest thereon to the due date or dates (whether such due date or dates be by reason of maturity, upon redemption, or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof (including the giving of any required notice of redemption or the establishment of irrevocable provisions for the giving of such notice) or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar or an eligible trust company or commercial bank for such payment (1) lawful money of the United States of America sufficient to make such payment, (2) Defeasance Securities, certified by an independent public accounting firm of national reputation to mature as to principal and interest in such amounts and at such times as will ensure Page 215 of 540 GTOWN\URB\2016: Ordinance 27 the availability, without reinvestment, of sufficient money to provide for such payment and when proper arrangements have been made by the City with the Paying Agent/Registrar or an eligible trust company or commercial bank for the payment of its services until all Defeased Bonds shall have become due and payable or (3) any combination of (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 Pledged Revenues as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Defeasance Securities and thereafter the City will have no further responsibility with respect to amounts available to such Paying Agent/Registrar (or other financial institution permitted by applicable law) for the payment of such Defeased Bond, including any insufficiency therein caused by the failure of the Paying Agent/Registrar (or other financial institution permitted by law) to receive payment when due on the Defeasance Securities. (b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of a Bond as aforesaid when proper notice of redemption of such Bonds shall have been given or upon the establishment of irrevocable provisions for the giving of such notice, in accordance with this Ordinance. Any money so deposited with the Paying Agent/Registrar or an eligible trust company or commercial bank as provided in this Section may at the discretion of the City also be invested in Defeasance Securities, maturing in the amounts and at the times as hereinbefore set forth, and all income from all Defeasance Securities in possession of the Paying Agent/Registrar or an eligible trust company or commercial bank pursuant to this Section which is not required for the payment of such Bond and premium, if any, and interest thereon with respect to which such money has been so deposited, shall be remitted to the City. (c) Notwithstanding any provision of any other Section of this Ordinance which may be contrary to the provisions of this Section, all money or Defeasance Securities set aside and held in trust pursuant to the provisions of this Section for the payment of principal of the Bonds and premium, if any, and interest thereon, shall be applied to and used solely for the payment of the particular Bonds and premium, if any, and interest thereon, with respect to which such money or Defeasance Securities have been so set aside in trust. Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the City shall make proper arrangements to provide and pay for such services as required by this Ordinance. (d) Notwithstanding anything elsewhere in this Ordinance, if money or Defeasance Securities have been deposited or set aside with the Paying Agent/Registrar or an eligible trust company or commercial bank pursuant to this Section for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment of the provisions of this Section shall be made without the consent of the registered owner of each Bond affected thereby. (e) Notwithstanding the provisions of subsection (a) immediately above, to the extent that, upon the defeasance of any Defeased Bond to be paid at its maturity, the City retains the right under Texas law to later call that Defeased Bond for redemption in accordance with the provisions of this Ordinance, the City may call such Defeased Bond for redemption upon complying with the provisions of Texas law and upon the satisfaction of the provisions of subsection (a) immediately Page 216 of 540 GTOWN\URB\2016: Ordinance 28 above with respect to such Defeased Bond as though it was being defeased at the time of the exercise of the option to redeem the Defeased Bond and the effect of the redemption is taken into account in determining the sufficiency of the provisions made for the payment of the Defeased Bond. Section 30. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new bond of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed Bond, in replacement for such Bond in the manner hereinafter provided. (b) Application for Replacement Bonds. Application for replacement of damaged, mutilated, lost, stolen or destroyed Bonds shall be made by the registered owner thereof to the Paying Agent/Registrar. In every case of loss, theft or destruction of a Bond, the registered owner applying for a replacement bond shall furnish to the City and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft or destruction of a Bond, the registered owner shall furnish to the City and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft or destruction of such Bond, as the case may be. In every case of damage or mutilation of a Bond, the registered owner shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any such Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Bond, the City may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge the registered owner of such Bond with all legal, printing and other expenses in connection therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under this Ordinance. (e) Authority for Issuing Replacement Bonds. In accordance with Subchapter D of Chapter 1201, Texas Government Code, this Section of this Ordinance shall constitute authority for the issuance of any such replacement bond without necessity of further action by the governing body of the City or any other body or person, and the duty of the replacement of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with the effect, as provided in Section 5(a) of this Ordinance for Bonds issued in exchange for other Bonds. Page 217 of 540 GTOWN\URB\2016: Ordinance 29 Section 31. AMENDMENT OF ORDINANCE. (a) The Bond Insurer, if any, and the holders of the Parity Obligations aggregating a majority in principal amount of the aggregate principal amount of then Outstanding Parity Obligations shall have the right from time to time to approve any amendment to this Ordinance which may be deemed necessary or desirable by the City, provided, however, that without the consent of the Bond Insurer and the holders of all of the effected Parity Obligations at the time outstanding, nothing herein contained shall permit or be construed to permit the amendment of the terms and conditions in this Ordinance or in the Parity Obligations so as to: (1) Make any change in the maturity of the Outstanding Parity Obligations; (2) Reduce the rate of interest borne by any of the Outstanding Parity Obligations; (3) Reduce the amount of the principal payable on the Outstanding Parity Obligations; (4) Modify the terms of payment of principal of or interest on the Outstanding Parity Obligations or impose any conditions with respect to such payment; (5) Affect the rights of the holders of less than all of the Parity Obligations then Outstanding; (6) Change the minimum percentage of the principal amount of Parity Obligations necessary for consent to such amendment. (b) If at any time the City shall desire to amend this Ordinance under this Section, the City shall cause notice of the proposed amendment to be delivered to the Bond Insurer and published in a financial newspaper or journal of general circulation in The City of New York, New York, once during each calendar week for at least two successive calendar weeks. Such notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file for inspection by all registered owners of Parity Obligations at the designated trust office of the registrar for the Parity Obligations. Such publication is not required, however, if notice in writing is given to each registered owner of the Parity Obligations. (c) Whenever at any time not less than thirty days, and within one year, from the date of the first publication of said notice or other service of written notice the City shall receive an instrument or instruments executed by the holders of at least a majority in aggregate principal amount of all Parity Obligations then outstanding, which instrument or instruments shall refer to the proposed amendment described in said notice and which specifically consent to and approve such amendment in substantially the form of the copy thereof on file with the Paying Agent/Registrar, the City Council may pass the amendatory ordinance in substantially the same form. (d) Upon the passage of any amendatory ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be amended in accordance with such amendatory Page 218 of 540 GTOWN\URB\2016: Ordinance 30 ordinance, and the respective rights, duties and obligations under this Ordinance of the City and all the holders of then outstanding Parity Obligations shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such amendments. (e) Any consent given by the registered owner of a Parity Obligation pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the first publication of the notice provided for in this Section, and shall be conclusive and binding upon all future holders of the same Parity Obligation during such period. Such consent may be revoked at any time after six months from the date of the first publication of such notice by the holder who gave such consent, or by a successor in title, by filing notice thereof with the Paying Agent and the City, but such revocation shall not be effective if the registered owners of at least a majority in aggregate principal amount of the then outstanding Parity Obligations as in this Section defined have, prior to the attempted revocation, consented to and approve the amendment. (f) For the purpose of this Section, the fact of the holding of Parity Obligations issued in registered form without coupons and the amounts and numbers of such Parity Obligations and the date of their holding same shall be proved by the Registration Books of the Paying Agent/Registrar. For purposes of this Section, the holder of a Parity Obligation in such registered form shall be the owner thereof as shown on such Registration Books. The City may conclusively assume that such ownership continues until written notice to the contrary is served upon the City. (g) The foregoing provisions of this Section notwithstanding, the City by action of the City Council may amend this Ordinance for any one or more of the following purposes: (1) To add to the covenants and agreements of the City in this Ordinance contained, other covenants and agreements thereafter to be observed, grant additional rights or remedies to bondholders or to surrender, restrict or limit any right or power herein reserved to or conferred upon the City; (2) To make such provisions for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained in this Ordinance, or in regard to clarifying matters or questions arising under this Ordinance, as are necessary or desirable and not contrary to or inconsistent with this Ordinance and which shall not adversely affect the interests of the holders of the Parity Obligations; (3) To make any changes or amendments requested by any Rating Agency, as a condition to the issuance or maintenance of a rating, which changes or amendments do not, in the judgment of the City, materially adversely affect the interests of the owners of the outstanding Parity Obligations; (4) To make such changes, modifications or amendments as may be necessary or desirable, which shall not adversely affect the interests of the owners of the outstanding Parity Obligations, in order, to the extent permitted by law, to facilitate the economic and practical utilization of credit agreements with respect to the Parity Obligations including, Page 219 of 540 GTOWN\URB\2016: Ordinance 31 without limitation, supplementing the definition of "Annual Debt Service Requirements" to address the amortization of payments due and owing under a credit agreement; (5) To modify any of the provisions of this Ordinance in any other respect whatever, provided that (i) such modification shall be, and be expressed to be, effective only after all Parity Obligations outstanding at the date of the adoption of such modification shall cease to be outstanding, and (ii) such modification shall be specifically referred to in the text of all Additional Parity Obligations issued after the date of the adoption of such modification. Notice of any such amendment may be published or given by the City in the manner described in subsection (b) of this Section; provided, however, that the publication of such notice shall not constitute a condition precedent to the adoption of such amendatory ordinance and the failure to publish such notice shall not adversely affect the implementation of such amendment as adopted pursuant to such amendatory ordinance. Section 32. SALE AND DELIVERY OF BONDS. The Bonds are hereby awarded and sold to the bidder whose bid produced the lowest true interest cost, pursuant to the taking of public bids therefor, on this date, and shall be delivered to __________________ (the APurchaser@) at a price of $__________ representing the par amount of the Bonds of $____________ plus an initial reoffering premium of $_____________. It is hereby officially found, determined and declared that the terms of this sale are the most advantageous reasonably obtainable and are in the best interest of the City. The Bonds shall initially be registered in the name of the Purchaser. Section 33. CUSTODY, APPROVAL AND REGISTRATION OF BONDS; BOND COUNSEL'S OPINION, BOND INSURANCE AND CUSIP NUMBERS. The Mayor of the City is hereby authorized to have control of the Bonds initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Bonds pending their delivery and their investigation, examination and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Bonds 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 Bonds, 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 (with an appropriate certificate pertaining thereto executed by facsimile signature of the City Secretary or the Deputy City Secretary of the City), a statement regarding any insurance policy and the assigned CUSIP numbers may, at the option of the City, be printed on or attached to the Bonds issued and delivered under this Ordinance, but such additions or attachments shall not have any legal effect, and shall be solely for the convenience and information of the registered owners of the Bonds. Section 34. APPROVAL OF OFFICIAL STATEMENT. The City hereby approves the form and content of the Notice of Sale and Preliminary Official Statement and Official Statement relating to the Bonds and any addenda, supplement or amendment thereto, and approves the distribution of such Official Statement in the reoffering of the Bonds by the Initial Purchaser in final form, with such changes therein or additions thereto as the officer executing the same may deem advisable, such determination to be conclusively evidenced by his execution thereof. The Page 220 of 540 GTOWN\URB\2016: Ordinance 32 distribution and use of the Preliminary Official Statement dated April ___, 2016, prior to the date hereof is ratified and confirmed. The City Council of the City hereby finds and determines that the Preliminary Official Statement and the Official Statement were and are "deemed final" (as that term is defined in 17 C.F.R. Section 240.15c-12) as of their respective dates. Section 35. ADDITIONAL INSURANCE PROVISIONS. Bond Counsel is authorized to insert any necessary provisions required by the bond insurer and agreed to by the City and the City Attorney. Section 36. NO RECOURSE AGAINST CITY OFFICIALS. No recourse shall be had for the payment of principal of or interest on any Parity Bonds or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Parity Bonds. Section 37. FURTHER ACTIONS. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Bonds, the initial sale and delivery of the Bonds, the Paying Agent/Registrar Agreement, any insurance commitment letter or insurance policy and the Official Statement. In addition, prior to the initial delivery of the Bonds, the Mayor, the City Manager or Assistant City Manager, the City Attorney and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement, (ii) obtain a rating from any of the national bond rating agencies or satisfy requirements of the Bond Insurer, or (iii) obtain the approval of the Bonds by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. Section 38. INTERPRETATIONS. All terms defined herein and all pronouns used in this Ordinance shall be deemed to apply equally to singular and plural and to all genders. The titles and headings of the articles and sections of this Ordinance have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof. This Ordinance and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the validity of the Bonds and the validity of the lien on and pledge of the Pledged Revenues to secure the payment of the Bonds. Section 39. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby Page 221 of 540 GTOWN\URB\2016: Ordinance 33 repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. Section 40. INTERESTED PARTIES. Nothing in this Ordinance expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the City and the registered owners of the Bonds, any right, remedy or claim under or by reason of this Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Ordinance contained by and on behalf of the City shall be for the sole and exclusive benefit of the City and the registered owners of the Bonds. Section 41. INCORPORATION OF RECITALS. The City hereby finds that the statements set forth in the recitals of this Ordinance are true and correct, and the City hereby incorporates such recitals as a part of this Ordinance. Section 42. 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 43. EFFECTIVE DATE. This Ordinance shall become effect immediately from and after its passage on first and final reading in accordance with Section 1201.028, Texas Government Code, as amended. Section 44. PERFECTION. Chapter 1208, Government Code, applies to the issuance of the Bonds and the pledge of revenues granted by the City under Section 7 of this Ordinance, and such pledge is therefore valid, effective and perfected. If Texas law is amended at any time while the Bonds are outstanding and unpaid such that the pledge of revenues granted by the City under Section 7 of this Ordinance is to be subject to the filing requirements of Chapter 9, Business & Commerce Code, then in order to preserve to the registered owners of the Bonds the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Business & Commerce Code and enable a filing to perfect the security interest in said pledge to occur. Section 45. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby authorizes the disbursement of a fee equal to the lesser of (i) one-tenth of one percent of the principal amount of the Bonds or (ii) $9,500, provided that such fee shall not be less than $750, to the Attorney General of Texas Public Finance Division for payment of the examination fee charged by the State of Texas for the Attorney General's review and approval of public securities and credit agreements, as required by Section 1202.004 of the Texas Government Code. The appropriate member of the City's staff is hereby instructed to take the necessary measures to make this payment. The City is also authorized to reimburse the appropriate City funds for such payment from proceeds of the Bonds. Page 222 of 540 GTOWN\URB\2016: Ordinance URB Ordinance Sig Pg IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and approved on the first and final reading on the 26th day of April, 2016. THE CITY OF GEORGETOWN: Dale Ross, Mayor City of Georgetown, Texas ATTEST: Shelley Nowling, City Secretary APPROVED AS TO FORM: Charlie McNabb, City Attorney Page 223 of 540 GTOWN\URB\2016: Ordinance A-1 EXHIBIT A As used in this Ordinance, the following terms and expressions shall have the meanings set forth below, unless the text hereof specifically indicates otherwise: "Accountant" means an independent certified public accountant or accountants or a firm of an independent certified public accountants, in either case, with demonstrated expertise and competence in public accountancy. "Additional Parity Obligations" means bonds, notes, warrants, certificates of obligation, contractual obligations or other Debt which the City reserves the right to issue or enter into, as the case may be, in the future under the terms and conditions provided in Sections 22 and 23 of this Ordinance and which obligations are equally and ratably secured solely by a first lien on and pledge of the Pledged Revenues on a parity with the outstanding Parity Obligations and the Bonds. "Amortization Installment" means, with respect to any Term Bonds of any series of Parity Obligations, the amount of money which is required to be deposited into a mandatory redemption account for retirement of such Term Bonds (whether at maturity or by mandatory redemption and including redemption premium, if any) provided that the total Amortization Installments for such Term Bonds shall be sufficient to provide for retirement of the aggregate principal amount of such Term Bonds. "Annual Debt Service Requirements" means, as of the date of calculation, the principal of and interest on all Parity Obligations coming due at Maturity or Stated Maturity (or that could come due on demand of the owner thereof other than by acceleration or other demand conditioned upon default by the City on such Debt, or be payable in respect of any required purchase of such Debt by the City) in such Fiscal Year, and, for such purposes, any one or more of the following rules shall apply at the election of the City: (1) Balloon Debt. If the principal (including the accretion of interest resulting from original issue discount or compounding of interest) of any series or issue of Funded Debt due (or payable in respect of any required purchase of such Funded Debt by the City) in any Fiscal Year either is equal to at least 25% of the total principal (including the accretion of interest resulting from original issue discount or compounding of interest) of such Funded Debt or exceeds by more than 50% the greatest amount of principal of such series or issue of Funded Debt due in any preceding or succeeding Fiscal Year (such principal due in such Fiscal Year for such series or issue of Funded Debt being referred to herein and throughout this Ordinance as "Balloon Debt"), the amount of principal of such Balloon Debt taken into account during any Fiscal Year shall be equal to the debt service calculated using the original principal amount of such Balloon Debt amortized over the Term of Issue on a level debt service basis at an assumed interest rate equal to the rate borne by such Balloon Debt on the date of calculation; (2) Consent Sinking Fund. In the case of Balloon Debt, if a Designated Financial Officer shall deliver to the City a certificate providing for the retirement of (and the Page 224 of 540 GTOWN\URB\2016: Ordinance A-2 instrument creating such Balloon Debt shall permit the retirement of), or for the accumulation of a sinking fund for (and the instrument creating such Balloon Debt shall permit the accumulation of a sinking fund for), such Balloon Debt according to a fixed schedule stated in such certificate ending on or before the Fiscal Year in which such principal (and premium, if any) is due, then the principal of (and, in the case of retirement, or to the extent provided for by the sinking fund accumulation, the premium, if any, and interest and other debt service charges on) such Balloon Debt shall be computed as if the same were due in accordance with such schedule, provided that this clause (2) shall apply only to Balloon Debt for which the installments previously scheduled have been paid or deposited to the sinking fund established with respect to such Debt on or before the times required by such schedule; and provided further that this clause (2) shall not apply where the City has elected to apply the rule set forth in clause (1) above; (3) Prepaid Debt. Principal of and interest on Bonds and Additional Parity Obligations, or portions thereof, shall not be included in the computation of the Annual Debt Service Requirements for any Fiscal Year for which such principal or interest are payable from funds on deposit or set aside in trust for the payment thereof at the time of such calculations (including without limitation capitalized interest and accrued interest so deposited or set aside in trust) with a financial institution acting as fiduciary with respect to the payment of such Debt; and (4) Variable Rate. As to any Parity Obligations that bear interest at a variable interest rate which cannot be ascertained at the time of calculation of the Annual Debt Service Requirement then, at the option of the City, either (A) an interest rate equal to the average rate borne by such Parity Obligations (or by comparable debt in the event that such Parity Obligations has not been outstanding during the preceding 24 months) for any 24 month period ending within 30 days prior to the date of calculation, or (B) an interest rate equal to the 30-year Revenue Bond Index (as most recently published in The Bond Buyer), shall be presumed to apply for all future dates, unless such index is no longer published in The Bond Buyer, in which case an index of revenue bonds with maturities of at least 20 years which is published in a financial newspaper or journal with national circulation may be used for this purpose (if two Series of Parity Obligations which bear interest at variable interest rate, or one or more maturities within a Series, of equal par amounts, are issued simultaneously with inverse floating interest rates providing a composite fixed interest rate for such Parity Obligations taken as a whole, such composite fixed rate shall be used in determining the Annual Debt Service Requirement with respect to such Parity Obligations); With respect to any calculation of historic data, only those payments actually made in the subject period shall be taken into account in making such calculation and, with respect to prospective calculations, only those payments reasonably expected to be made in the subject period shall be taken into account in making the calculation. "Average Annual Debt Service Requirements" means that average amount which, at the time of computation, will be required to pay the Annual Debt Service Requirements when due Page 225 of 540 GTOWN\URB\2016: Ordinance A-3 (either at Stated Maturity or mandatory redemption) and derived by dividing the total of such Annual Debt Service Requirements by the number of Fiscal Years then remaining before Stated Maturity of such Parity Obligations. For the purposes of this definition, a fractional period of a Fiscal Year shall be treated as an entire Fiscal Year. Capitalized interest payments provided from bond proceeds, accrued interest on any Debt, and interest earnings thereon shall be excluded in making such computation. "Bond Insurer" means any entity that insures or guarantees the payment of principal and interest on any Bonds or the provider of a Reserve Fund Obligation. "Bonds" means, the City of Georgetown, Texas Utility System Revenue Bonds, Series 2016 authorized by this Ordinance. "Book-Entry-Only System" means the book-entry system of bond registration provided in Section 5, or any successor system of book-entry registration. "Cede & Co." means the designated nominee and its successors and assigns of The Depository Trust Company, New York. "City" means the City of Georgetown, Texas, and where appropriate, the City Council. "Debt" and "Debt of the City payable from Pledged Revenues" mean: (1) all indebtedness payable from Pledged Revenues and/or Net Revenues incurred or assumed by the City for borrowed money and all other financing obligations of the System payable from Pledged Revenues and/or Net Revenues that, in accordance with generally accepted accounting principles, are shown on the liability side of a balance sheet; and (2) all other indebtedness payable from Pledged Revenues and/or Net Revenues (other than indebtedness otherwise treated as Debt hereunder) for borrowed money or for the acquisition, construction or improvement of property or capitalized lease obligations pertaining to the System that is guaranteed, directly or indirectly, in any manner by the City, or that is in effect guaranteed, directly or indirectly, by the City through an agreement, contingent or otherwise, to purchase any such indebtedness or to advance or supply funds for the payment or purchase of any such indebtedness or to purchase property or services primarily for the purpose of enabling the debtor or seller to make payment of such indebtedness, or to assure the owner of the indebtedness against loss, or to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether or not such property is delivered or such services are rendered), or otherwise. For the purpose of determining Debt, there shall be excluded any particular Debt if, upon or prior to the Maturity thereof, there shall have been deposited with the proper depository (a) in trust the necessary funds (or investments that will provide sufficient funds, if permitted by the instrument creating such Debt) for the payment, redemption, or satisfaction of such Debt or (b) evidence of Page 226 of 540 GTOWN\URB\2016: Ordinance A-4 such Debt deposited for cancellation; and thereafter it shall not be considered Debt. No item shall be considered Debt unless such item constitutes indebtedness under generally accepted accounting principles applied on a basis consistent with the financial statements of the System in prior Fiscal Years. "Defeasance Securities" means (i) Federal Securities, (ii) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the City Council adopts or approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the funding of an escrow to effect the defeasance of the Bonds are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent, (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the City Council adopts or approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the funding of an escrow to effect the defeasance of the Bonds, are rated as to investment quality by a nationally recognized investment rating firm no less than "AAA" or its equivalent and (iv) any other then authorized securities or obligations under applicable State law that may be used to defease obligations such as the Bonds. "Depository" means one or more official depository banks of the City. "DTC" means The Depository Trust Company, New York, New York and its successors and assigns. "DTC Participant" means 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. "Designated Financial Officer" means the chief financial officer of the City, or such other financial or accounting official of the City so designated by the City Council. "Federal Securities" as used herein means direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America. "Fiscal Year" means the twelve-month accounting period used by the City in connection with the operation of the System, currently ending on September 30 of each year, which may be any twelve consecutive month period established by the City, but in no event may the Fiscal Year be changed more than one time in any three calendar year period. "Funded Debt" means all Parity Obligations created or assumed by the City that mature by their terms (in the absence of the exercise of any earlier right of demand), or that are renewable at the option of the City to a date, more than one year after the original creation or assumption of such Debt by the City. Page 227 of 540 GTOWN\URB\2016: Ordinance A-5 "Gross Revenues" and "Gross Revenues of the City's System" mean all revenues, income and receipts of every nature derived or received by the City from the operation and ownership of the System; including the interest income from investment or deposit of money in any Fund created by this Ordinance or maintained by the City in connection with the System; and any other revenues hereafter pledged to the payment of all Parity Obligations. "Holder" or "Holders" means the registered owner, whose name appears in the Security Register, for any Parity Obligation. "Independent Engineer" means an individual, firm or corporation engaged in the engineering profession, being a registered professional engineer under the laws of the State of Texas, having specific experience with respect to electric, water, wastewater, reuse water and/or stormwater drainage systems similar to the System. "Insurance Policy" means the insurance policy issued by the Insurer guaranteeing the scheduled payment of principal of and interest on the Bonds when due. "Insurer" means any insurer of the Bonds, or any successor thereto or assignee thereof. "Interest and Sinking Fund" means the special Fund maintained by the provisions of Sections 8 and 11 of this Ordinance. "Maintenance and Operating Expenses" means the reasonable and necessary expenses of operation and maintenance of the System as required by Section 1502.058, Texas Government Code, as amended, including all salaries, labor, materials, repairs and extensions necessary to render efficient service (but only 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 meet some physical accident or conditions which would otherwise impair the Parity Obligations), and all payments under contracts now or hereafter defined as operating expenses by the Legislature of Texas. Depreciation shall never be considered as a Maintenance and Operating Expense. The definition includes a two- month reserve amount, as provided under Section 10 of this Ordinance. "Maturity" means, when used with respect to any Debt, the date on which the principal of such Debt or any installment thereof becomes due and payable as therein provided, whether at the Stated Maturity thereof or by declaration of acceleration, call for redemption, or otherwise. "Maximum Annual Debt Service Requirements" means the greatest requirements of Annual Debt Service Requirements (taking into account all mandatory principal redemption requirements) scheduled to occur in any future Fiscal Year or in the then current Fiscal Year for the particular obligations for which such calculation is made. Capitalized interest payments provided from Debt proceeds, accrued interest on any Debt, and interest earnings thereon shall be excluded in making such computation. "MSRB" means the Municipal Securities Rulemaking Board. Page 228 of 540 GTOWN\URB\2016: Ordinance A-6 "Net Revenues" and "Net Revenues of the City's System" mean all Gross Revenues remaining after deducting the Maintenance and Operating Expenses. "Ordinance" means this ordinance finally adopted by the City Council on April 26, 2016. "Outstanding", when used with respect to Parity Obligations, means, as of the date of determination, all Parity Obligations theretofore delivered under this Ordinance and any ordinance authorizing Additional Parity Obligations, except: (1) Parity Obligations theretofore cancelled and delivered to the City or delivered to the Paying Agent/Registrar for cancellation; (2) Parity Obligations deemed paid pursuant to the provisions of Section 29 of this Ordinance or any comparable section of any ordinance authorizing Additional Parity Obligations; (3) Parity Obligations upon transfer of or in exchange for and in lieu of which other Parity Obligations have been authenticated and delivered pursuant to this Ordinance and any ordinance authorizing Additional Parity Obligations; and (4) Parity Obligations under which the obligations of the City have been released, discharged or extinguished in accordance with the terms thereof. "Paying Agent/Registrar" shall have the meaning set forth in Section 5(a) hereof. "Parity Obligations" means the Bonds, the Previously Issued Parity Obligations and any Additional Parity Obligations hereafter issued by the City or obligations issued to refund any of the foregoing (as determined within the sole discretion of the City Council in accordance with applicable law) if issued in a manner that provides that the refunding bonds are payable from and equally and ratably secured by a first lien on and pledge of the Pledged Revenues. "Permitted Investments" means any security or obligation or combination thereof permitted under the Public Funds Investments Act, Chapter 2256, Texas Government Code, as amended or other applicable law. "Pledged Revenues" means (1) the Net Revenues, plus (2) any additional revenues, income, receipts, or other resources, including, without limitation, any grants, donations or income received or to be received from the United States Government, or any other public or private source, whether pursuant to an agreement or otherwise, which hereafter are pledged by the City to the payment of the Parity Obligations, and excluding those revenues excluded from Gross Revenues. "Previously Issued Parity Obligations" means the Outstanding Parity Obligations of the City entitled "City of Georgetown, Texas Utility System Revenue Bonds, Series 2006," "City of Georgetown, Texas Utility System Revenue and Refunding Bonds, Series 2006A," "City of Page 229 of 540 GTOWN\URB\2016: Ordinance A-7 Georgetown, Texas Utility System Revenue and Refunding Bonds, Series 2007," "City of Georgetown, Texas Utility System Revenue and Refunding Bonds, Series 2008," "City of Georgetown, Texas Utility System Revenue Bonds, Series 2010," "City of Georgetown, Texas Utility System Revenue Refunding Bonds, Series 2012," "City of Georgetown, Texas Utility System Revenue Bonds, Series 2014," "City of Georgetown, Texas Utility System Revenue Refunding Bonds, Series 2014," "City of Georgetown, Texas Utility System Revenue Bonds, Series 2014A" and "City of Georgetown, Texas Utility Sys tem Revenue Bonds, Series 2015." "Prudent Utility Practice" means any of the practices, methods and acts, in the exercise of reasonable judgment, in the light of the facts, including but not limited to the practices, methods and acts engaged in or previously approved by a significant portion of the public utility industry, known at the time the decision was made, that would have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition. It is recognized that Prudent Utility Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather is a spectrum of possible practices, methods or acts which could have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition. In the case of any facility included in the System which is operated in common with one or more other entities, the term Prudent Utility Practice, as applied to such facility, shall have the meaning set forth in the agreement governing the operation of such facility. "Rating Agency" means any nationally recognized securities rating agency which has assigned, at the request of the City, a rating to the Parity Obligations. "Record Date" means Record Date as defined in the Form of Bonds in Exhibit "B" to this Ordinance. "Required Reserve Amount" means the amount required to be maintained in the Reserve Fund pursuant to the provisions of Section 12 of this Ordinance. "Required Reserve Fund Deposits" means the deposits and credits, if any, required to be made to the Reserve Fund pursuant to the provisions of Section 12 of this Ordinance. "Reserve Fund" means the special fund created, established and maintained by the provisions of Section 12 of this Ordinance. "Reserve Fund Obligation" means, to the extent permitted by law, as evidenced by an opinion of nationally recognized bond counsel, a surety bond or insurance policy deposited in the Reserve Fund to satisfy the Required Reserve Amount whereby the City is obligated to provide funds up to and including the maximum amount and under the conditions specified in such agreement or instrument. "Reserve Fund Obligation Payment" means any subrogation payment the City is obligated to make from Pledged Revenues deposited in the Reserve Fund with respect to a Reserve Fund Obligation. Page 230 of 540 GTOWN\URB\2016: Ordinance A-8 "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. "Special Project" means, to the extent permitted by law, any electric, waterworks, sanitary sewer, wastewater reuse or municipal drainage system property, improvement or facility declared by the City not to be part of the System, for which the costs of acquisition, construction and installation are paid from proceeds of a financing transaction other than the issuance of bonds payable from ad valorem taxes, Pledged Revenues or Net Revenues and for which all maintenance and operation expenses are payable from sources other than ad valorem taxes, Pledged Revenues or Net Revenues, but only to the extent that and for so long as all or any part of the revenues or proceeds of which are or will be pledged to secure the payment or repayment of such costs of acquisition, construction and installation under such financing transaction. "Stated Maturity" means the annual principal payments of the Parity Obligations payable on the respective dates set forth in the Ordinances which authorized the issuance of such Parity Obligations. "Subordinate Lien Obligations" means (i) any bonds, notes, warrants, certificates of obligation, contractual obligations or other Debt issued by the City that are payable, in whole or in part, from and equally and ratably secured by a lien on and pledge of the Net Revenues, such pledge being subordinate and inferior to the lien on and pledge of the Net Revenues that are or will be pledged to the payment of any Parity Obligations issued by the City, and (ii) obligations hereafter issued to refund any of the foregoing if issued in a manner that provides that the refunding bonds are payable from and equally and ratably secured, in whole or in part, by a lien on and pledge of the Net Revenues on a parity with the Subordinate Lien Obligations. "System" means as currently comprised, the City's combined electric, waterworks and sewer system, which includes all properties, facilities, plants, improvements, equipment, interests and rights currently owned, operated and maintained by the City for the (i) generation, transmission, distribution or sale of electric power and energy, (ii) supply, treatment, and transmission and distribution of treated potable water and (iii) collection and treatment of wastewater, and for water reuse, together with all future extensions, improvements, purchases, repairs, replacements and additions thereto, whether situated within or without the limits of the City, and all water (in any form) owned by the City; provided, however, that the City expressly retains the right to (i) sale or disaggregate the System as set forth in Section 18 of this Ordinance and (ii) incorporate any other utility system as provided by the laws of the State of Texas as a part of the System. The System shall not include any Special Project or any disaggregated part of the System as provided in Section 18 of this Ordinance. "Term Bonds" means those Parity Obligations so designated in the ordinances authorizing such bonds which shall be subject to retirement by operation of a mandatory redemption account. Page 231 of 540 GTOWN\URB\2016: Ordinance A-9 "Term of Issue" means with respect to any Balloon Debt, a period of time equal to the greater of (i) the period of time commencing on the date of issuance of such Balloon Debt and ending on the final maturity date of such Balloon Debt or (ii) twenty-five years. Page 232 of 540 GTOWN\URB\2016: Ordinance B-1 EXHIBIT B FORM OF BOND R- UNITED STATES OF AMERICA PRINCIPAL STATE OF TEXAS AMOUNT CITY OF GEORGETOWN, TEXAS $___________ UTILITY SYSTEM REVENUE BOND, SERIES 2016 INTEREST RATE MATURITY DATE DATE OF SERIES CUSIP NO. April 15, 2016 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS ON THE MATURITY DATE specified above, the CITY OF GEORGETOWN, TEXAS (the "City"), being a political subdivision and municipal corporation of the State of Texas, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), the Principal Amount specified above, and to pay interest thereon (calculated on the basis of a 360-day year of twelve 30-day months) from the initial date of delivery of the Bonds at the Interest Rate per annum specified above, payable on February 15, 2017, and semiannually on each February 15 and August 15 thereafter to the Maturity Date specified above, or the date of redemption prior to maturity; except that if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such Principal Amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full. Notwithstanding the foregoing, during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, any payment to the securities depository, or its nominee or registered assigns, shall be made in accordance with existing arrangements between the City and the securities depository. THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Bond shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at maturity or upon the date fixed for its redemption prior to maturity, at the designated office for payment of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas which is the Page 233 of 540 GTOWN\URB\2016: Ordinance B-2 "Paying Agent/Registrar" for this Bond. 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, 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 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, as hereinafter described. 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 (the "Special Payment Date" 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 Registered Owner appearing on the Registration Books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. Any accrued interest due 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 principal office for payment of the Paying Agent/Registrar (unless the redemption date is a regularly scheduled interest payment date, in which case accrued interest on such redeemed Bonds shall be payable in the regular manner described above). 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" referred to in and maintained 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. Terms used in this Bond and not otherwise defined shall have the meaning given in the Bond Ordinance. IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the principal office for payment of the Paying Agent/Registrar is located are authorized by law or executive order to close, or the United States Postal Service is not open for business (each a "Non- Business Day"), then the date for such payment shall be the next succeeding day which is not a Non-Business Day, 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 April 15, 2016, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $___________ FOR THE PURPOSE OF (1) CONSTRUCTING IMPROVEMENTS AND EXTENSION TO THE CITY'S UTILITY SYSTEM (HEREINAFTER DEFINED) INCLUDING SCADA REMOTE MONITORING AND CONTROL SYSTEMS AND SUBSTATION IMPROVEMENTS, (2) CONSTRUCTING IMPROVEMENTS AND EXTENSION TO THE CITY'S WATER SYSTEM (HEREINAFTER DEFINED) INCLUDING PUMP Page 234 of 540 GTOWN\URB\2016: Ordinance B-3 STATION IMPROVEMENTS, (3) CONSTRUCTING IMPROVEMENTS AND EXTENSION TO THE CITY'S WASTEWATER SYSTEM (HEREINAFTER DEFINED) INCLUDING PECAN BRANCH AND BERRY CREEK INTERCEPTOR IMPROVEMENTS AND (4) PAYING THE COSTS ASSOCIATED WITH THE ISSUANCE OF THE BONDS. ON AUGUST 15, 2025 OR ON ANY DATE THEREAFTER, the Bonds maturing on and after August 15, 2026 may be redeemed prior to their scheduled maturities, at the option of the City, with funds derived from any available and lawful source, at a redemption price equal to the principal amount to be redeemed plus accrued interest to the date fixed for redemption as a whole, or from time to time in part, and, if in part, the particular Bonds, or portions thereof, to be redeemed shall be selected and designated by the City, and if less than all of a maturity is to be redeemed the Paying Agent/Registrar shall determine by lot the Bonds, or portions thereof within such maturity to be redeemed (provided that a portion of a Bond may be redeemed only in integral multiples of $5,000 of principal amount). AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof prior to maturity, a written notice of such redemption shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, at least 30 days prior to the date fixed for any such redemption to the Registered Owner of each Bond to be redeemed at its address as it appeared on the Registration Books maintained by the Paying Agent/Registrar on the day such notice of redemption is mailed. By the date fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or portions thereof which are to be so redeemed. If such written notice of redemption is mailed and if due 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 Bond shall be redeemed a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the Registered Owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in the Bond Ordinance. WITH RESPECT TO any optional redemption of the Bonds, unless certain prerequisites to such redemption required by the Bond Ordinance have been met and moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state that said redemption may, at the option of the City, be conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no force and effect, the City shall Page 235 of 540 GTOWN\URB\2016: Ordinance B-4 not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Bonds have not been redeemed. 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 (an "Authorized Denomination"). 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 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 transferring and exchanging any Bond or portion thereof shall be paid by the City, but any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer 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 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 Bond 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 an unredeemed balance of a Bond called for redemption in part. WHENEVER the beneficial ownership of this Bond is determined by a book entry at a securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring this Bond shall be modified to require the appropriate person or entity to meet the requirements of the securities depository as to registering or transferring the book entry to produce the same effect. Page 236 of 540 GTOWN\URB\2016: Ordinance B-5 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; that this Bond is a special obligation of the City, and that the interest on and principal of this Bond, together with the Previously Issued Parity Obligations and all other outstanding "Parity Obligations" (as defined in the Bond Ordinance), as such interest comes due, and as such principal matures, are payable from and secured by a lien on and pledge of the "Pledged Revenues" of the "System" (which is generally described as the City's combined electric, waterworks and sewer system), all as provided in the Bond Ordinance. THE CITY also has reserved the right, subject to restrictions stated in the Ordinance, to issue Additional Parity Obligations which also may be made payable from and equally and ratably secured by a first lien on and pledge of, the Pledged Revenues of the System in the same manner and to the same extent as this series of Bonds. THE CITY also has reserved the right, subject to restrictions stated in the Bond Ordinance to issue Subordinate Lien Obligations payable from and equally and ratably secured, in whole or in part, by a lien on and pledge of the Net Revenues (as defined in the Bond Ordinance), subordinate and inferior in rank and dignity to the lien on and pledge of such Net Revenues securing payment of the Bonds, the Previously Issued Parity Obligations or any Additional Parity Obligations. THE OWNER HEREOF shall never have the right to demand payment of this Bond out of any funds raised or to be raised by taxation. 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. Page 237 of 540 GTOWN\URB\2016: Ordinance B-6 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 the official seal of the City has been duly impressed, or placed in facsimile, on this Bond. (facsimile signature) (facsimile signature) City Secretary Mayor Page 238 of 540 GTOWN\URB\2016: Ordinance B-7 [CITY SEAL] 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'S SEAL) Comptroller of Public Accounts of the State of Texas 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 exchange for a bond or bonds, or a portion of a bond or bonds of a series which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Paying Agent/Registrar By ____________________________ Authorized Representative FORM OF ASSIGNMENT: ASSIGNMENT Page 239 of 540 GTOWN\URB\2016: Ordinance B-8 FOR VALUE RECEIVED, the undersigned Registered Owner of this Bond, or duly authorized representative or attorney thereof, hereby sells, assigns and transfers this Bond and all rights hereunder unto _____________________________________________________________ ________________________ / / _______________________________________________ (Assignee's Social Security or (Please print or typewrite Assignee's name and address, Taxpayer Identification Number) including zip code) ______________________________________________________________________________ and hereby irrevocably constitutes and appoints _____________________________________ attorney to transfer the registration of this Bond on the Paying Agent/Registrar's Registration Books with full power of substitution in the premises. Dated: _________________ Signature Guaranteed: ____________________________________ NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. ____________________________________ NOTICE: The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Bond in every particular, without alteration or enlargement or any change whatsoever. INSERTIONS FOR THE INITIAL BOND The initial Bond shall be in the form set forth in this Exhibit, except that: A. immediately under the name of the Bond, the headings "INTEREST RATE" and "MATURITY DATE" shall both be completed with the words "As shown below" and "CUSIP NO." shall be deleted. B. the first paragraph shall be deleted and the following will be inserted: "ON THE MATURITY DATE SPECIFIED BELOW, the City of Georgetown, Texas (the "City"), being a political subdivision, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), on August 15 in each of the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: Year Principal Rate Page 240 of 540 GTOWN\URB\2016: Ordinance B-9 (Information from Sections 3 and 4 to be inserted) The City promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360-day year of twelve 30-day months) from the initial date of delivery of the Bonds at the respective Interest Rate per annum specified above. Interest is payable on February 15, 2017 and semiannually on each February 15 and August 15 thereafter to the date of payment of the principal installment specified above; except, that if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such principal amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full." C. The initial Bond shall be numbered "T-1." Page 241 of 540 GTOWN\URB\2016: Ordinance C-1 EXHIBIT C DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 21 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: 1. The annual audited financial statements of the City of Georgetown, Texas or the unaudited financial statements of the City of Georgetown, Texas in the event audited financial statements are not completed within six months after the end of any Fiscal Year. 2. All quantitative financial information and operating data with respect to the City of the general type included in the Official Statement under Tables 1 through 11 and 13 and in Appendix C. Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to in paragraph 1 above. Page 242 of 540 City of Georgetown, Texas City Council Regula r Meeting April 26, 2016 SUBJECT: Forwarded fro m the G eneral G overnment and Fi nance Advi sory B oard (G G AF): Fi rst Readi ng of an Ordinance authori zi ng the Issuance o f City of Georgetown, Texas G eneral Obl i gati on Refundi ng B onds, Seri es 2 01 6, autho rizing the levy of an Ad Valorem Tax in support of the bonds, appro ving an Official Statement, a P aying Agent/Re gistrar Agreement, a Purchase Agre e ment and an Escrow Agreement; e stablishing procedures for Se lling and Delivery of the Bonds and authorizing other matte rs relating to the bonds -- Laurie Brewer, Assistant City Manage r (acti on requi red) ITEM SUMMARY: Consideratio n and action with respect to "Ordinance Authorizing the Issuance of City o f Georgetown, Texas General Obligation Refunding Bo nds, Series 2 01 6; Authorizing the Levy of an Ad Valorem Tax in Support o f the Bonds; Approving an Official Statement, a P aying Agent/Registrar Agreement, a Purchase Agreeme nt and an Escrow Agreement; Establishing Pro cedures for Se lling and Delivery of the Bonds; and Authorizing Other Matters Relating to the Bonds;" This ordinance authorizes issuance o f General Obligation Refunding Bonds, the amount of which will not be determined until the actual sale of the bonds, due to market conditions. This issue will refund up to $1 0 million of General Obligation refunding Bo nds to refund Series 200 6 and 20 07 Certificates of Obligation, General Obligation and Refunding Bonds. The current estimates would issue $7.3 million of refunding bo nds that wo uld provide an e stimated Net Prese nt Value savings o f $8 97 ,33 4. The final savings won’t be determined until the actual bo nd sale and related market conditio ns. These bo nds will be handle d as a “ne gotiated sale” due to special structuring requirements related to the issuance of refunding bonds and so ld at le ast 15 days after the 2 01 6 Series GO and CO bonds on May 12 , 20 16 , which are being so ld in a co mpetitive (best bid) process. Due to the delay in the sale itself, this ordinance also delegates signing the final refunding bond documents to the Mayo r or the Mayor-P ro Tem. This action allows the City’s Financial Advisor to place the bonds at the most o pportune time in the marke t, while meeting all the legal require ments o f the sale. The General Government and Finance Board unanimo usly reco mmended approval of this transaction at the Marc h 3 0, 2016 meeting. FINANCIAL IMPACT: Once the bonds are sold, an analysis of the cost savings will be provided to the City Co uncil. Pl ease note al l ordi nanc e s w i l l be approved and effecti ve on Fi rst Re adi ng i n accordance wi th Secti on 1201 .02 8, Texas Governme nt Co de. SUBMITTED BY: Laurie Brewer, Assistant City Manager - kj ATTACHMENT S: Description GO Refunding Bond s Ordinanc e GO Refunding Deb t Service and Estimate Page 243 of 540 Georgetown\GORefg\16\Del: Ordinance ORDINANCE NO. 2016-___ ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016; AUTHORIZING THE LEVY OF AN AD VALOREM TAX IN SUPPORT OF THE BONDS; APPROVING AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT, A PURCHASE AGREEMENT AND AN ESCROW AGREEMENT; ESTABLISHING PROCEDURES FOR SELLING AND DELIVERY OF THE BONDS; AND AUTHORIZING OTHER MATTERS RELATING TO THE BONDS Adopted April 26, 2016 Page 244 of 540 Georgetown\GORefg\16\Del: Ordinance i ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016; AUTHORIZING THE LEVY OF AN AD VALOREM TAX IN SUPPORT OF THE BONDS; APPROVING AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT, A PURCHASE AGREEMENT AND AN ESCROW AGREEMENT; ESTABLISHING PROCEDURES FOR SELLING AND DELIVERY OF THE BONDS; AND AUTHORIZING OTHER MATTERS RELATING TO THE BONDS TABLE OF CONTENTS Page Preamble ..........................................................................................................................................1 Section 1. RECITALS ..............................................................................................................2 Section 2. DEFINITIONS .........................................................................................................2 Section 3. AMOUNT, NAME, PURPOSE AND AUTHORIZATION AND VISION STATEMENT ...........................................................................................2 Section 4. DATE, DENOMINATION, MATURITIES, NUMBERS, INTEREST AND REDEMPTION ..........................................................................2 Section 5. CHARACTERISTICS OF THE BONDS ................................................................5 Section 6. FORM OF BOND ....................................................................................................9 Section 7. TAX LEVY ............................................................................................................19 Section 8. ESTABLISHMENT OF ESCROW FUND ...........................................................20 Section 9. DEFEASANCE OF BONDS .................................................................................20 Section 10. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS .....21 Section 11. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED.............................22 Section 12. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE BONDS .........................................................................................................23 Section 13. APPROVAL OF OFFERING DOCUMENTS, PAYING AGENT/ REGISTRAR AGREEMENT AND ESCROW AGREEMENT ...........................25 Page 245 of 540 Georgetown\GORefg\16\Del: Ordinance ii Section 14. INSURANCE PROVISIONS ................................................................................26 Section 15. CONTINUING DISCLOSURE UNDERTAKING ...............................................26 Section 16. AMENDMENT OF ORDINANCE .......................................................................29 Section 17. DEFAULT AND REMEDIES ...............................................................................31 Section 18. NO RECOURSE AGAINST CITY OFFICIALS ..................................................32 Section 19. PAYMENT OF ATTORNEY GENERAL FEE ....................................................32 Section 20. FURTHER ACTIONS ...........................................................................................32 Section 21. INTERPRETATIONS ...........................................................................................32 Section 22. INCONSISTENT PROVISIONS ..........................................................................33 Section 23. INTERESTED PARTIES ......................................................................................33 Section 24. NO PERSONAL LIABILITY ...............................................................................33 Section 25. SEVERABILITY ...................................................................................................33 EXHIBIT A DEFINITIONS EXHIBIT B DESCRIPTION OF ANNUAL FINANCIAL INFORMATION Page 246 of 540 Georgetown\GORefg\16\Del: Ordinance ORDINANCE NO. 2016-___ ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016; AUTHORIZING THE LEVY OF AN AD VALOREM TAX IN SUPPORT OF THE BONDS; APPROVING AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT, A PURCHASE AGREEMENT AND AN ESCROW AGREEMENT; ESTABLISHING PROCEDURES FOR SELLING AND DELIVERY OF THE BONDS; AND AUTHORIZING OTHER MATTERS RELATING TO THE BONDS THE STATE OF TEXAS ' COUNTY OF WILLIAMSON ' CITY OF GEORGETOWN ' WHEREAS, the City Council of the City deems it advisable and in the best interest of the City to refund the Refunded Obligations, as defined in Exhibit "A" attached hereto, in order to achieve a net present value debt service savings of not less than 3.00% of the principal amount of the Refunded Obligations net of any City contribution with such savings, among other information and terms to be included in a pricing certificate to be executed by the Mayor, acting as the designated pricing officer of the City, or, in the absence of the Mayor, the Mayor Pro Tem, all in accordance with the provisions of Chapters 1207 and 1371 of the Texas Government Code thereof; and WHEREAS, Chapter 1207, Texas Government Code, as amended ("Chapter 1207") 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 or with a trust company or commercial bank that does not act as depository for the City, 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, Chapter 1207 further authorizes the City to enter into an escrow agreement with a paying agent for the Refunded Obligations or with a trust company or commercial bank that does not act as depository for the City with respect to the safekeeping, investment, reinvestment, administration and disposition of any such deposit, upon such terms and conditions as the City and such escrow agent may agree, provided that such deposits may be invested and reinvested in Defeasance Securities, as defined herein; and WHEREAS, the Escrow Agreement hereinafter authorized, constitutes an agreement of the kind authorized and permitted by said Chapter 1207; 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 Page 247 of 540 Georgetown\GORefg\16\Del: Ordinance 2 WHEREAS, the Bonds authorized by this Ordinance are being issued and delivered pursuant to the City Charter and Chapters 1207 and 1371 of the Texas Government Code, as amended, and other applicable laws; and WHEREAS, it is hereby officially found and determined that the meeting at which this Ordinance was passed was open to the public, and public notice of the time, place and purpose of the meeting was given, all as required by Chapter 551, Texas Government Code. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS: Section 1. RECITALS. 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. Section 2. DEFINITIONS. For all purposes of this Ordinance, except as otherwise expressly provided or unless the context otherwise requires, the terms defined in Exhibit "A" to this Ordinance have the meanings assigned to them in Exhibit "A". Section 3. AMOUNT, NAME, PURPOSE AND AUTHORIZATION AND VISION STATEMENT. (a) Amount, Name, Purpose and Authorization. The Bonds, each to be designated the "CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION REFUNDING BOND, SERIES 2016," are hereby authorized to be issued and delivered in accordance with the Constitution and laws of the State of Texas, particularly Chapters 1207 and 1371, Texas Government Code, as amended, and the Charter of the City. The Bonds shall be issued in the aggregate principal amount not to exceed $10,000,000 for the purpose of providing funds for (i) refunding the Refunded Obligations and (ii) paying the costs of issuing the Bonds. (b) Vision Statement. The City Council hereby finds that the enactment of this Ordinance and issuance of the Bonds complies with the Vision Statement of the City. Section 4. DATE, DENOMINATION, MATURITIES, NUMBERS, INTEREST AND REDEMPTION. (a) Initially there shall be issued, sold, and delivered hereunder fully registered Bonds, without interest coupons, which may be in the form of Current Interest Bonds or Premium Compound Interest Bonds, numbered consecutively from R-1 upward, in the case of Current Interest Bonds, and from PC-1 upward, in the case of Premium Compound Interest Bonds (except the Initial Bond delivered to the Attorney General of the State of Texas which shall be numbered T-1 and TPC-1 respectively) payable to the respective initial Registered Owners thereof, or to the registered assignee or assignees of said Bonds or any portion or portions thereof, in Authorized Denominations, maturing not later than August 15, 2037, serially or otherwise on the dates, in the years and in the principal amounts, respectively, and dated, as all set forth in the Pricing Certificate to be executed and delivered by the Pricing Officer pursuant to subsection (b) of this section. The Pricing Certificate is hereby incorporated in and made a part of this Ordinance. The Bonds shall be designated by the year in which they are awarded as set forth in the Pricing Certificate. The authority for the Pricing Officer to execute and deliver the Pricing Certificate for the Bonds shall expire at 5:00 p.m. C.D.T. on April 26, 2017. Bonds priced on or before April 26, 2017 may be delivered to the initial purchaser after such date. Page 248 of 540 Georgetown\GORefg\16\Del: Ordinance 3 (b) As authorized by Chapters 1207 and 1371, Texas Government Code, as amended, the Pricing Officer is hereby authorized to act on behalf of the City in selling and delivering the Bonds, determining if a Series of bonds is a Taxable Series or a Tax-Exempt Series and determining which of the Refundable Obligations shall be refunded and constitute Refunded Obligations under this Ordinance and carrying out the other procedures specified in this Ordinance, including determining the date of the Bonds, any additional or different designation or title by which the Bonds shall be known, the price at which the Bonds will be sold, the years in which the Bonds will mature, the principal amount to mature in each of such years, the aggregate principal amount of Current Interest Bonds and Premium Compound Interest Bonds, the rate or rates of interest to be borne by each such maturity, the interest payment periods, the dates, price, and terms upon and at which the Bonds shall be subject to redemption prior to maturity at the option of the City, as well as any mandatory sinking fund redemption provisions, and all other matters relating to the issuance, sale, and delivery of the Bonds and the refunding of the Refunded Obligations, all of which shall be specified in the Pricing Certificate; provided that (i) the price to be paid for the Bonds shall not be less than 90% of the aggregate original principal amount thereof plus accrued interest thereon from its date to its delivery, (ii) none of the Bonds shall bear interest at a rate, or yield in the case of Premium Compound Interest Bonds, greater than the maximum authorized by law, and (iii) the refunding must produce a net present value debt service savings of at least 3.00% of the principal amount of the Refunded Obligations, net of any City contribution. In establishing the aggregate principal amount of the Bonds, the Pricing Officer shall establish an amount not to exceed the amount authorized in Section 3, which shall be sufficient to provide for the purposes for which the Bonds are authorized and to pay the costs of issuing the Bonds. To achieve advantageous borrowing costs for the City, the Bonds shall be sold on a negotiated, placement or competitive basis as determined by the Pricing Officer in the Pricing Certificate. In determining whether to sell the Bonds by negotiated, placement or competitive sale, the Pricing Officer shall take into account any material disclosure issues which might exist at the time, the market conditions expected at the time of the sale and any other matters which, in the judgment of the Pricing Officer, might affect the net borrowing costs on the Bonds. If the Pricing Officer determines that the Bonds should be sold at a competitive sale, the Pricing Officer shall cause to be prepared a notice of sale and official statement in such manner as the Pricing Officer deems appropriate, to make the notice of sale and official statement available to those institutions and firms wishing to submit a bid for the Bonds, to receive such bids, and to award the sale of the Bonds to the bidder submitting the best bid in accordance with the provisions of the notice of sale. If the Pricing Officer determines that the Bonds should be sold by a negotiated sale or placement, the Pricing Officer shall designate the placement purchaser or the senior managing underwriter for the Bonds and such additional investment banking firms as the Pricing Officer deems appropriate to assure that the Bonds are sold on the most advantageous terms to the City. The Pricing Officer, acting for and on behalf of the City, is authorized to enter into and carry out a purchase agreement or other agreement for the Bonds to be sold by negotiated sale or placement, with the underwriters or placement purchasers at such price, with and subject to such terms as determined by the Pricing Officer pursuant to this Section 4(b) above. Page 249 of 540 Georgetown\GORefg\16\Del: Ordinance 4 In satisfaction of Section 1201.022(a)(3), Texas Government Code, the City Council determines that the delegation of the authority to the Pricing Officer to approve the final terms and conditions of each Series of the Bonds as set forth in this Ordinance is, and the decisions made by the Pricing Officer pursuant to such delegated authority and incorporated in the Pricing Certificate will be, in the best interests and shall have the same force and effect as if such determination were made by the City Council and the Pricing Officer is hereby authorized to make and include in a Pricing Certificate an appropriate finding to that effect. (c) The Current Interest Bonds shall bear interest calculated on the basis of a 360-day year composed of twelve 30-day months from the dates specified in the FORM OF BONDS set forth in this Ordinance to their respective dates of maturity or redemption at the rates per annum set forth in the Pricing Certificate. The Premium Compound Interest Bonds shall bear interest from the Issuance Date, calculated on the basis of a 360-day year composed of twelve 30-day months (subject to rounding to the Compounded Amounts thereof), compounded on the Compounding Dates as set forth in the Pricing Certificate, and payable, together with the principal amount thereof, in the manner provided in the Form of Bonds at the rates set forth in the Pricing Certificate. Attached to the Pricing Certificate, if Premium Compound Interest Bonds are to be issued, shall be the Accretion Table. The Accreted Value with respect to any date other than a Compounding Date is the amount set forth on the Accretion Table with respect to the last preceding Compounding Date, plus the portion of the difference between such amount and the amount set forth on the Accretion Table with respect to the next succeeding Compounding Date that the number of days (based on 30-day months) from such last preceding Compounding Date to the date for which such determination is being calculated bears to the total number of days (based on 30-day months) from such last preceding Compounding Date to the next succeeding Compounding Date. (d) Right of Redemption. The City reserves the right, at its option, to redeem the Bonds as set forth in the FORM OF BOND and the Pricing Certificate. The City, at least thirty (30) days before the date of any optional redemption, shall notify the Paying Agent/Registrar of such redemption date and of the amount and maturity of the Bonds to be redeemed. (e) Notice of Redemption to Bondholder. The Paying Agent/Registrar shall give notice of any redemption of the Bonds by sending notice by first class United States mail, postage prepaid, not less than twenty (20) days before the date fixed for redemption, to the Bondholder at the address shown in the Register. The notice shall state among other things, the redemption date, the redemption price, the place at which the Bonds are to be surrendered for payment, and that the Bonds so called for redemption shall cease to bear interest after the redemption date. Any notice given as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Bondholder receives such notice. With respect to any optional redemption of the Bonds, unless certain prerequisites to such redemption required by or this Ordinance have been met and moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state that said redemption may, at the option of the City, be conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Page 250 of 540 Georgetown\GORefg\16\Del: Ordinance 5 Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no force and effect, the City shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Bonds have not been redeemed. (f) Effect of Redemption. Notice of redemption having been given as provided in this Section, the Bonds called for redemption shall become due and payable on the date fixed for redemption and, unless the City defaults in the payment of the principal thereof or accrued interest thereon, such Bonds thereof shall cease to bear interest from and after the date fixed for redemption, whether or not such Bond is presented and surrendered for payment on such date. If the Bonds thereof called for redemption are not so paid upon presentation and surrender thereof for redemption, such Bonds thereof shall continue to bear interest at the rate stated on the Bond until paid or until due provision is made for the payment of same. (g) Conditional Notice of Redemption. With respect to any optional redemption of the Bonds, unless certain prerequisites to such redemption required by this Ordinance have been met and moneys sufficient to pay the principal of the premium, if any, and interest on the Bonds to be redeemed shall have been received by the Paying Agent prior to the giving of such notice of redemption, such notice shall sate that said redemption may, at the option of the City, be conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no force and effect, the City shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Bonds have not been redeemed. Section 5. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer, Conversion and Exchange; Authentication. The City shall keep or cause to be kept at the principal corporate trust officer of such eligible institution as may be selected by the Pricing Officer in the Pricing Certificate to serve as paying agent/registrar for the Bonds (the "Paying Agent/Registrar") books or records for the registration of the transfer, conversion and exchange of the Bonds (the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers, conversions and exchanges under such reasonable regulations as the City and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein provided within three days of presentation in due and proper form. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the Registered Owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each Registered Owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The City shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless Page 251 of 540 Georgetown\GORefg\16\Del: Ordinance 6 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 5(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 orders, ordinances, or resolutions need be passed or adopted by the governing body of the City or any other body or person so as to accomplish the foregoing conversion and exchange of any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in the manner prescribed herein, and the Bonds shall be of type composition printed on paper with lithographed or steel engraved borders of customary weight and strength. Pursuant to Chapter 1206, Texas Government Code, as amended, and particularly Subchapter B thereof, the duty of conversion and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the Bond, the converted and exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Bonds which initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts. (b) Payment of Bonds and Interest. The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the City and the Paying Agent/Registrar with respect to the Bonds, and of all conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Registered Owner appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. (c) In General. The Bonds (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Bonds to be payable only to the Registered Owners thereof, (ii) may be transferred and assigned, (iii) may be converted and exchanged for other Bonds, (iv) shall have the characteristics, (v) shall be signed, sealed, executed and authenticated, (vi) the principal of and interest on the Bonds shall be payable, and (vii) shall be administered and the Paying Agent/Registrar and the City shall have certain duties and Page 252 of 540 Georgetown\GORefg\16\Del: Ordinance 7 responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as required or indicated, in the Pricing Certificate and the FORM OF BOND set forth in this Ordinance. The Bonds initially issued and delivered pursuant to this Ordinance are not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in conversion of and exchange for any Bond or Bonds issued under this Ordinance the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF BOND. (d) Substitute 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 5(i) 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 Page 253 of 540 Georgetown\GORefg\16\Del: Ordinance 8 Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC Participant or any person, other than a Registered Owner, as shown on the Registration Books of any amount with respect to principal of or interest on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, but to the extent permitted by law, the City and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose of payment of principal of and interest, with respect to such Bond, for the purposes of registering transfers with respect to such Bond, and for all other purposes of registering transfers with respect to such Bonds, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the Bonds only to or upon the order of the respective Registered Owners, as shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to payment of principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in the Registration Books, shall receive a Bond evidencing the obligation of the City to make payments of principal, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks being mailed to the registered owner at the close of business on the Record Date the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. (f) Successor Securities Depository; Transfer Outside Book-Entry-Only System. In the event that the City determines to discontinue the book-entry system through DTC or a successor or DTC determines to discontinue providing its services with respect to the Bond, the City shall either (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names the Registered Owner transferring or exchanging Bond shall designate, in accordance with the provisions of this Ordinance. (g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Letter of Representations of the City to DTC. (h) DTC Blanket Letter of Representations. The City confirms execution of a Blanket Issuer Letter of Representations with DTC establishing the Book-Entry-Only System which will be utilized with respect to the Bonds. Page 254 of 540 Georgetown\GORefg\16\Del: Ordinance 9 (i) Cancellation of Initial Bond. On the closing date, one Initial Bond representing the entire principal amount of the Bonds, payable in stated installments to the order of the initial purchaser of the Bonds or its designee, executed by manual or facsimile signature of the Mayor or Mayor Pro-tem and City Secretary, approved by the Attorney General of Texas, and registered and manually signed by the Comptroller of Public Accounts of the State of Texas, will be delivered to such initial purchaser or its designee. Upon payment for the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond and deliver to DTC on behalf of such initial purchaser one registered definitive Bond for each year of maturity of the Bonds, in the aggregate principal amount of all the Bonds for such maturity. Section 6. FORM OF BOND. The form of the Bond, including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment, the form of Initial Bond and the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Bonds initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance including any reproduction of an opinion of counsel and information regarding the issuance of any bond insurance policy. FORM OF BOND (All blanks and any appropriate or necessary insertions or deletions, to be completed as determined by the Pricing Officer in the Pricing Certificate.) NO. R- UNITED STATES OF AMERICA PRINCIPAL STATE OF TEXAS AMOUNT WILLIAMSON COUNTY $__________ CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION REFUNDING BOND, SERIES 2016 [FORM OF FIRST PARAGRAPHS OF CURRENT INTEREST BONDS] INTEREST RATE DATE OF BOND MATURITY DATE CUSIP NO. __________∗ REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS ∗To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language in the Pricing Certificate shall be used in the executed Bonds. Page 255 of 540 Georgetown\GORefg\16\Del: Ordinance 10 ON THE MATURITY DATE specified above, THE CITY OF GEORGETOWN, TEXAS (the "City"), being a political subdivision of the State of Texas, hereby promises to pay to the Registered Owner set forth above, or registered assigns (hereinafter called the "Registered Owner") the principal amount set forth above, and to pay interest thereon from _________, 20___∗, on __________, 20___* and semiannually thereafter on each __________* and ___________* to the maturity date specified above, or the date of redemption prior to maturity, at the interest rate per annum specified above calculated on the basis of a 360-day year of twelve 30- day months; except that if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such principal amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged or converted from is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full. Notwithstanding the foregoing, during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, any payment to the securities depository, or its nominee or registered assigns, shall be made in accordance with existing arrangements between the City and the securities depository. THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Bond shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at maturity or upon the date fixed for its redemption prior to maturity, at _____________________________________*, (the "Paying Agent/Registrar") at their office for payment in ___________* (the "Designated Payment/Transfer Office"). The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the Registered Owner hereof on each interest payment date by check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the City required by the ordinance authorizing the issuance of this Bond (the "Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the Registered Owner hereof, at its address as it appeared on the close of business on the _______* 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 ∗To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language in the Pricing Certificate shall be used in the executed Bonds. Page 256 of 540 Georgetown\GORefg\16\Del: Ordinance 11 appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. DURING ANY PERIOD in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the City and the securities depository. [FORM OF FIRST PARAGRAPHS OF PREMIUM COMPOUND INTEREST BOND] NO. PC- MATURITY AMOUNT $ INTEREST RATE ISSUANCE DATE DATE OF BONDS MATURITY DATE REGISTERED OWNER: MATURITY AMOUNT: ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF GEORGETOWN, TEXAS (the "City"), being a political subdivision and municipal corporation 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 Maturity Amount set forth above, representing the principal amount hereof and accrued and compounded interest hereon. Interest shall accrue on the principal amount hereof from the Issuance Date at the interest rate per annum specified above, calculated on the basis of a 360 day year comprised of twelve 30 day months, compounded semiannually on __________∗ and __________* of each year commencing __________, 20___*. For convenience of reference a table of the "Accreted Value" per $5,000 Maturity Amount is printed on the reverse side of this Bond. The term "Accreted Value" as set forth in the table on the reverse side hereof shall mean the original principal amount plus initial premium per $5,000 Maturity Amount compounded semiannually on __________* and __________* at the yield shown on such table. THE MATURITY AMOUNT of this Bond is payable in lawful money of the United States of America, without exchange or collection charges. The Maturity Amount of this Bond shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at maturity, at the designated office for payment of ____________________, ___________*, which ∗To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language in the Pricing Certificate shall be used in the executed Bonds. Page 257 of 540 Georgetown\GORefg\16\Del: Ordinance 12 is the "Paying Agent/Registrar" for this Bond, and shall be drawn by the Paying Agent/Registrar on, and solely from, funds of the City required by the order authorizing the issuance of the Bonds (the "Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided, payable to the Registered Owner hereof, as it appears on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. The City covenants with the Registered Owner of this Bond that on or before the Maturity Date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Ordinance, the amounts required to provide for the payment, in immediately available funds of the Maturity Amount, when due. Notwithstanding the foregoing, during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, any payment to the securities depository, or its nominee or registered assigns, shall be made in accordance with existing arrangements between the City and the securities depository. [FORM OF REMAINDER OF EACH BOND] ANY ACCRUED INTEREST due at maturity as provided herein shall be paid to the Registered Owner upon presentation and surrender of this Bond for payment at the Designated Payment/Transfer Office of the Paying Agent/Registrar. The City covenants with the Registered Owner of this Bond that on or before each payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. 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 ___________, 20___∗, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $___________*, TO PROVIDE FUNDS FOR REFUNDING THE REFUNDED OBLIGATIONS; AND PAYING THE COSTS ASSOCIATED WITH THE ISSUANCE OF THE BONDS. ON ___________, 20___*, or on any date thereafter, the Bonds of this Series maturing on and after ___________, 20___* may be redeemed prior to their scheduled maturities, at the option of the City, with funds derived from any available and lawful source, at par plus accrued interest to the date fixed for redemption as a whole, or from time to time in part, and, if in part, the particular maturities to be redeemed shall be selected and designated by the City and if less than all of a maturity is to be redeemed, the Paying Agent/Registrar shall determine by lot the Bonds, or a ∗To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language in the Pricing Certificate shall be used in the executed Bonds. Page 258 of 540 Georgetown\GORefg\16\Del: Ordinance 13 portion thereof, within such maturity to be redeemed (provided that a portion of a Bond may be redeemed only in an integral multiple of $5,000). [THE BONDS MATURING ON _________, __∗ are subject to mandatory sinking fund redemption by lot prior to maturity in the following amounts on the following dates and at a price of par plus accrued interest to the redemption date ("Term Bonds"). Term Bonds Maturing on __________, 20___* Redemption Date * Principal Amount * __________, 20___ $ __________, 20___† $ † _______________ † Final Maturity THE PRINCIPAL AMOUNT of the Term Bonds required to be redeemed pursuant to the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option of the City by the principal amount of any Term Bonds of the stated maturity which, at least 50 days prior to a mandatory redemption date, (1) shall have been acquired by the City at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City with monies in the Interest and Sinking Fund at a price not exceeding the principal amount of the Term Bonds plus accrued interest to the date of purchase thereof, or (3) shall have been redeemed pursuant to the optional redemption provisions and not theretofore credited against a mandatory sinking fund redemption requirement.]∗∗ NO LESS THAN 30 days prior to the date fixed for any optional redemption, the City shall cause the Paying Agent/Registrar to send notice by United States mail, first-class postage prepaid to the Registered Owner of each Bond to be redeemed at its address as it appeared on the Registration Books of the Paying Agent/Registrar at the close of business on the 45th day prior to the redemption date 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 ∗To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language in the Pricing Certificate shall be used in the executed Bonds. ∗∗Use of Term Bonds, if any, to be determined by the Pricing Officer. Page 259 of 540 Georgetown\GORefg\16\Del: Ordinance 14 Bonds shall be redeemed a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the Registered Owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in the Ordinance. WITH RESPECT TO any optional redemption of the Bonds, unless certain prerequisites to such redemption required by the Ordinance have been met and moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state that said redemption may, at the option of the City, be conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no force and effect, the City shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Bonds have not been redeemed. ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Ordinance, this Bond, or any unredeemed portion hereof, may, at the request of the Registered Owner or the assignee or assignees hereof, be assigned, transferred, converted into and exchanged for a like aggregate principal amount of fully registered Bonds, without interest coupons, payable to the appropriate Registered Owner, assignee or assignees, as the case may be, having the same denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or 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. Page 260 of 540 Georgetown\GORefg\16\Del: Ordinance 15 WHENEVER the beneficial ownership of this Bond is determined by a book entry at a securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring this Bond shall be modified to require the appropriate person or entity to meet the requirements of the securities depository as to registering or transferring the book entry to produce the same effect. IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the City, resigns, or otherwise ceases to act as such, the City has covenanted in the Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Registered Owners of the Bonds. IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly authorized, issued, and delivered; that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this Bond have been performed, existed, and been done in accordance with law; and that ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such interest comes due, and as such principal matures, have been levied and ordered to be levied against all taxable property in the City, and have been pledged for such payment, within the limit prescribed by law. BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the City, and agrees that the terms and provisions of this Bond and the Ordinance constitute a contract between each Registered Owner hereof and the City. IN WITNESS WHEREOF, the City has caused this Bond to be signed with the manual or facsimile signature of the Mayor of the City and countersigned with the manual or facsimile signature of the City Secretary and has caused the official seal of the City to be duly impressed, or placed in facsimile, on this Bond. ___________________________________ ___________________________________ City Secretary Mayor [CITY SEAL] FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Bond is not accompanied by an executed Registration Certificate of the Comptroller of Public Accounts of the State of Texas) Page 261 of 540 Georgetown\GORefg\16\Del: Ordinance 16 It is hereby certified that this Bond has been issued under the provisions of the Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or replacement of, or in exchange for, a Bond, Bonds, or a portion of a Bond or Bonds of a Series which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated ______________________________ ______________________________ Paying Agent/Registrar By____________________________ Authorized Representative FORM OF ASSIGNMENT ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto ________________________________________________________________________ ________________________________________________________________________ Please insert Social Security or Taxpayer Identification Number of Transferee _______________________________________________________________________ _______________________________________________________________________ (Please print or typewrite name and address, including zip code, of Transferee) ______________________________________________________________________ the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints ___________________________________________, attorney, to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: ___________________________ Signature Guaranteed: Page 262 of 540 Georgetown\GORefg\16\Del: Ordinance 17 __________________________________ __________________________________ NOTICE: Signature(s) must be NOTICE: The signature above guaranteed by a member firm of must correspond with the name the New York Stock Exchange or of the Registered Owner as it a commercial bank or trust company. appears upon the front of this Bond in every particular, with- out alteration or enlargement or any change whatsoever. FORM OF REGISTRATION CERTIFICATE OF THE COMPTROLLER OF PUBLIC ACCOUNTS FOR THE INITIAL BOND ONLY: COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Bond has been approved by the Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this ____________________. Comptroller of Public Accounts of the State of Texas [COMPTROLLER'S SEAL] INSERTIONS FOR THE INITIAL BONDS (i) The initial Current Interest Bonds shall be in the form set forth in this Section, except that: A. immediately under the name of the Bond, the headings "INTEREST RATE" and "MATURITY DATE" shall both be completed with the words "As shown below" and "CUSIP NO." shall be deleted. B. the first paragraph shall be deleted and the following will be inserted: "ON THE MATURITY DATE SPECIFIED ABOVE, the City of Georgetown, Texas (the "Issuer"), being a political subdivision, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), on __________, 20___∗ in each of the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: ∗To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds Page 263 of 540 Georgetown\GORefg\16\Del: Ordinance 18 Principal Amount Maturity Date (_________)* Interest Rate (Information for the Current Interest Bonds from the Pricing Certificate to be inserted) The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360-day year of twelve 30-day months) from _________, 20___* at the respective Interest Rate per annum specified above. Interest is payable on _________, 20___* and semiannually on each __________* and __________* thereafter to the date of payment of the principal installment specified above; except, that if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such principal amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full." C. The initial Bond shall be numbered "T-1." (ii) The Initial Compound Interest Bond shall be in the form set forth in this Section, except that: A. immediately under the name of the Bond, the headings "INTEREST RATE" and "MATURITY DATE" shall both be completed with the words "As shown below" and "CUSIP NO. _____" shall be deleted. B. the first paragraph shall be deleted and the following will be inserted: "THE CITY OF GEORGETOWN, TEXAS (the "City"), being a political subdivision of the State of Texas, hereby promises to pay to the Registered Owner set forth above, or registered assigns (hereinafter called the "Registered Owner") the Payment at Maturity on __________ in each of the years and in installments of the respective Maturity Amounts set forth in the following schedule: Maturity Amount Maturity Date ( )* Interest Rate (Information for the Premium Compound Interest Bonds from the Pricing Certificate to be inserted) is inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language in the Pricing Certificate shall be used in the executed Bonds. Page 264 of 540 Georgetown\GORefg\16\Del: Ordinance 19 The amount shown above as the respective Maturity Amounts represent the principal amount hereof and accrued and compounded interest hereon. Interest shall accrue on the principal amount hereof from the Issuance Date at the interest rate per annum specified above, compounded semiannually on ________∗ and ________* of each year commencing _______, 20___.* For convenience of reference, a table appears on the back of this Bond showing the "Compounded Amount" of the original principal amount plus initial premium, if any, per $5,000 Maturity Amount compounded semiannually at the yield shown on such table." C. the Initial Premium Compound Interest Bond shall be numbered "TPC-1." Section 7. 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, within the limit prescribed by law, to raise and produce the money required to pay the interest on the Bonds as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of the Bonds as such principal matures (but never less than 2% of the original principal amount of the Bonds as a sinking fund each year); and the tax shall be based on the latest approved tax rolls of the City, with full allowance being made for tax delinquencies and the cost of tax collection. The rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in the City for each year while any of the Bonds or interest thereon are outstanding and unpaid; and the tax shall be assessed and collected each such year and deposited to the credit of the Interest and Sinking Fund. The ad valorem taxes sufficient to provide for the payment of the interest on and principal of the Bonds, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law. Accrued interest on the Bonds shall be deposited in the Interest and Sinking Fund. Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the pledge of the ad valorem taxes granted by the City under this Section, and is therefore valid, effective, and perfected. If Texas law is amended at any time while the Bonds are outstanding and unpaid such that the pledge of the ad valorem taxes granted by the City under this Section is to be subject to the filing requirements of Chapter 9, Business & Commerce Code, then in order to preserve to the Owners of the Bonds the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Business & Commerce Code and enable a filing to perfect the security interest in said pledge to occur. ∗To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language in the Pricing Certificate shall be used in the executed Bonds. Page 265 of 540 Georgetown\GORefg\16\Del: Ordinance 20 Section 8. ESTABLISHMENT OF ESCROW FUND. (a) Use of Funds. The City hereby covenants that the proceeds of the sale of the Bonds will be used as soon as practicable for the purposes for which the Bonds are issued. (b) Security for Funds. All funds created by this Ordinance shall be secured in the manner and to the fullest extent required by law for the security of funds of the City. (c) Maintenance of Funds. Any funds created pursuant to this Ordinance, other than the Escrow Fund, may be created as separate funds or accounts or as subaccounts of the City's General Fund held by the City's depository, and, as such, not held in separate bank accounts, such treatment shall not constitute a commingling of the monies in such funds or of such funds and the City shall keep full and complete records indicating the monies and investments credited to each such fund. (d) Escrow Fund. A portion of the proceeds of the Bonds, together with any cash contribution, in an amount necessary to refund the Refunded Obligations shall be deposited in the Escrow Fund created and governed by the terms of the Escrow Agreement. Section 9. DEFEASANCE OF BONDS (a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent provided in subsections (c) and (e) of this Section, when payment of the principal of such Bond, plus interest thereon to the due date or dates (whether such due date or dates be by reason of maturity, upon redemption, or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof (including the giving of any required notice of redemption or the establishment of irrevocable provisions for the giving of such notice) or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar or an eligible trust company or commercial bank for such payment (1) lawful money of the United States of America sufficient to make such payment, (2) Defeasance Securities, certified by an independent public accounting firm of national reputation to mature as to principal and interest in such amounts and at such times as will ensure the availability, without reinvestment, of sufficient money to provide for such payment and when proper arrangements have been made by the City with the Paying Agent/Registrar or an eligible trust company or commercial bank for the payment of its services until all Defeased Bonds shall have become due and payable or (3) any combination of (1) and (2). At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Defeasance Securities and thereafter the City will have no further responsibility with respect to amounts available to such Paying Agent/Registrar (or other financial institution permitted by applicable law) for the payment of such Defeased Bond, including any insufficiency therein caused by the failure of the Paying Agent/Registrar (or other financial institution permitted by law) to receive payment when due on the Defeasance Securities. (b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of a Bond as aforesaid when proper notice of redemption of such Bonds shall have been given or upon the establishment of irrevocable provisions for the giving of such notice, in accordance with this Page 266 of 540 Georgetown\GORefg\16\Del: Ordinance 21 Ordinance. Any money so deposited with the Paying Agent/Registrar or an eligible trust company or commercial bank as provided in this Section may at the discretion of the City also be invested in Defeasance Securities, maturing in the amounts and at the times as hereinbefore set forth, and all income from all Defeasance Securities in possession of the Paying Agent/Registrar or an eligible trust company or commercial bank pursuant to this Section which is not required for the payment of such Bond and premium, if any, and interest thereon with respect to which such money has been so deposited, shall be remitted to the City. (c) Notwithstanding any provision of any other Section of this Ordinance which may be contrary to the provisions of this Section, all money or Defeasance Securities set aside and held in trust pursuant to the provisions of this Section for the payment of principal of the Bonds and premium, if any, and interest thereon, shall be applied to and used solely for the payment of the particular Bonds and premium, if any, and interest thereon, with respect to which such money or Defeasance Securities have been so set aside in trust. Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the City shall make proper arrangements to provide and pay for such services as required by this Ordinance. (d) Notwithstanding anything elsewhere in this Ordinance, if money or Defeasance Securities have been deposited or set aside with the Paying Agent/Registrar or an eligible trust company or commercial bank pursuant to this Section for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment of the provisions of this Section shall be made without the consent of the registered owner of each Bond affected thereby. (e) Notwithstanding the provisions of subsection (a) immediately above, to the extent that, upon the defeasance of any Defeased Bond to be paid at its maturity, the City retains the right under Texas law to later call that Defeased Bond for redemption in accordance with the provisions of this Ordinance, the City may call such Defeased Bond for redemption upon complying with the provisions of Texas law and upon the satisfaction of the provisions of subsection (a) immediately above with respect to such Defeased Bond as though it was being defeased at the time of the exercise of the option to redeem the Defeased Bond and the effect of the redemption is taken into account in determining the sufficiency of the provisions made for the payment of the Defeased Bond. Section 10. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new Bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter provided. (b) Application for Replacement Bonds. Application for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds shall be made by the Registered Owner thereof to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the Registered Owner applying for a replacement bond shall furnish to the City and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any Page 267 of 540 Georgetown\GORefg\16\Del: Ordinance 22 loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond, the Registered Owner shall furnish to the City and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Bond, as the case may be. In every case of damage or mutilation of a Bond, the Registered Owner shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any such Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Bond, the City may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement Bond, the Paying Agent/Registrar shall charge the Registered Owner of such Bond with all legal, printing, and other expenses in connection therewith. Every replacement Bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under this Ordinance. (e) Authority for Issuing Replacement Bonds. In accordance with Subchapter B of Texas Government Code, Chapter 1206, this Section of this Ordinance shall constitute authority for the issuance of any such replacement Bond without necessity of further action by the governing body of the City or any other body or person, and the duty of the replacement of such Bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with the effect, as provided in Section 4(a) of this Ordinance for Bonds issued in conversion and exchange for other Bonds. Section 11. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED. The Pricing Officer 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. Page 268 of 540 Georgetown\GORefg\16\Del: Ordinance 23 Section 12. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE TAX-EXEMPT BONDS. (a) Covenants. The City covenants to take any action necessary to assure, or refrain from any action which would adversely affect, the treatment of the tax-exempt 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 Issuer covenants as follows: (1) to use all proceeds of the tax-exempt Bonds for the payment of principal, interest and redemption premium, if any, on the Refunded Obligations; (2) to take any action to assure that no more than 10 percent of the proceeds of the Bonds or the Refunded Obligations or the projects financed or refinanced therewith (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds of the Bonds or the Refunded Obligations or the projects financed or refinanced 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; (3) to take any action to assure that in the event that the "private business use" described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the Refunded Obligations or the projects financed or refinanced 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; (4) 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; (5) 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; (6) 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; (7) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Bonds, other than investment property acquired with -- (A) proceeds of the Bonds invested for a reasonable temporary period of 3 years or less or, in the case of a refunding bond, for a period of 90 days or less for Page 269 of 540 Georgetown\GORefg\16\Del: Ordinance 24 current refundings and 30 days or less for advance refundings until such proceeds are needed for the purpose for which the Bonds are issued, (B) amounts invested in a bona fide debt service fund, within the meaning of section 1.148-1 (b) of the Treasury Regulations, and (C) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds; (8) 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 (9) to pay to the United States of America at least once during each five-year period(beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. (b) Rebate Fund. In Ordinance to facilitate compliance with the above covenant (9), a "Rebate Fund" is hereby established by the City for the sole benefit of the United States of America, and such fund shall not be subject to the claim of any other person, including without limitation the bondholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. (c) Proceeds. The City understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds not expended prior to the date of issuance of the Bonds. It is the understanding of the City that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the City will not be required to comply with any covenant contained herein to the extent that such failure to comply, =in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the City agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance of such intention, the City hereby authorizes and directs the 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 Page 270 of 540 Georgetown\GORefg\16\Del: Ordinance 25 the issuance of the Bonds. This Ordinance is intended to satisfy the official intent requirements set forth in Section 1.150-2 of the Treasury Regulations. (d) Disposition of Project. The City covenants that the property constituting the projects financed or refunded with the proceeds of the Bonds will not be sold or otherwise disposed in a transaction resulting in the receipt by the City of cash or other compensation, unless the City obtains an opinion of nationally-recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of the Bonds. For purposes of this subsection, the portion of the property comprising personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes of this subsection, the City shall not be obligated to comply with this covenant if it obtains an opinion of nationally-recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. Section 13. APPROVAL OF OFFERING DOCUMENTS, PAYING AGENT/REGISTRAR AGREEMENT AND ESCROW AGREEMENT. The Pricing Officer is hereby authorized to approve the Preliminary Official Statement, the Official Statement relating to the Bonds and any addenda, supplement or amendment thereto and to deem such documents final in accordance with Rule 15c2-12. The City further 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 Pricing Officer executing the same may deem advisable, such determination to be conclusively evidenced by his execution thereof. The Paying Agent/Registrar Agreement by and between the City and the Paying Agent/Registrar ("Paying Agent Agreement") in substantially the form and substance previously approved by the City Council is hereby approved and the Pricing Officer is hereby authorized and directed to complete, amend, modify and execute the Paying Agent Agreement as necessary. The discharge and defeasance of Refunded Obligations shall be effectuated pursuant to the terms and provisions of an Escrow Agreement, in the form and containing the terms and provisions as shall be approved by a Pricing Officer, including any insertions, additions, deletions, and modifications as may be necessary (a) to carry out the program designed for the City by the underwriters or purchaser, (b) to maximize the City's present value savings and/or to minimize the City's costs of refunding, (c) to comply with all applicable laws and regulations relating to the refunding of the Refunded Obligations and (d) to carry out the other intents and purposes of this Ordinance; and, the Pricing Officer is hereby authorized to select the Escrow Agent and to execute and deliver such Escrow Agreement, on behalf of the City, in multiple counterparts. To maximize the City's present value savings and to minimize the City's costs of refunding, the City hereby authorizes and directs that certain of the Refunded Obligations shall be called for redemption prior to maturity in the amounts, at the dates and at the redemption prices set forth in the Pricing Certificate, and the Pricing Officer is hereby authorized and directed to take all necessary and appropriate action to give or cause to be given a notice of redemption to the holders or paying agent/registrars, as appropriate, of such Refunded Obligations, in the manner required by the documents authorizing the issuance of such Refunded Obligations. Page 271 of 540 Georgetown\GORefg\16\Del: Ordinance 26 The Pricing Officer and the Escrow Agent are each hereby authorized (a) to subscribe for, agree to purchase, and purchase Defeasance Securities that are permitted investments for a defeasance escrow established to defease Refunded Obligations, and to execute any and all subscriptions, purchase agreements, commitments, letters of authorization and other documents necessary to effectuate the foregoing, and any actions heretofore taken for such purpose are hereby ratified and approved, and (b) to authorize such contributions to the escrow fund as are provided in the Escrow Agreement. Section 14. INSURANCE PROVISIONS. In connection with the sale of the Bonds, the City may obtain municipal bond insurance policies from one or more recognized municipal bond insurance organizations (the "Bond Insurer" or "Bond Insurers") to guarantee the full and complete payment required to be made by or on behalf of the City on the Bonds. The Pricing Officer is hereby authorized to sign a commitment letter or insurance agreement with the Bond Insurer or Bond Insurers and to pay the premium for the bond insurance policies at the time of the delivery of the Bonds to the initial purchaser out of the proceeds of sale of the Bonds or from other available funds and to execute such other documents and certificates as necessary in connection with the bond insurance policies as the Pricing Officer may deem appropriate. Printing on the Bonds covered by the bond insurance policies a statement describing such insurance, in form and substance satisfactory to the Bond Insurer and the Pricing Officer, is hereby approved and authorized. The Pricing Certificate may contain provisions related to the bond insurance policies, including payment provisions thereunder, and the rights of the Bond Insurer or Insurers, and any such provisions shall be read and interpreted as an integral part of this Ordinance. Section 15. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports. The City shall provide annually to the MSRB, (1) within six months after the end of each fiscal year of the City ending in or after 2016, financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 13 of this Ordinance, being information of the type described in Exhibit "B" hereto, including financial statements of the City if audited financial statements of the City are then available, and (2) if not provided as part of such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit "B" hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and in substantially the form included in the official statement, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within 12 months after any such fiscal year end, then the City shall file unaudited financial statements within such 12-month period and audited financial statements for the applicable fiscal year, when and if the audit report on such statements becomes available. If the City changes its fiscal year, it will notify the MSRB 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 Page 272 of 540 Georgetown\GORefg\16\Del: Ordinance 27 document that is available to the public on the MSRB's internet web site or filed with the SEC. All documents provided to the MSRB pursuant to this Section shall be accompanied by identifying information as prescribed by the MSRB. (b) Certain Event Notices. The City shall notify the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of ten business days after the occurrence of the event, of any of the following events with respect to the Bonds: A. Principal and interest payment delinquencies; B. Non-payment related defaults, if material within the meaning of the federal securities laws; C. Unscheduled draws on debt service reserves reflecting financial difficulties; D. Unscheduled draws on credit enhancements reflecting financial difficulties; E. Substitution of credit or liquidity providers, or their failure to perform; F. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701–TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other events affecting the tax status of the Bonds. G. Modifications to rights of holders of the Bonds, if material within the meaning of the federal securities laws; H. Bond calls, if material within the meaning of the federal securities laws and tender offers; I. Defeasances; J. Release, substitution, or sale of property securing repayment of the Bonds, if material within the meaning of the federal securities laws; K. Rating changes; L. Bankruptcy, insolvency, receivership or similar event of the City; M. The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material within the meaning of the federal securities laws; and Page 273 of 540 Georgetown\GORefg\16\Del: Ordinance 28 N. Appointment of a successor or additional trustee or the change of name of a trustee, if material within the meaning of the federal securities laws. The City shall notify the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with subsection (a) of this Section by the time required by such subsection. All documents provided to the MSRB pursuant to this Section shall be accompanied by identifying information as prescribed by the MSRB. (c) Limitations, Disclaimers, and Amendments. The 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 9 of this Ordinance 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 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 this Ordinance for purposes of any other provision of this Ordinance. Should the Rule be amended to obligate the City to make filings with or provide notices to entities other than the MSRB, the City hereby agrees to undertake such obligation with respect to the Bonds in accordance with the Rule as amended. 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. Page 274 of 540 Georgetown\GORefg\16\Del: Ordinance 29 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 paragraph (a) of this Section 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 offering of the Bonds. Section 16. AMENDMENT OF ORDINANCE. The City hereby reserves the right to amend this Ordinance subject to the following terms and conditions, to-wit: (a) The City may from time to time, without the consent of any holder, except as otherwise required by paragraph (b) below, amend or supplement this Ordinance in Ordinance to (i) cure any ambiguity, defect or omission in this Ordinance that does not materially adversely affect the interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as shall not be inconsistent with the provisions of this Ordinance and that shall not materially adversely affect the interests of the holders, (iv) qualify this Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time in effect, (v) obtain insurance or ratings on the Bonds, (vi) obtain the approval of the Attorney General of the State Texas, or (vii) make such other provisions in regard to matters or questions arising under this Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall not in the opinion of the City's Bond Counsel materially adversely affect the interests of the holders. (b) Except as provided in paragraph (a) above, the holders of Bonds aggregating in principal amount 51% of the aggregate principal amount of then outstanding Bonds that are the subject of a proposed amendment shall have the right from time to time to approve any amendment hereto that may be deemed necessary or desirable by the City; provided, however, that without the consent of 100% of the holders in aggregate principal amount of the then outstanding Bonds, nothing herein contained shall permit or be construed to permit amendment of the terms and conditions of this Ordinance or in any of the Bonds so as to: (1) Make any change in the maturity of any of the outstanding Bonds; Page 275 of 540 Georgetown\GORefg\16\Del: Ordinance 30 (2) Reduce the rate of interest borne by any of the outstanding Bonds; (3) Reduce the amount of the principal of, or redemption premium, if any, payable on any outstanding Bonds; (4) Modify the terms of payment of principal or of interest or redemption premium on outstanding Bonds or any of them or impose any condition with respect to such payment; or (5) Change the minimum percentage of the principal amount of any series of Bonds necessary for consent to such amendment. (c) If at any time the City shall desire to amend this Ordinance under this Section, the City shall send by U.S. mail to each registered owner of the affected Bonds a copy of the proposed amendment and cause notice of the proposed amendment to be published at least once in a financial publication published in The City of New York, New York or in the State of Texas. Such published notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the office of the City for inspection by all holders of such Bonds. (d) Whenever at any time within one year from the date of publication of such notice the City shall receive an instrument or instruments executed by the holders of at least 51% in aggregate principal amount of all of the Bonds then outstanding that are required for the amendment, which instrument or instruments shall refer to the proposed amendment and that shall specifically consent to and approve such amendment, the City may adopt the amendment in substantially the same form. (e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be modified and amended in accordance with such amendatory Ordinance, and the respective rights, duties, and obligations of the City and all holders of such affected Bonds shall thereafter be determined, exercised, and enforced, subject in all respects to such amendment. (f) Any consent given by the holder of a Bond pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the publication of the notice provided for in this Section, and shall be conclusive and binding upon all future holders of the same Bond during such period. Such consent may be revoked at any time after six months from the date of the publication of said notice by the holder who gave such consent, or by a successor in title, by filing notice with the City, but such revocation shall not be effective if the holders of 51% in aggregate principal amount of the affected Bonds then outstanding, have, prior to the attempted revocation, consented to and approved the amendment. Section 17. DEFAULT AND REMEDIES. (a) Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default: Page 276 of 540 Georgetown\GORefg\16\Del: Ordinance 31 (i) the failure to make payment of the principal of or interest on any of the Bonds when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement or obligation of the City, the failure to perform which materially, adversely affects the rights of the Registered Owners of the Bonds, including, but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any Registered Owner to the City. (b) Remedies for Default. (i) Upon the happening of any Event of Default, then and in every case, any Registered Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees therefor, may proceed against the City, or any official, officer or employee of the City in their official capacity, for the purpose of protecting and enforcing the rights of the Registered Owners under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Registered Owners hereunder or any combination of such remedies. (ii) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Registered Owners of Bonds then outstanding. (c) Remedies Not Exclusive. (i) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Ordinance. (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. (iii) By accepting the delivery of a Bond authorized under this Ordinance, such Registered Owner agrees that the certifications required to effectuate any covenants or representations contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or trustees of the City or the City Council. (iv) None of the members of the City Council, nor any other official or officer, agent, or employee of the City, shall be charged personally by the Registered Owners with any liability, or be held personally liable to the Registered Owners under any term or Page 277 of 540 Georgetown\GORefg\16\Del: Ordinance 32 provision of this Ordinance, or because of any Event of Default or alleged Event of Default under this Ordinance. Section 18. NO RECOURSE AGAINST CITY OFFICIALS. No recourse shall be had for the payment of principal of or interest on the Bonds or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Bonds. Section 19. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby authorizes the disbursement of a fee equal to the lesser of (i) one-tenth of one percent of the principal amount of the Bonds or (ii) $9,500, provided that such fee shall not be less than $750, to the Attorney General of Texas Public Finance Division for payment of the examination fee charged by the State of Texas for the Attorney General's review and approval of public securities and credit agreements, as required by Section 1202.004 of the Texas Government Code. The appropriate member of the City's staff is hereby instructed to take the necessary measures to make this payment. The City is also authorized to reimburse the appropriate City funds for such payment from proceeds of the Bonds. Section 20. FURTHER ACTIONS. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in Ordinance to carry out the terms and provisions of this Ordinance, the Bonds, the initial sale and delivery of the Bonds, the Paying Agent/Registrar Agreement, the Bond Purchase Agreement and the Official Statement. In addition, prior to the initial delivery of the Bonds, the Pricing Officer, Chief Financial Officer of the City and Bond Counsel are hereby authorized and directed to approve any changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in Ordinance to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement or (ii) obtain the approval of the Bonds by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. Section 21. INTERPRETATIONS. All terms defined herein and all pronouns used in this Ordinance shall be deemed to apply equally to singular and plural and to all genders. The titles and headings of the articles and sections of this Ordinance have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof. This Ordinance and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the validity of the Bonds and the validity of the lien on and pledge to secure the payment of the Bonds. Section 22. INCONSISTENT PROVISIONS. All ordinances or resolutions, or parts thereof, which are in conflict or inconsistent with any provisions of this Ordinance are hereby Page 278 of 540 Georgetown\GORefg\16\Del: Ordinance 33 repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. Section 23. INTERESTED PARTIES. Nothing in this Ordinance expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the City and the registered owners of the Bonds, any right, remedy or claim under or by reason of this Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Ordinance contained by and on behalf of the City shall be for the sole and exclusive benefit of the City and the registered owners of the Bonds. Section 24. NO PERSONAL LIABILITY. No covenant or agreement contained in the Bonds, this Ordinance or any corollary instrument shall be deemed to be the covenant or agreement of any member of the City Council or any officer, agent, employee or representative of the City Council in his individual capacity, and neither the directors, officers, agents, employees or representatives of the City Council nor any person executing the Bonds shall be personally liable thereon or be subject to any personal liability for damages or otherwise or accountability by reason of the issuance thereof, or any actions taken or duties performed, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise, all such liability being expressly released and waived as a condition of and in consideration for the issuance of the Bonds. Section 25. 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. Page 279 of 540 Georgetown\GORefg\16\Del: Ordinance IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and approved on the first and final reading on the 26th day of April, 2016. THE CITY OF GEORGETOWN: Dale Ross, Mayor City of Georgetown, Texas ATTEST: Shelley Nowling, City Secretary APPROVED AS TO FORM: Charlie McNabb, City Attorney Page 280 of 540 Georgetown: GORefg\16\Del: Ordinance A-1 EXHIBIT A DEFINITIONS As used in this Ordinance, the following terms and expressions shall have the meanings set forth below, unless the text hereof specifically indicates otherwise: "Accountant" means an independent certified public accountant or accountants or a firm of an independent certified public accountants, in either case, with demonstrated expertise and competence in public accountancy. "Accreted Value" means, with respect to a Premium Compound Interest Bond, as of any particular date of calculation, the original principal amount thereof, plus all interest accrued and compounded to the particular date of calculation, as determined in accordance with the Pricing Certificate and the Accretion Table attached as an exhibit to the Pricing Certificate relating to the respective Bonds that shows the Accreted Value per $5,000 maturity amount on the calculation date of maturity to its maturity. "Accretion Table" means the exhibit attached to the Pricing Certificate that sets forth the rounded original principal amounts at the Issuance Date for the Premium Compound Interest Bonds and the Accreted Values and maturity amounts thereof as of each Compounding Date until final maturity. "Authorized Denominations" means the denomination of $5,000 or any integral multiple thereof with respect to the Current Interest Bonds and in the denomination of $5,000 in maturity amount or any integral multiple thereof with respect to the Premium Compound Interest Bonds. "Bond Insurer" or "Insurer" means the provider of a municipal bond insurance policy, if any, for the Bonds as determined by the Pricing Officer in the Pricing Certificate or any other entity that insures or guarantees the payment of principal and interest on any Bonds. "Bonds" means the Bonds and includes collectively the Premium Compound Interest Bonds and Current Interest Bonds initially issued and delivered pursuant to this Bond order and the Pricing Certificate 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. "Book-Entry-Only System" means the book-entry system of bond registration provided in Section 5, or any successor system of book-entry registration. "Business Day" means any day which is not a Saturday, Sunday or a day on which the Paying Agent/Registrar is authorized by law or executive order to remain closed. Page 281 of 540 Georgetown: GORefg\16\Del: Ordinance A-2 "Cede & Co." means the designated nominee and its successors and assigns of The Depository Trust Company, New York. "City" and "Issuer" mean the City of Georgetown, Texas, and where appropriate, the City Council. "City Council" means the governing body of the City. "Closing Date" means the date of initial delivery of and payment for the Bonds. "Compounded Amount" means, with respect to a Premium Compound Interest Bond, as of any particular date of calculation, the original principal amount thereof plus all interest accrued and compounded to the particular date of calculation. "Compounding Dates" means the dates on which interest is compounded on the Premium Compound Interest Bonds as set forth in the Accretion Table attached to the Pricing Certificate. "Current Interest Bonds" means the Bonds paying current interest and maturing in each of the years and in the aggregate principal amounts set forth in the Pricing Certificate. "Defeasance Securities" means (i) Federal Securities, (ii) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the City Council adopts or approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the funding of an escrow to effect the defeasance of the Bonds are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent, (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the City Council adopts or approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the funding of an escrow to effect the defeasance of the Bonds, are rated as to investment quality by a nationally recognized investment rating firm no less than "AAA" or its equivalent, and (iv) any other then authorized securities or obligations under applicable State law that may be used to defease obligations such as the Bonds. "Depository" means one or more official depository banks of the City. "DTC" means The Depository Trust Company, New York, New York and its successors and assigns. "DTC Participant" means 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. "Escrow Agent" means the financial institution selected by the Pricing Officer to perform such function in the Pricing Certificate or any successor escrow agent under the Escrow Agreement. Page 282 of 540 Georgetown: GORefg\16\Del: Ordinance A-3 "Escrow Agreement" means the agreements by and between the City and the Escrow Agent relating to refunding the Refunded Obligations and the cash defeasance, respectively. "Federal Securities" as used herein means direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America. "Fiscal Year" means the twelve-month accounting period used by the City currently ending on September 30 of each year, which may be any twelve consecutive month period established by the City. "Holder," "Holders," "Owners" or "Registered Owners" means any person or entity in whose name a Bond is registered in the Register, for any Bonds. "Initial Bonds" means the Bonds authorized, issued, and initially delivered as provided in Section 4 of this Ordinance. "Insurance Policy" means an insurance policy, if any, issued by any insurer guaranteeing the scheduled principal of and interest on the Bonds when due. "Interest and Sinking Fund" means the special fund maintained by the provisions of Section 7 of this Ordinance. "Interest Payment Date" means a date on which interest on the Bonds is due and payable. "Issuance Date" means the date of delivery of the related Series of the Bonds. "MSRB" means the Municipal Securities Rulemaking Board. "Ordinance" means this ordinance finally adopted by the City Council on April 26, 2016. "Outstanding", when used with respect to Bonds, means, as of the date of determination, all Bonds theretofore delivered under this Ordinance, except: (1) Bonds theretofore cancelled and delivered to the City or delivered to the Paying Agent/Registrar for cancellation; (2) Bonds deemed paid pursuant to the provisions of Section 9 of this Ordinance; (3) Bonds upon transfer of or in exchange for and in lieu of which other Bonds have been authenticated and delivered pursuant to this Ordinance (4) Bonds under which the obligations of the City have been released, discharged or extinguished in accordance with the terms thereof. Page 283 of 540 Georgetown: GORefg\16\Del: Ordinance A-4 "Permitted Investments" means any security or obligation or combination thereof permitted under the Public Funds Investments Act, Chapter 2256, Texas Government Code, as amended or other applicable law. "Premium Compound Interest Bonds" means the Bonds on which no interest is paid prior to maturity, maturing in various amounts and in the aggregate principal amount as set forth in the Pricing Certificate. "Pricing Certificate" means the Pricing Certificate of the City's Pricing Officer to be executed and delivered pursuant to Section 4 hereof in connection with the issuance of the Bonds. "Pricing Officer" means the Mayor, acting as the designated pricing officer of the City to execute the Pricing Certificate. In the absence of the Mayor, the Mayor Pro Tem may act as the designated pricing officer of the City to execute the Pricing Certificate. "Rating Agency" means any nationally recognized securities rating agency which has assigned, at the request of the City, a rating to the Bonds. "Record Date" means Record Date as defined in Section 6 the Form of Bonds and each Pricing Certificate. "Redemption Date" means a date fixed for redemption of any Bond pursuant to the terms of this Ordinance and each Pricing Certificate. "Refunded Obligations" means those Refundable Obligations designated by the Pricing Officer in the Pricing Certificate to be refunded. "Refundable Obligations" means all or a portion of the City's outstanding debt obligations. "Register" or "Registration Books" means the registry system maintained on behalf of the City by the Registrar in which are listed the names and addresses of the Registered Owners and the principal amount of Bonds registered in the name of each Registered Owner. "Replacement Bonds" means the Bonds authorized by the City to be issued in substitution for lost, apparently destroyed, or wrongfully taken Bonds as provided in Section 10 of this Ordinance. "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. "Series" means any designated series of Bonds issued pursuant to this Ordinance. "Taxable Bonds" means the Bonds bearing interest at a taxable rate. Page 284 of 540 Georgetown: GORefg\16\Del: Ordinance A-5 "Tax-Exempt Bonds" means the Bonds bearing interest which is excludable from gross income for federal taxation purposes pursuant to Section 103 of the Internal Revenue Code. "Taxable Series" means each Series of Bonds bearing interest at a taxable rate. "Tax-Exempt Series" means each Series of Tax Exempt Bonds. . Page 285 of 540 Georgetown: GORefg\16\Del: Ordinance B-1 EXHIBIT B DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 15 of this Ordinance. Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements contained in the Official Statement. Page 286 of 540 Preliminary City of Georgetown, Texas $7,320,000 General Obligation Refunding Bonds, Series 2016 Sources & Uses Dated 06/01/2016 | Delivered 06/01/2016 Sources Of Funds Par Amount of Bonds $7,320,000.00 Reoffering Premium 667,372.50 Transfers from Prior Issue Debt Service Funds 125,000.00 Total Sources $8,112,372.50 Uses Of Funds Total Underwriter's Discount (0.619%)45,280.00 Costs of Issuance 102,500.00 Deposit to Current Refunding Fund 7,959,515.18 Rounding Amount 5,077.32 Total Uses $8,112,372.50 16 GO Ref (2/16) | SINGLE PURPOSE | 2/16/2016 | 6:22 PM Specialized Public Finance Inc. Austin, Texas Page 1 Page 287 of 540 Preliminary City of Georgetown, Texas $7,320,000 General Obligation Refunding Bonds, Series 2016 Debt Service Comparison Date Total P+I Existing D/S Net New D/S Old Net D/S Savings 09/30/2016 51,676.67 1,469,025.00 1,515,624.35 1,519,466.26 3,841.91 09/30/2017 2,051,400.00 - 2,051,400.00 2,127,882.52 76,482.52 09/30/2018 882,400.00 - 882,400.00 957,270.02 74,870.02 09/30/2019 841,850.00 - 841,850.00 920,407.52 78,557.52 09/30/2020 846,900.00 - 846,900.00 923,923.76 77,023.76 09/30/2021 851,200.00 - 851,200.00 926,418.76 75,218.76 09/30/2022 774,750.00 - 774,750.00 851,926.26 77,176.26 09/30/2023 778,350.00 - 778,350.00 853,741.26 75,391.26 09/30/2024 780,750.00 - 780,750.00 858,156.26 77,406.26 09/30/2025 311,950.00 - 311,950.00 391,825.02 79,875.02 09/30/2026 315,750.00 - 315,750.00 390,718.76 74,968.76 09/30/2027 126,000.00 - 126,000.00 203,925.00 77,925.00 Total $8,612,976.67 $1,469,025.00 $10,076,924.35 $10,925,661.40 $848,737.05 PV Analysis Summary (Net to Net) Gross PV Debt Service Savings 897,334.30 Net PV Cashflow Savings @ 2.122%(AIC)897,334.30 Transfers from Prior Issue Debt Service Fund (125,000.00) Contingency or Rounding Amount 5,077.32 Net Present Value Benefit $777,411.62 Net PV Benefit / $7,800,000 Refunded Principal 9.967% Refunding Bond Information Refunding Dated Date 6/01/2016 Refunding Delivery Date 6/01/2016 16 GO Ref (2/16) | SINGLE PURPOSE | 2/16/2016 | 6:22 PM Specialized Public Finance Inc. Austin, Texas Page 2 Page 288 of 540 Preliminary City of Georgetown, Texas $7,320,000 General Obligation Refunding Bonds, Series 2016 Debt Service Schedule Date Principal Coupon Interest Total P+I Fiscal Total 06/01/2016 - - - - - 08/15/2016 - - 51,676.67 51,676.67 - 09/30/2016 - - - - 51,676.67 02/15/2017 - - 125,700.00 125,700.00 - 08/15/2017 1,800,000.00 3.000% 125,700.00 1,925,700.00 - 09/30/2017 - - - - 2,051,400.00 02/15/2018 - - 98,700.00 98,700.00 - 08/15/2018 685,000.00 3.000% 98,700.00 783,700.00 - 09/30/2018 - - - - 882,400.00 02/15/2019 - - 88,425.00 88,425.00 - 08/15/2019 665,000.00 3.000% 88,425.00 753,425.00 - 09/30/2019 - - - - 841,850.00 02/15/2020 - - 78,450.00 78,450.00 - 08/15/2020 690,000.00 3.000% 78,450.00 768,450.00 - 09/30/2020 - - - - 846,900.00 02/15/2021 - - 68,100.00 68,100.00 - 08/15/2021 715,000.00 3.000% 68,100.00 783,100.00 - 09/30/2021 - - - - 851,200.00 02/15/2022 - - 57,375.00 57,375.00 - 08/15/2022 660,000.00 4.000% 57,375.00 717,375.00 - 09/30/2022 - - - - 774,750.00 02/15/2023 - - 44,175.00 44,175.00 - 08/15/2023 690,000.00 4.000% 44,175.00 734,175.00 - 09/30/2023 - - - - 778,350.00 02/15/2024 - - 30,375.00 30,375.00 - 08/15/2024 720,000.00 4.000% 30,375.00 750,375.00 - 09/30/2024 - - - - 780,750.00 02/15/2025 - - 15,975.00 15,975.00 - 08/15/2025 280,000.00 4.000% 15,975.00 295,975.00 - 09/30/2025 - - - - 311,950.00 02/15/2026 - - 10,375.00 10,375.00 - 08/15/2026 295,000.00 5.000% 10,375.00 305,375.00 - 09/30/2026 - - - - 315,750.00 02/15/2027 - - 3,000.00 3,000.00 - 08/15/2027 120,000.00 5.000% 3,000.00 123,000.00 - 09/30/2027 - - - - 126,000.00 Total $7,320,000.00 -$1,292,976.67 $8,612,976.67 - Yield Statistics Bond Year Dollars $34,344.67 Average Life 4.692 Years Average Coupon 3.7647087% Net Interest Cost (NIC)1.9533868% True Interest Cost (TIC)1.8227098% Bond Yield for Arbitrage Purposes 1.6828809% All Inclusive Cost (AIC)2.1220131% IRS Form 8038 Net Interest Cost 1.6149800% Weighted Average Maturity 4.850 Years 16 GO Ref (2/16) | SINGLE PURPOSE | 2/16/2016 | 6:22 PM Specialized Public Finance Inc. Austin, Texas Page 3 Page 289 of 540 Preliminary City of Georgetown, Texas $7,320,000 General Obligation Refunding Bonds, Series 2016 Pricing Summary Maturity Type of Bond Coupon Yield Maturity Value Price YTM Call Date Call Price Dollar Price 08/15/2017 Serial Coupon 3.000% 0.860% 1,800,000.00 102.560% - - - 1,846,080.00 08/15/2018 Serial Coupon 3.000% 1.000% 685,000.00 104.351% - - - 714,804.35 08/15/2019 Serial Coupon 3.000% 1.110% 665,000.00 105.934% - - - 704,461.10 08/15/2020 Serial Coupon 3.000% 1.240% 690,000.00 107.189% - - - 739,604.10 08/15/2021 Serial Coupon 3.000% 1.410% 715,000.00 107.952% - - - 771,856.80 08/15/2022 Serial Coupon 4.000% 1.600% 660,000.00 114.122% - - - 753,205.20 08/15/2023 Serial Coupon 4.000% 1.830% 690,000.00 114.584% - - - 790,629.60 08/15/2024 Serial Coupon 4.000% 2.000% 720,000.00 115.063% - - - 828,453.60 08/15/2025 Serial Coupon 4.000% 2.140% 280,000.00 115.463% - - - 323,296.40 08/15/2026 Serial Coupon 5.000% 2.310% 295,000.00 124.329% - - - 366,770.55 08/15/2027 Serial Coupon 5.000% 2.390% 120,000.00 123.509% c 2.571% 08/15/2026 100.000% 148,210.80 Total ---$7,320,000.00 -----$7,987,372.50 Bid Information Par Amount of Bonds $7,320,000.00 Reoffering Premium or (Discount)667,372.50 Gross Production $7,987,372.50 Total Underwriter's Discount (0.619%)$(45,280.00) Bid (108.499%)7,942,092.50 Total Purchase Price $7,942,092.50 Bond Year Dollars $34,344.67 Average Life 4.692 Years Average Coupon 3.7647087% Net Interest Cost (NIC)1.9533868% True Interest Cost (TIC)1.8227098% 16 GO Ref (2/16) | SINGLE PURPOSE | 2/16/2016 | 6:22 PM Specialized Public Finance Inc. Austin, Texas Page 4 Page 290 of 540 Preliminary City of Georgetown, Texas $7,320,000 General Obligation Refunding Bonds, Series 2016 Current Refunding Escrow Date Principal Rate +Transfers Receipts Disbursements Cash Balance 06/01/2016 - - - - - - 07/06/2016 3,002,578.92 - 125,000.00 3,127,578.92 3,127,578.92 - 08/15/2016 4,831,936.26 - - 4,831,936.26 4,831,936.26 - Total $7,834,515.18 -$125,000.00 $7,959,515.18 $7,959,515.18 - Investment Parameters Investment Model [PV, GIC, or Securities]GIC Default investment yield target Unrestricted Cost of Investments Purchased with Fund Transfers 125,000.00 Cost of Investments Purchased with Bond Proceeds 7,834,515.18 Total Cost of Investments $7,959,515.18 Target Cost of Investments at bond yield $7,813,010.76 Yield to Receipt - Yield for Arbitrage Purposes 1.6828809% 16 GO Ref (2/16) | SINGLE PURPOSE | 2/16/2016 | 6:22 PM Specialized Public Finance Inc. Austin, Texas Page 5 Page 291 of 540 Preliminary City of Georgetown, Texas $7,320,000 General Obligation Refunding Bonds, Series 2016 Summary Of Bonds Refunded Issue Maturity Type of Bond Coupon Maturity Value Call Date Call Price Dated 8/15/2007 | Delivered 8/15/2007 06 CO-after 2014 ref 08/15/2017 Serial Coupon 4.250% 205,000 08/15/2016 100.000% 06 CO-after 2014 ref 08/15/2018 Serial Coupon 4.375% 130,000 08/15/2016 100.000% 06 CO-after 2014 ref 08/15/2019 Serial Coupon 4.400% 135,000 08/15/2016 100.000% 06 CO-after 2014 ref 08/15/2020 Serial Coupon 4.500% 140,000 08/15/2016 100.000% 06 CO-after 2014 ref 08/15/2021 Serial Coupon 4.500% 150,000 08/15/2016 100.000% 06 CO-after 2014 ref 08/15/2022 Serial Coupon 4.500% 150,000 08/15/2016 100.000% 06 CO-after 2014 ref 08/15/2023 Serial Coupon 4.600% 160,000 08/15/2016 100.000% 06 CO-after 2014 ref 08/15/2024 Serial Coupon 4.625% 170,000 08/15/2016 100.000% 06 CO-after 2014 ref 08/15/2025 Serial Coupon 4.625% 175,000 08/15/2016 100.000% 06 CO-after 2014 ref 08/15/2026 Serial Coupon 4.625% 180,000 08/15/2016 100.000% Subtotal --$1,595,000 -- - ---- Dated 4/15/2006 | Delivered 5/18/2006 06 REF-after 2014 ref 02/15/2017 Serial Coupon 5.000% 320,000 07/06/2016 100.000% 06 REF-after 2014 ref 02/15/2018 Serial Coupon 5.000% 340,000 07/06/2016 100.000% 06 REF-after 2014 ref 02/15/2019 Serial Coupon 5.000% 355,000 07/06/2016 100.000% 06 REF-after 2014 ref 02/15/2020 Serial Coupon 4.600% 375,000 07/06/2016 100.000% 06 REF-after 2014 ref 02/15/2021 Serial Coupon 4.600% 390,000 07/06/2016 100.000% 06 REF-after 2014 ref 02/15/2022 Serial Coupon 4.700% 410,000 07/06/2016 100.000% 06 REF-after 2014 ref 02/15/2023 Serial Coupon 4.750% 430,000 07/06/2016 100.000% 06 REF-after 2014 ref 02/15/2024 Serial Coupon 4.750% 450,000 07/06/2016 100.000% Subtotal --$3,070,000 -- - ---- Dated 4/01/2007 | Delivered 5/08/2007 07 CO-after 2014 ref 08/15/2017 Serial Coupon 4.000% 340,000 08/15/2016 100.000% 07 CO-after 2014 ref 08/15/2018 Serial Coupon 4.000% 50,000 08/15/2016 100.000% 07 CO-after 2014 ref 08/15/2019 Serial Coupon 4.125% 55,000 08/15/2016 100.000% 07 CO-after 2014 ref 08/15/2020 Serial Coupon 4.200% 55,000 08/15/2016 100.000% 07 CO-after 2014 ref 08/15/2021 Serial Coupon 4.250% 60,000 08/15/2016 100.000% 07 CO-after 2014 ref 08/15/2022 Serial Coupon 4.250% 60,000 08/15/2016 100.000% 07 CO-after 2014 ref 08/15/2023 Term 1 Coupon 4.500% 60,000 08/15/2016 100.000% 07 CO-after 2014 ref 08/15/2024 Term 1 Coupon 4.500% 65,000 08/15/2016 100.000% 07 CO-after 2014 ref 08/15/2025 Term 1 Coupon 4.500% 65,000 08/15/2016 100.000% 07 CO-after 2014 ref 08/15/2026 Term 1 Coupon 4.500% 70,000 08/15/2016 100.000% 07 CO-after 2014 ref 08/15/2027 Term 1 Coupon 4.500% 75,000 08/15/2016 100.000% Subtotal --$955,000 -- - ---- Dated 4/01/2007 | Delivered 5/08/2007 07 GO & REF-after 2014 ref 08/15/2017 Serial Coupon 4.000% 920,000 08/15/2016 100.000% 07 GO & REF-after 2014 ref 08/15/2018 Serial Coupon 4.000% 170,000 08/15/2016 100.000% 07 GO & REF-after 2014 ref 08/15/2019 Serial Coupon 4.125% 140,000 08/15/2016 100.000% 07 GO & REF-after 2014 ref 08/15/2020 Serial Coupon 4.200% 150,000 08/15/2016 100.000% 07 GO & REF-after 2014 ref 08/15/2021 Serial Coupon 4.250% 155,000 08/15/2016 100.000% 07 GO & REF-after 2014 ref 08/15/2022 Serial Coupon 4.250% 95,000 08/15/2016 100.000% 07 GO & REF-after 2014 ref 08/15/2023 Term 1 Coupon 4.625% 100,000 08/15/2016 100.000% 07 GO & REF-after 2014 ref 08/15/2024 Term 1 Coupon 4.625% 105,000 08/15/2016 100.000% 07 GO & REF-after 2014 ref 08/15/2025 Term 2 Coupon 4.625% 110,000 08/15/2016 100.000% 07 GO & REF-after 2014 ref 08/15/2026 Term 2 Coupon 4.625% 115,000 08/15/2016 100.000% 07 GO & REF-after 2014 ref 08/15/2027 Term 2 Coupon 4.625% 120,000 08/15/2016 100.000% Subtotal --$2,180,000 -- Total --$7,800,000 -- 16 GO Ref (2/16) | SINGLE PURPOSE | 2/16/2016 | 6:22 PM Specialized Public Finance Inc. Austin, Texas Page 6 Page 292 of 540 Preliminary City of Georgetown, Texas $7,320,000 General Obligation Refunding Bonds, Series 2016 Debt Service To Maturity And To Call Date Refunded Bonds Interest to Call D/S To Call Principal Interest Refunded D/S 06/01/2016 ------ 07/06/2016 3,070,000.00 57,578.92 3,127,578.92 - - - 08/15/2016 4,730,000.00 101,936.26 4,831,936.26 - 175,441.26 175,441.26 02/15/2017 - - - 320,000.00 175,441.26 495,441.26 08/15/2017 - - - 1,465,000.00 167,441.26 1,632,441.26 02/15/2018 - - - 340,000.00 137,885.01 477,885.01 08/15/2018 - - - 350,000.00 129,385.01 479,385.01 02/15/2019 - - - 355,000.00 122,141.26 477,141.26 08/15/2019 - - - 330,000.00 113,266.26 443,266.26 02/15/2020 - - - 375,000.00 106,274.38 481,274.38 08/15/2020 - - - 345,000.00 97,649.38 442,649.38 02/15/2021 - - - 390,000.00 90,194.38 480,194.38 08/15/2021 - - - 365,000.00 81,224.38 446,224.38 02/15/2022 - - - 410,000.00 73,280.63 483,280.63 08/15/2022 - - - 305,000.00 63,645.63 368,645.63 02/15/2023 - - - 430,000.00 56,976.88 486,976.88 08/15/2023 - - - 320,000.00 46,764.38 366,764.38 02/15/2024 - - - 450,000.00 39,421.88 489,421.88 08/15/2024 - - - 340,000.00 28,734.38 368,734.38 02/15/2025 - - - - 20,912.51 20,912.51 08/15/2025 - - - 350,000.00 20,912.51 370,912.51 02/15/2026 - - - - 12,859.38 12,859.38 08/15/2026 - - - 365,000.00 12,859.38 377,859.38 02/15/2027 - - - - 4,462.50 4,462.50 08/15/2027 - - - 195,000.00 4,462.50 199,462.50 Total $7,800,000.00 $159,515.18 $7,959,515.18 $7,800,000.00 $1,781,636.40 $9,581,636.40 Yield Statistics Base date for Avg. Life & Avg. Coupon Calculation 6/01/2016 Average Life 4.711 Years Average Coupon 4.5670669% Weighted Average Maturity (Par Basis) 4.711 Years Weighted Average Maturity (Original Price Basis) 4.711 Years Refunding Bond Information Refunding Dated Date 6/01/2016 Refunding Delivery Date 6/01/2016 16 GO Ref (2/16) | SINGLE PURPOSE | 2/16/2016 | 6:22 PM Specialized Public Finance Inc. Austin, Texas Page 7 Page 293 of 540 City of Georgetown, Texas City Council Regula r Meeting April 26, 2016 SUBJECT: Forwarded fro m the G eneral G overnment and Fi nance Advi sory B oard (G G AF): Fi rst Readi ng of an Ordinance authori zi ng the Issuance of City of Georgetown, Texas Uti l i ty System Revenue Refundi ng Bonds, Seri es 2016; authorizing the pledge o f certain revenues in support of the bo nds, approving a Paying Agent/Registrar Agreement, an Official Statement, an Escrow Agreement and a P urchase Agre e ment, establishing procedures for Selling and Delivery o f the Bo nds and authorizing o ther matters related to the Issuance of the Bonds -- Laurie Brewer, Assistant City Manager (acti on r e qui r ed) ITEM SUMMARY: Consideration and action with respect to "Ordinance Authorizing the Issuance o f City of Georgetown, Texas Utility System Reve nue Refunding Bonds, Series 2 01 6; Authorizing the Pledge o f Certain Revenues in Support of the Bo nds; Approving a Paying Agent/Registrar Agreement, an Official Stateme nt, an Escrow Agreeme nt and a Purchase Agreement; Establishing P rocedures for Selling and Delivery of the Bo nds; and Authorizing Other Matters Related to the Issuanc e of the Bo nds." This ordinance autho rizes issuance of Utility Ste m Re funding Bonds, the amount of which will not be determined until the actual sale of the bonds, due to market co nditio ns. This issue will refund up to $10 million of Utility System Re venue Bonds to refund Series 20 06 , 2006A, 20 07 and 2008 Revenue and Refunding Bonds. The current estimate would issue up to $1 0 million that would provide an estimated Net Present Value of savings of $1,0 62 ,202. Actual amounts will be determined base d on market conditions at the time o f sale. These bo nds will be handle d as a “ne gotiated sale” due to special structuring requirements related to the issuance of refunding bonds and sold at least 15 days after the vario us 2016 Series bonds are sold on April 2 6, all of which are be ing sold in a co mpetitive (best bid) process. Due to the delay in the sale itself, this ordnance also delegates signing the final refunding bond documents to the Mayo r or the Mayor-P ro Tem. This action allows the City’s Financial Advisor to place the bonds at the most o pportune time in the marke t, while meeting all the legal require ments o f the sale. FINANCIAL IMPACT: Once the bonds are sold, an analysis of the cost savings will be provided to the City Co uncil. Pl ease note al l ordi nanc e s w i l l be approved and effecti ve on Fi rst Re adi ng i n accordance wi th Secti on 1201 .02 8, Texas Governme nt Co de. SUBMITTED BY: Laurie Brewer, Assistant City Manager - kj ATTACHMENT S: Description Utility Refund ing Bond s Ordinanc e Es timated Debt S ervic e S ched ule and Savings Page 294 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance ORDINANCE NO. 2016-____ ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS UTILITY SYSTEM REVENUE REFUNDING BONDS, SERIES 2016; AUTHORIZING THE PLEDGE OF CERTAIN REVENUES IN SUPPORT OF THE BONDS; APPROVING A PAYING AGENT/REGISTRAR AGREEMENT, AN OFFICIAL STATEMENT, AN ESCROW AGREEMENT AND A PURCHASE AGREEMENT; ESTABLISHING PROCEDURES FOR SELLING AND DELIVERY OF THE BONDS; AND AUTHORIZING OTHER MATTERS RELATED TO THE ISSUANCE OF THE BONDS ADOPTED APRIL 26, 2016 Page 295 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance i ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS UTILITY SYSTEM REVENUE REFUNDING BONDS, SERIES 2016; AUTHORIZING THE PLEDGE OF CERTAIN REVENUES IN SUPPORT OF THE BONDS; APPROVING A PAYING AGENT/REGISTRAR AGREEMENT, AN OFFICIAL STATEMENT, AN ESCROW AGREEMENT AND A PURCHASE AGREEMENT; ESTABLISHING PROCEDURES FOR SELLING AND DELIVERY OF THE BONDS; AND AUTHORIZING OTHER MATTERS RELATED TO THE ISSUANCE OF THE BONDS Table of Contents Page Preamble ..................................................................................................................................1 Section 1. RECITALS ..............................................................................................................2 Section 2. DEFINITIONS AND VISION STATEMENT ........................................................2 Section 3. AMOUNT, NAME AND PURPOSE OF THE BONDS.........................................2 Section 4. DATE, DENOMINATION, MATURITIES, NUMBERS, INTEREST AND REDEMPTION ..............................................................................................2 Section 5. CHARACTERISTICS OF THE BONDS. ...............................................................5 Section 6. FORM OF BOND ....................................................................................................9 Section 7. PLEDGE OF PLEDGED REVENUES. ..................................................................9 Section 8. SPECIAL FUNDS ...................................................................................................9 Section 9. REVENUE FUND ...................................................................................................9 Section 10. FLOW OF FUNDS ................................................................................................10 Section 11. INTEREST AND SINKING FUND. .....................................................................10 Section 12. RESERVE FUND ..................................................................................................11 Section 13. EXCESS BOND PROCEEDS. ..............................................................................14 Section 14. DEFICIENCIES - EXCESS PLEDGED OR NET REVENUES ..........................14 Section 15. INVESTMENT OF FUNDS - VALUATION - TRANSFER OF INVESTMENT INCOME. ....................................................................................14 Page 296 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance ii Section 16. PAYMENT OF PARITY OBLIGATIONS. ..........................................................15 Section 17. RATES AND CHARGES. ....................................................................................15 Section 18. GENERAL COVENANTS ....................................................................................16 Section 19. RECORDS AND ACCOUNTS - ANNUAL AUDIT ...........................................19 Section 20. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE TAX-EXEMPT BONDS ........................................................................20 Section 21. CONTINUING DISCLOSURE UNDERTAKING ...............................................22 Section 22. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS .................................25 Section 23. FURTHER REQUIREMENTS FOR ADDITIONAL PARITY OBLIGATIONS .....................................................................................................25 Section 24. ISSUANCE OF SUBORDINATE LIEN OBLIGATIONS ...................................26 Section 25. ISSUANCE OF SPECIAL PROJECT OBLIGATIONS .......................................26 Section 26. LIMITED OBLIGATIONS OF THE CITY ..........................................................26 Section 27. SECURITY FOR FUNDS .....................................................................................27 Section 28. DEFAULTS AND REMEDIES ............................................................................27 Section 29. DEFEASANCE OF BONDS .................................................................................28 Section 30. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS ..................................................................................................................29 Section 31. AMENDMENT OF ORDINANCE .......................................................................30 Section 32. CUSTODY, APPROVAL AND REGISTRATION OF BONDS; BOND COUNSEL'S OPINION, BOND INSURANCE AND CUSIP NUMBERS .........32 Section 33. APPROVAL OF OFFERING DOCUMENTS, PAYING AGENT/ REGISTRAR AGREEMENT AND ESCROW AGREEMENT ...........................33 Section 34. INSURANCE PROVISIONS ................................................................................34 Section 35. NO RECOURSE AGAINST CITY OFFICIALS ..................................................34 Section 36. FURTHER ACTIONS ...........................................................................................34 Page 297 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance iii Section 37. INTERPRETATIONS ...........................................................................................34 Section 38. INCONSISTENT PROVISIONS ..........................................................................34 Section 39. INTERESTED PARTIES ......................................................................................34 Section 40. INCORPORATION OF RECITALS .....................................................................35 Section 41. SEVERABILITY ...................................................................................................35 Section 42. EFFECTIVE DATE ...............................................................................................35 Section 43. PERFECTION .......................................................................................................35 Section 44. PAYMENT OF ATTORNEY GENERAL FEE ....................................................35 Exhibit A Definitions Exhibit B Form of Bond Exhibit C Description of Annual Financial Information Page 298 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance ORDINANCE NO. 2016-____ ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS UTILITY SYSTEM REVENUE REFUNDING BONDS, SERIES 2016; AUTHORIZING THE PLEDGE OF CERTAIN REVENUES IN SUPPORT OF THE BONDS; APPROVING A PAYING AGENT/REGISTRAR AGREEMENT, AN OFFICIAL STATEMENT, AN ESCROW AGREEMENT AND A PURCHASE AGREEMENT; ESTABLISHING PROCEDURES FOR SELLING AND DELIVERY OF THE BONDS; AND AUTHORIZING OTHER MATTERS RELATED TO THE ISSUANCE OF THE BONDS STATE OF TEXAS ' COUNTY OF WILLIAMSON ' CITY OF GEORGETOWN ' WHEREAS, the City Council of the City deems it advisable and in the best interest of the City to refund the Refunded Obligations, as defined in Exhibit "A" attached hereto, in order to achieve a net present value debt service savings of not less than 3.00% of the principal amount of the Refunded Obligations net of any City contribution with such savings, among other information and terms to be included in a pricing certificate to be executed by the Mayor, acting as the designated pricing officer of the City, or, in the absence of the Mayor, the Mayor Pro Tem, all in accordance with the provisions of Chapters 1207 and 1371 of the Texas Government Code thereof; and WHEREAS, Chapter 1207, Texas Government Code, as amended ("Chapter 1207") 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 or with a trust company or commercial bank that does not act as depository for the City, 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, Chapter 1207 further authorizes the City to enter into an escrow agreement with an eligible trust company or commercial bank with respect to the safekeeping, investment, reinvestment, administration, and disposition of any such deposit, upon such terms and conditions as the City and such entity may agree, provided that such deposits may be invested and reinvested in Defeasance Securities (as defined herein) 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 Chapter 1207; 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 Page 299 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 2 WHEREAS, it is hereby officially found and determined that the meeting at which this Ordinance was passed was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code; and THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS THAT: Section 1. RECITALS. 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. Section 2. DEFINITIONS AND VISION STATEMENT. (a) Definitions. For all purposes of this Ordinance, except as otherwise expressly provided or unless the context otherwise requires, the terms defined in Exhibit "A" to this Ordinance have the meanings assigned to them in Exhibit "A". (b) Vision Statement. The City Council hereby finds that the enactment of this Ordinance and issuance of the Bonds complies with the Vision Statement of the City. Section 3. AMOUNT, NAME AND PURPOSE OF THE BONDS. The Bonds, each to be designated the "CITY OF GEORGETOWN, TEXAS UTILITY SYSTEM REVENUE REFUNDING BOND, SERIES 2016," are hereby authorized to be issued and delivered in accordance with the Constitution and laws of the State of Texas, particularly Chapters 1207 and 1371, Texas Government Code, as amended, and the Charter of the City. The Bonds shall be issued in the aggregate principal amount not to exceed $10,000,000 for the purpose of providing funds for (i) refunding the Refunded Obligations and (ii) paying the costs of issuing the Bonds. Section 4. DATE, DENOMINATION, MATURITIES, NUMBERS, INTEREST AND REDEMPTION. (a) Initially there shall be issued, sold, and delivered hereunder fully registered Bonds, without interest coupons, which may be in the form of Current Interest Bonds or Premium Compound Interest Bonds, numbered consecutively from R-1 upward, in the case of Current Interest Bonds, and from PC-1 upward, in the case of Premium Compound Interest Bonds (except the Initial Bond delivered to the Attorney General of the State of Texas which shall be numbered T-1 and TPC-1 respectively) payable to the respective initial Registered Owners thereof, or to the registered assignee or assignees of said Bonds or any portion or portions thereof, in Authorized Denominations, maturing not later than August 15, 2035, serially or otherwise on the dates, in the years and in the principal amounts, respectively, and dated, as all set forth in the Pricing Certificate to be executed and delivered by the Pricing Officer pursuant to subsection (b) of this section. The Pricing Certificate is hereby incorporated in and made a part of this Ordinance. The Bonds shall be designated by the year in which they are awarded as set forth in the Pricing Certificate. The authority for the Pricing Officer to execute and deliver the Pricing Certificate for the Bonds shall expire at 5:00 p.m. C.D.T. on April 26, 2017. Bonds priced on or before April 26, 2017 may be delivered to the initial purchaser after such date. (b) As authorized by Chapter 1207, Texas Government Code, as amended, the Pricing Officer is hereby authorized to act on behalf of the City in selling and delivering the Bonds, determining which of the Refundable Obligations shall be refunded and constitute Refunded Page 300 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 3 Obligations under this Ordinance and carrying out the other procedures specified in this Ordinance, including determining the date of the Bonds, any additional or different designation or title by which the Bonds shall be known, the price at which the Bonds will be sold, the years in which the Bonds will mature, the principal amount to mature in each of such years, the aggregate principal amount of Current Interest Bonds and Premium Compound Interest Bonds, the rate or rates of interest to be borne by each such maturity, the interest payment periods, the dates, price, and terms upon and at which the Bonds shall be subject to redemption prior to maturity at the option of the City, as well as any mandatory sinking fund redemption provisions, and all other matters relating to the issuance, sale, and delivery of the Bonds and the refunding of the Refunded Obligations, all of which shall be specified in the Pricing Certificate; provided that (i) the price to be paid for the Bonds shall not be less than 90% of the aggregate original principal amount thereof plus accrued interest thereon from its date to its delivery, (ii) none of the Bonds shall bear interest at a rate, or yield in the case of Premium Compound Interest Bonds, greater than the maximum authorized by law, and (iii) the refunding must produce a net present value debt service savings of at least 3.00% of the principal amount of the Refunded Obligations, net of any City contribution. In establishing the aggregate principal amount of the Bonds, the Pricing Officer shall establish an amount not to exceed the amount authorized in Section 3, which shall be sufficient to provide for the purposes for which the Bonds are authorized and to pay the costs of issuing the Bonds. To achieve advantageous borrowing costs for the City, the Bonds shall be sold on a negotiated, placement or competitive basis as determined by the Pricing Officer in the Pricing Certificate. In determining whether to sell the Bonds by negotiated, placement or competitive sale, the Pricing Officer shall take into account any material disclosure issues which might exist at the time, the market conditions expected at the time of the sale and any other matters which, in the judgment of the Pricing Officer, might affect the net borrowing costs on the Bonds. If the Pricing Officer determines that the Bonds should be sold at a competitive sale, the Pricing Officer shall cause to be prepared a notice of sale and official statement in such manner as the Pricing Officer deems appropriate, to make the notice of sale and official statement available to those institutions and firms wishing to submit a bid for the Bonds, to receive such bids, and to award the sale of the Bonds to the bidder submitting the best bid in accordance with the provisions of the notice of sale. If the Pricing Officer determines that the Bonds should be sold by a negotiated sale or placement, the Pricing Officer shall designate the placement purchaser or the senior managing underwriter for the Bonds and such additional investment banking firms as the Pricing Officer deems appropriate to assure that the Bonds are sold on the most advantageous terms to the City. The Pricing Officer, acting for and on behalf of the City, is authorized to enter into and carry out a purchase agreement or other agreement for the Bonds to be sold by negotiated sale or placement, with the underwriters or placement purchasers at such price, with and subject to such terms as determined by the Pricing Officer pursuant to this Section 4(b) above. In satisfaction of Section 1201.022(a)(3), Texas Government Code, the City Council determines that the delegation of the authority to the Pricing Officer to approve the final terms and conditions of each Series of the Bonds as set forth in this Ordinance is, and the decisions made by the Pricing Officer pursuant to such delegated authority and incorporated in the Pricing Certificate Page 301 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 4 will be, in the best interests and shall have the same force and effect as if such determination were made by the City Council and the Pricing Officer is hereby authorized to make and include in a Pricing Certificate an appropriate finding to that effect. (c) The Current Interest Bonds shall bear interest calculated on the basis of a 360-day year composed of twelve 30-day months from the dates specified in the FORM OF BONDS set forth in this Ordinance to their respective dates of maturity or redemption at the rates per annum set forth in the Pricing Certificate. The Premium Compound Interest Bonds shall bear interest from the Issuance Date, calculated on the basis of a 360-day year composed of twelve 30-day months (subject to rounding to the Compounded Amounts thereof), compounded on the Compounding Dates as set forth in the Pricing Certificate, and payable, together with the principal amount thereof, in the manner provided in the Form of Bonds at the rates set forth in the Pricing Certificate. Attached to the Pricing Certificate, if Premium Compound Interest Bonds are to be issued, shall be the Accretion Table. The Accreted Value with respect to any date other than a Compounding Date is the amount set forth on the Accretion Table with respect to the last preceding Compounding Date, plus the portion of the difference between such amount and the amount set forth on the Accretion Table with respect to the next succeeding Compounding Date that the number of days (based on 30-day months) from such last preceding Compounding Date to the date for which such determination is being calculated bears to the total number of days (based on 30-day months) from such last preceding Compounding Date to the next succeeding Compounding Date. (d) Right of Redemption. The City reserves the right, at its option, to redeem the Bonds as set forth in the FORM OF BOND and the Pricing Certificate. The City, at least thirty (30) days before the date of any optional redemption, shall notify the Paying Agent/Registrar of such redemption date and of the amount and maturity of the Bonds to be redeemed. (e) Notice of Redemption to Bondholder. The Paying Agent/Registrar shall give notice of any redemption of the Bonds by sending notice by first class United States mail, postage prepaid, not less than twenty (20) days before the date fixed for redemption, to the Bondholder at the address shown in the Register. The notice shall state among other things, the redemption date, the redemption price, the place at which the Bonds are to be surrendered for payment, and that the Bonds so called for redemption shall cease to bear interest after the redemption date. Any notice given as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Bondholder receives such notice. With respect to any optional redemption of the Bonds, unless certain prerequisites to such redemption required by or this Ordinance have been met and moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state that said redemption may, at the option of the City, be conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no force and effect, the City shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in Page 302 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 5 the manner in which the notice of redemption was given, to the effect that the Bonds have not been redeemed. (f) Effect of Redemption. Notice of redemption having been given as provided in this Section, the Bonds called for redemption shall become due and payable on the date fixed for redemption and, unless the City defaults in the payment of the principal thereof or accrued interest thereon, such Bonds thereof shall cease to bear interest from and after the date fixed for redemption, whether or not such Bond is presented and surrendered for payment on such date. If the Bonds thereof called for redemption are not so paid upon presentation and surrender thereof for redemption, such Bonds thereof shall continue to bear interest at the rate stated on the Bond until paid or until due provision is made for the payment of same. (g) Conditional Notice of Redemption. With respect to any optional redemption of the Bonds, unless certain prerequisites to such redemption required by this Ordinance have been met and moneys sufficient to pay the principal of the premium, if any, and interest on the Bonds to be redeemed shall have been received by the Paying Agent prior to the giving of such notice of redemption, such notice shall sate that said redemption may, at the option of the City, be conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no force and effect, the City shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Bonds have not been redeemed. Section 5. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer, Conversion and Exchange; Authentication. The City shall keep or cause to be kept at the principal corporate trust officer of such eligible institution as may be selected by the Pricing Officer in the Pricing Certificate to serve as paying agent/registrar for the Bonds (the "Paying Agent/Registrar") books or records for the registration of the transfer, conversion and exchange of the Bonds (the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers, conversions and exchanges under such reasonable regulations as the City and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein provided within three days of presentation in due and proper form. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the Registered Owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each Registered Owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The City shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The Paying Agent/Registrar shall make a copy of the Registration Books available in the State of Texas. The City shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Bond or Bonds. Registration of Page 303 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 6 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 Exhibit "B" to this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. Except as provided in (c) below, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the Paying Agent/Registrar's Authentication Certificate, and no such Bond shall be deemed to be issued or outstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for transfer 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 transfer and exchange of any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the preparation, execution and delivery of the substitute Bonds in the manner prescribed herein. Pursuant to Chapter 1201, Texas Government Code, and particularly Subchapter D thereof, the duty of transfer and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Certificate, the transferred 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. (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 and shall be redeemed prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be exchanged for other Bonds of the same Series, (v) shall have the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and interest on the Bonds 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 Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF BOND set forth in Exhibit "B" to this Ordinance. The Bonds initially issued and delivered pursuant to this Ordinance are not required to be, and shall not be, authenticated by the Paying Agent/ Registrar, but on each substitute Bond issued in 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 entity 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 and to the extent permitted by law, (i) act in the capacity of Paying Agent/Registrar or (ii) change the Paying Page 304 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 7 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 assume the duties or 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 for Bonds. The Bonds issued in exchange for the Bonds initially issued as provided in Section 5(i) shall be initially issued in the form of a separate single fully registered Bond for each of the maturities thereof. Upon initial issuance, the ownership of each such Bond shall be 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 ("DTC Participant") to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants or to any person on behalf of whom such 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 of the Bonds, as shown on the Registration Books, of any notice with respect to the Bonds or (iii) the payment to any DTC Participant or any other person, other than a registered owner of Bonds, as shown in 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, 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 and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bond 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 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 Page 305 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 8 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 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 words "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. (f) Successor Securities Depository; Transfers Outside Book-Entry-Only Systems. In the event that the City determines to discontinue the use of the Book-Entry-Only System through DTC, or DTC determines to discontinue providing its services with respect to the Bonds, the City shall (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 registered owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Ordinance. Whenever a successor securities depository has been appointed pursuant to this paragraph, the terms DTC and DTC Participant as used in this Ordinance shall refer to such successor securities depository and its participants, respectively. (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 for 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 representation letter of the City to DTC. (h) DTC Blanket Letter of Representations. The City confirms execution of a Blanket Letter of Representations with DTC establishing the Book-Entry-Only System with respect to the Bonds. (i) Cancellation of Initial Bond. On the closing date, one Initial Bond representing the entire principal amount of the Bonds, payable in stated installments to the order of the initial purchaser of the Bonds or its designee, executed by manual or facsimile signature of the Mayor or Mayor Pro-tem and City Secretary, approved by the Attorney General of Texas, and registered and manually signed by the Comptroller of Public Accounts of the State of Texas, will be delivered to such initial purchaser or its designee. Upon payment for the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond and deliver to DTC on behalf of such initial purchaser one registered definitive Bond for each year of maturity of the Bonds, in the aggregate principal amount of all the Bonds for such maturity. Section 6. FORM OF BOND. The form of each Bond, including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration Page 306 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 9 Certificate of the Comptroller of Public Accounts of the State of Texas to be attached only to the Bonds initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially in the form set forth in Exhibit "B" hereto, with such appropriate variations, omissions or insertions as are permitted or required by this Ordinance. Section 7. PLEDGE OF PLEDGED REVENUES. The City hereby covenants and agrees that the Pledged Revenues are hereby irrevocably pledged to the payment and security of the Parity Obligations including the establishment and maintenance of the special funds created, established and maintained for the payment and security thereof, all as hereinafter provided; and it is hereby ordained that the Parity Obligations, and the interest thereon, shall constitute a lien on and pledge of the Pledged Revenues and be valid and binding without any physical delivery thereof or further act by the City, and the lien created hereby on the Pledged Revenues for the payment and security of the Parity Obligations, including the establishment and maintenance of the special funds created, established and maintained for the payment and security thereof, shall be superior to the lien on and pledge of the Pledged Revenues securing payment of any Subordinate Lien Obligations hereafter issued by the City. Section 8. SPECIAL FUNDS. The City confirms the establishment and maintenance on the books of the City, so long as any of the Parity Obligations are outstanding and unpaid, of the below limited Special Funds: (a) City of Georgetown, Texas Utility System Revenue Fund, hereinafter called the "Revenue Fund." (b) City of Georgetown, Texas Utility System Revenue Bonds Interest and Sinking Fund, hereinafter called the "Interest and Sinking Fund." Though all of such funds may be subaccounts of the City's General Fund held by the City's depository, and, as such, not held in separate bank accounts, such treatment shall not constitute a commingling of the monies in such Funds or of such Funds and the City shall keep full and complete records indicating the monies and investments credited to each of such Funds. Section 9. REVENUE FUND. The City hereby covenants, agrees and establishes that the Gross Revenues shall be deposited and credited to the Revenue Fund immediately as collected and received. All Maintenance and Operating Expenses are and shall be paid from such Gross Revenues as a first charge against same. Section 10. FLOW OF FUNDS. All Gross Revenues deposited and credited to the Revenue Fund shall be pledged and appropriated to the extent required for the following uses and in the order of priority shown: FIRST: to the payment of all necessary and reasonable Maintenance and Operating Expenses as defined herein or required by statute, including, but not limited to, Chapter 1502, Texas Government Code, as amended, to be a first charge on and claim against the Gross Revenues, including a two (2)-month reserve amount based upon the budgeted Page 307 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 10 amount of Maintenance and Operating Expenses for the current Fiscal Year, which amount shall be retained in the Revenue Fund. SECOND: to the payment of the amounts required to be deposited and credited to the Interest and Sinking Fund created and established for the payment of the Bonds, the Previously Issued Parity Obligations and any Additional Parity Obligations issued by the City as the same become due and payable. THIRD: pro rata to the payment of the amounts required to be deposited and credited (i) to the Reserve Fund created and established to maintain the Required Reserve Amount in accordance with the provisions of this Ordinance, including amounts owed with respect to any Reserve Fund Obligation to restore the Required Reserve Amount and (ii) to each other reserve fund created and established to maintain a reserve in accordance with the provisions of the ordinances relating to the issuance of any Additional Parity Obligations hereafter issued by the City. FOURTH: to the payment of Subordinate Lien Obligations. FIFTH: to the payment of the amounts required for any lawful purpose. Section 11. INTEREST AND SINKING FUND. For purposes of providing funds to pay the principal of, premium, if any, and interest on the Parity Obligations as the same become due and payable, including any mandatory sinking fund redemption payments, the City agrees that it shall maintain the Interest and Sinking Fund. The City covenants to deposit and credit to the Interest and Sinking Fund prior to each principal, interest payment or redemption date from the available Pledged Revenues an amount equal to one hundred percent (100%) of the amount required to fully pay the interest on and the principal of the Parity Obligations then falling due and payable. The City shall make such deposits and credits to pay maturing principal, accrued interest, and mandatory sinking fund redemptions on the Parity Obligations in substantially equal semi- annual installments on or before each February 15 and August 15. The required semi-annual deposits and credits to the Interest and Sinking Fund shall continue to be made as hereinabove provided until such time as (i) the total amount on deposit in and credited to the Interest and Sinking Fund and the Reserve Fund (excluding any Reserve Fund Obligation) is equal to the amount required to fully pay and discharge all Outstanding Parity Obligations (principal, premium, if any, and interest) or (ii) the Parity Obligations are no longer outstanding. Accrued interest and capitalized interest, if any, received from the purchaser of any Parity Obligation shall be taken into consideration and reduce the amount of the semi-annual deposits and credits hereinabove required into the Interest and Sinking Fund. Section 12. RESERVE FUND. (a) To accumulate and maintain a reserve for the payment of the Bonds and the Outstanding Parity Obligations equal to the Average Annual Debt Service Requirements of the Bonds and the Outstanding Parity Obligations (calculated by the City at the beginning of each Fiscal Year) (the "Required Reserve Amount"), the Reserve Fund has Page 308 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 11 been established and shall be maintained by the City. Earnings and income derived from the investment of amounts held for the credit of the Reserve Fund shall be retained in the Reserve Fund until the Reserve Fund contains the Required Reserve Amount; thereafter, such earnings and income shall be deposited to the credit of the Revenue Fund. As provided in this Section, the City shall deposit and credit to the Reserve Fund amounts required to maintain the balance in the Reserve Fund in an amount equal to the Required Reserve Amount. There shall be deposited into the Reserve Fund any Reserve Fund Obligations so designated by the City. All funds, investments and Reserve Fund Obligations on deposit and credited to the Reserve Fund shall be used solely for (i) the payment of the principal of and interest on the Bonds and the Outstanding Parity Obligations, when and to the extent other funds available for such purposes are insufficient, (ii) to make Reserve Fund Obligation Payments and (iii) to retire the last Stated Maturity or Stated Maturities of or interest on the Bonds and the Outstanding Parity Obligations. (b) When and for so long as the cash, investments and Reserve Fund Obligations in the Reserve Fund equal the Required Reserve Amount, no deposits need be made to the credit of the Reserve Fund; but, if and when the Reserve Fund at any time contains less than the Required Reserve Amount, the City covenants and agrees that the City shall cure the deficiency in the Reserve Fund by resuming the Required Reserve Fund Deposits to such Fund from the Pledged Revenues by monthly deposits and credits in amounts equal to not less than 1/60th of the Required Reserve Amount with any such deficiency payments being made on or before each August 15 and February 15 until the Required Reserve Amount has been fully restored; provided, however, that no such deposits shall be made into the Reserve Fund during any six month period beginning on August 15 and February 15 until there has been deposited into the Interest and Sinking Fund the full amount required to be deposited therein by the next following August 15 and February 15, as the case may be. In addition, in the event that a portion of the Required Reserve Amount is represented by a Reserve Fund Obligation, the Required Reserve Amount shall be restored as soon as possible from monthly deposits of Pledged Revenues on deposit in the Revenue Fund, but subject to making the full deposits and credits to the Interest and Sinking Fund required to be made by the next following August 15 and February 15, as the case may be. The City fu rther covenants and agrees that, subject only to the prior deposits and credits to be made to the Interest and Sinking Fund, the Pledged Revenues shall be applied and appropriated and used to establish and maintain the Required Reserve Amount, including by paying Reserve Fund Obligation Payments when due, and any reserve established for the benefit of any issue or series of Additional Parity Obligations and to cure any deficiency in such amounts as required by the terms of this Ordinance and any other ordinance pertaining to the issuance of Additional Parity Obligations. During such time as the Reserve Fund contains the Required Reserve Amount, the obligation to maintain the Required Reserve Amount has been suspended pursuant to subsection (d) below or any cash is replaced with a Reserve Fund Obligation pursuant to subsection (c) below, the City may, at its option, withdraw all surplus funds in the Reserve Fund and deposit such surplus in the Interest and Sinking Fund or otherwise use such amount in any manner permitted by law. (c) A Reserve Fund Obligation issued in an amount equal to all or part of the Required Reserve Amount for the Bonds and the Outstanding Parity Obligations may be used in lieu of depositing cash into the Reserve Fund. In addition, a Reserve Fund Obligation may be substituted for monies and investments in the Reserve Fund if the substitution of the Reserve Fund Obligation Page 309 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 12 will not, in and of itself, cause any ratings then assigned to the Bonds and the Outstanding Parity Obligations by any Rating Agency to be lowered and the ordinance authorizing the substitution of the Reserve Fund Obligation for all or part of the Required Reserve Amount contains a finding that such substitution is cost effective. (d) Notwithstanding anything to the contrary contained herein, the requirement set forth in subsection (a) above to maintain the Required Reserve Amount in the Reserve Fund shall be suspended for such time as the Net Revenues for each Fiscal Year are equal to at least 1.35 times the Average Annual Debt Service Requirements. In the event that the Net Revenues for any Fiscal Year are less than 1.35 times the Average Annual Debt Service Requirements, the City will be required to commence making Required Reserve Fund Deposits, as provided in subsection (b) above, and to continue such Required Reserve Fund Deposits until the earlier of (i) such time as the Reserve Fund contains the Required Reserve Amount or (ii) the Net Revenues in each of two consecutive years have been equal to not less than 1.35 times the Average Annual Debt Service Requirements. (e) A Reserve Fund Obligation permitted under (a) above, must be in the form of a surety bond or insurance policy meeting the requirements described below. (1) (i) A surety bond or insurance policy issued to the Paying Agent/Registrar, as agent of the Holders, by a company licensed to issue an insurance policy guaranteeing the timely payment of debt service on the Parity Obligations (a "municipal bond insurer") if the claims paying ability of the City thereof shall be rated "AAA" or "Aaa", respectively, by S&P and Moody's, or (ii) a surety bond or insurance policy issued to the Paying Agent/Registrar, as agent of the Holders, by an entity other than a municipal bond insurer, if the form and substance of such instrument and the City thereof shall be approved in writing by each Bond Insurer of record. (2) The obligation to reimburse the City of a Reserve Fund Obligation for any claims or draws upon such Reserve Fund Obligation in accordance with its terms, including expenses incurred in connection with such claims or draws, to the extent permitted by law, (a Reserve Fund Obligation Payment) shall be made from the deposits made to the Reserve Fund as provided in this Section. The Reserve Fund Obligation shall provide for a revolving feature under which the amount available thereunder will be reinstated to the extent of any reimbursement of draws or claims paid. If the revolving feature is suspended or terminated for any reason, the right of the City of the Reserve Fund Obligation to reimbursement will be subordinated to the cash replenishment of the Reserve Fund to an amount equal to the difference between the full original amount available under the Reserve Fund Obligation and the amount then available for further draws or claims. In the event (a) the City of a Reserve Fund Obligation becomes insolvent, or (b) the City of a Reserve Fund Obligation defaults in its payment obligations thereunder, or (c) the claims paying ability of the City of the insurance policy or surety bond falls below "AAA" or "Aaa", by S&P and Moody's, respectively, the obligation to reimburse the City of the Reserve Fund Obligation shall be subordinated to the cash replenishment of the Reserve Fund. Page 310 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 13 (3) In the event (a) the revolving reinstatement feature described in the preceding paragraph is suspended or terminated, or (b) the rating of the claims paying ability of the City of the surety bond or insurance policy falls below "AAA" or "Aaa", by S&P and Moody's, respectively, the City shall either (i) deposit into the Reserve Fund, in accordance with this Section, an amount sufficient to cause the cash or investments credited to the Reserve Fund to accumulate to the Required Reserve Amount, or (ii) replace such instrument with a surety bond or insurance policy meeting the requirements of 1 and 2 above, within six months of such occurrence. In the event (a) the rating of the claims- paying ability of the City of the surety bond or insurance policy falls below "A" by S&P and Moody's, or (b) the City of the Reserve Fund Obligation defaults in its payment obligations hereunder, or (c) the City of the Reserve Fund Obligation becomes insolvent, the City shall either (i) deposit into the Reserve Fund, in accordance with this Section, amounts sufficient to cause the cash or investments on deposit in the Reserve Fund to accumulate to the Required Reserve Amount, or (ii) replace such instrument with a surety bond or insurance policy meeting the requirements of 1 and 2 above within six months of such occurrence. (4) The Paying Agent/Registrar shall ascertain the necessity for a claim or draw upon any Reserve Fund Obligation and provide notice to the City of the Reserve Fund Obligation in accordance with its terms not later than three days (or such appropriate time period as will, when combined with the timing of required payment under the Reserve Fund Obligation, ensure payment under the Reserve Fund Obligation on or before the interest payment date) prior to each date upon which the principal of or interest on the Parity Obligations will be due. It is recognized that a Reserve Fund Obligation may be issued which is payable only with respect to a part of the Bonds and the Outstanding Parity Obligations with the remainder of the Required Reserve Amount being satisfied by monies and investments and in that case any draws upon the Reserve Fund will have to be made on a pro-rata basis to ensure that every Parity Obligation enjoys an equal amount of security. Therefore, (i) draws upon one or more such Reserve Fund Obligations shall be made on a pro-rata basis with cash and investments available in the Reserve Fund and (ii) deposits and credits to the Reserve Fund to restore it to the Required Reserve Amount shall be utilized on a pro-rata basis to pay Reserve Fund Obligation Payments to reimburse the City of the Reserve Fund Obligations, thus restoring that part of the Required Reserve Amount, and to restore with cash and investments the balance of the Required Reserve Amount. Section 13. EXCESS BOND PROCEEDS. Any proceeds of Parity Obligations not required to effectuate the purposes for which such Parity Obligations were issued, as provided in the respective ordinances authorizing the issuance of such Parity Obligations, or for the payment of the costs of issuance of such Parity Obligations shall be deposited and credited to the Interest and Sinking Fund and shall be taken into consideration and shall reduce the amount of semi-annual deposits and credits to the Interest and Sinking Fund from the Pledged Revenues or used to redeem or purchase Parity Obligations. Page 311 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 14 Section 14. DEFICIENCIES - EXCESS PLEDGED OR NET REVENUES. (a) If on any occasion there shall not be sufficient Pledged Revenues (after making all payments pertaining to all Parity Obligations) to make the required deposits and credits to the Interest and Sinking Fund and the Reserve Fund, then such deficiency shall be cured as soon as possible from the next available unallocated Pledged Revenues, or from any other sources available for such purpose, and such deposits and credits shall be in addition to the amounts otherwise required to be deposited and credited to these Funds. (b) Subject to making the deposits and credits required by this Ordinance, or any ordinances authorizing the issuance of Additional Parity Obligations, or the payments and credits required by the provisions of the ordinances authorizing the issuance of Subordinate Lien Obligations hereafter issued by the City, the excess Net Revenues may be used for any lawful purpose. Section 15. INVESTMENT OF FUNDS - VALUATION - TRANSFER OF INVESTMENT INCOME. (a) Money in the Revenue Fund, the Interest and Sinking Fund and the Reserve Fund may, at the option of the City, be invested in Permitted Investments; provided that all such deposits and investments shall be made in such manner that the money required to be expended from any fund will be available at the proper time or times. All such investments shall be valued in terms of current market value no less frequently than the last business day of the City's Fiscal Year, except that any direct obligations of the United States of America - State and Local Government Series shall be continuously valued at their par value or principal face amount. Any obligation in which money is so invested shall be kept and held at the Depository, except as otherwise permitted by the laws applicable to the City. For purposes of maximizing investment returns, money in such funds may be invested, together with money in other funds or with other money of the City, in common investments of the kind described above, or in a common pool of such investments held by the City or its designated agent, which shall not be deemed to be or constitute a commingling of such money or funds provided that safekeeping receipts or certificates of participation clearly evidencing the investment or investment pool in which such money is invested and the share thereof purchased with such money or owned by such fund are held by or on behalf of each such fund. If necessary, such investments shall be promptly sold to prevent any default. (b) All interest and income derived from such investments (other than interest and income derived from amounts credited to the Reserve Fund if the Reserve Fund does not contain the Required Reserve Amount) shall be credited to the Revenue Fund semi-annually and shall constitute Gross Revenues. Section 16. PAYMENT OF PARITY OBLIGATIONS. While any of the Parity Obligations are outstanding, the City shall transfer to the respective paying agent/registrar therefor, from funds on deposit in and credited to the Interest and Sinking Fund, and, if necessary, in the Reserve Fund, amounts sufficient to fully pay and discharge promptly the interest on and principal of the Parity Obligations as shall become due on each interest or principal payment date, or date of redemption of the Parity Obligations; such transfer of funds must be made in such manner as will cause immediately available funds to be deposited with each respective paying agent/registrar for the Parity Obligations not later than the business day next preceding the date such payment is Page 312 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 15 due on the Parity Obligations. The Paying Agent/Registrar shall destroy all paid Parity Obligations and furnish the City with an appropriate certificate of cancellation or destruction. Section 17. RATES AND CHARGES. For the benefit of the Holders of the Parity Obligations and in addition to all provisions and covenants in the laws of the State of Texas and in this Ordinance, the City hereby expressly stipulates and agrees, while any of the Parity Obligations are outstanding, to establish and maintain rates and charges for facilities and services afforded by the System that are reasonably expected, on the basis of available information and experience and with due allowance for contingencies, to produce Gross Revenues in each Fiscal Year reasonably anticipated to be sufficient: A. to pay Maintenance and Operating Expenses; B. to produce Pledged Revenues at least equal to the greater of 1.25 times the Average Annual Debt Service Requirements or 1.10 times the Maximum Annual Debt Service Requirements; C. to produce Pledged Revenues in amounts sufficient to enable the City to make the deposits and credits, if any, from Pledged Revenues (i) to the Reserve Fund to restore the Required Reserve Amount in accordance with Section 12 of this Ordinance, including the payment of any Reserve Fund Obligation Payment then due, and (ii) to other reserve funds to establish or restore the reserve securing any issue or series of Additional Parity Obligations; D. to produce Pledged Revenues, together with any other lawfully available funds (including the proceeds of Debt which the City expects will be utilized to pay all or part of the principal of and/or interest on any obligations described in this subsection D), sufficient to pay the principal of and interest on any Subordinate Lien Obligations issued by the City and the amounts required to be deposited in any reserve or contingency fund created for the payment and security of the Subordinate Lien Obligations and any other obligations or evidences of indebtedness issued or incurred that are payable from, in whole or in part, a subordinate lien on and pledge of the Pledged Revenues; and E. to pay any other Debt payable from the Pledged Revenues and/or secured by a lien on the Pledged Revenues. Should the annual audit report required by Section 19 hereof reflect that the Pledged Revenues for the Fiscal Year covered thereby were less than necessary to meet the requirements of this Section, the City Council will review the operations of the System and the rates and charges for services provided, and the City Council will make the necessary adjustments or revisions, if any, in order that the Pledged Revenues for the succeeding year will be sufficient to satisfy the foregoing coverage requirements. Section 18. GENERAL COVENANTS. The City further covenants and agrees that in accordance with and to the extent required or permitted by law: Page 313 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 16 (a) Performance. It will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in any ordinance authorizing the issuance of Parity Obligations, including this Ordinance, and in each and every Parity Obligation; it will promptly pay or cause to be paid the principal of and interest on every Parity Obligation on the dates and in the places and manner prescribed in such ordinances and obligations; and it will, at the times and in the manner prescribed, deposit and credit or cause to be deposited and credited the amounts required to be deposited and credited to the Interest and Sinking Fund and the Reserve Fund. (b) City's Legal Authority. It is a duly created and existing home rule city of the State of Texas, and is duly authorized under the laws of the State of Texas to create and issue the Bonds; that all action on its part for the creation and issuance of the Bonds has been duly and effectively taken, and that the Bonds in the hands of the Holders thereof are and will be valid and enforceable special obligations of the City in accordance with their terms. (c) Title. It has or will obtain lawful title to the lands, buildings, structures and facilities constituting the System, that it warrants that it will defend the title to all the aforesaid lands, buildings, structures and facilities, and every part thereof, for the benefit of the Holders of the Bonds, the Previously Issued Parity Obligations and Additional Parity Obligations, against the claims and demands of all persons whomsoever, that it is lawfully qualified to pledge the Pledged Revenues to the payment of the Bonds, the Previously Issued Parity Obligations and Additional Parity Obligations in the manner prescribed herein, and has lawfully exercised such rights. (d) Liens. It will from time to time and before the same become delinquent pay and discharge all taxes, assessments and governmental charges, if any, which shall be lawfully imposed upon it, or the System; it will pay all lawful claims for rents, royalties, labor, materials and supplies which if unpaid might by law become a lien or charge thereon, the lien of which would be prior to or interfere with the liens hereof, so that the priority of the liens granted hereunder shall be fully preserved in the manner provided herein, and it will not create or suffer to be created any mechanic's, laborer's, materialman's or other lien or charge which might or could be prior to the liens hereof, or do or suffer any matter or thing whereby the liens hereof might or could be impaired; provided, however, that no such tax, assessment or charge, and that no such claims which might be used as the basis of a mechanic's, laborer's, materialman's or other lien or charge, shall be required to be paid so long as the validity of the same shall be contested in good faith by the City. (e) Operation of System; No Free Service. It will, while the Parity Obligations are outstanding and unpaid, continuously and efficiently operate the System, and shall maintain the System in good condition, repair and working order, all at reasonable cost. No free service of the System shall be allowed, and should the City or any of its agencies or instrumentalities make use of the services and facilities of the System, payment of the reasonable value shall be made by the City out of funds from sources other than the Gross Revenues of the System, unless made from surplus or excess Pledged Revenues as permitted in Section 14. (f) Further Encumbrance. While the Parity Obligations are outstanding and unpaid, it will not additionally encumber the Pledged Revenues in any manner, except as permitted in this Page 314 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 17 Ordinance in connection with Additional Parity Obligations, unless said encumbrance is made junior and subordinate in all respects to the liens, pledges, covenants and agreements of this Ordinance; but the right of the City to issue or incur obligations payable from a subordinate lien on the Pledged Revenues is specifically recognized and retained. (g) Sale or Disposal of Property. While the Parity Obligations are outstanding and unpaid, it will not sell, convey, mortgage, encumber, lease or in any manner transfer title to, or otherwise dispose of the System, or any significant or substantial part thereof; provided that whenever the City deems it necessary to dispose of any other property, machinery, fixtures or equipment, it may sell or otherwise dispose of such property, machinery, fixtures or equipment when it has made arrangements to replace the same or provide substitutes therefor, unless it is determined that no such replacement or substitute is necessary; and, provided further, that the City retains the right to sell, convey, mortgage, encumber, lease or otherwise dispose of any significant or substantial part of the System if (i) the City Manager delivers a certificate to the City Council to the effect that, following such action by the City, the System is expected to produce Gross Revenues in amounts sufficient in each Fiscal Year while any of the Parity Obligations are to be outstanding to comply with the obligations of the City contained in this Ordinance and in the ordinances authorizing the issuance of Additional Parity Obligations; (ii) the City Council makes a finding and determination to the same effect as the certificate of the City Manager set forth in (i) above and (iii) each Rating Agency then maintaining a rating on any Parity Obligation delivers a letter to the City to the effect that such sale, conveyance, mortgage, encumbrance, lease or other disposition will not cause the Rating Agency to withdraw or lower the rating then in effect. Proceeds from any sale hereunder not used to replace or provide for substitution of such property sold, shall be used for improvements to the System or to purchase or redeem Parity Obligations. (h) Insurance. (1) It shall cause to be insured such parts of the System as would usually be insured by municipal corporations operating like properties, with a responsible insurance company or companies, against risks, accidents or casualties against which and to the extent insurance is usually carried by municipal corporations operating like properties, including, to the extent reasonably obtainable, fire and extended coverage insurance, insurance against damage by floods, and use and occupancy insurance. Public liability and property damage insurance shall also be carried unless the City Attorney of the City gives a written opinion to the effect that the City is not liable for claims which would be protected by such insurance. At any time while any contractor engaged in construction work shall be fully responsible therefor, the City shall not be required to carry insurance on the work being constructed if the contractor is required to carry appropriate insurance. All such policies shall be open to the inspection of the Holders and their representatives at all reasonable times. Upon the happening of any loss or damage covered by insurance from one or more of said causes, the City shall make due proof of loss and shall do all things necessary or desirable to cause the insuring companies to make payment in full directly to the City. The proceeds of insurance covering such property are hereby pledged as security for the Parity Obligations and, together with any other funds necessary and available for such purpose, shall be used forthwith by the City for repairing the property damaged or replacing the property destroyed; provided, however, that if said insurance proceeds and other funds are insufficient for such purpose, then said insurance proceeds pertaining to the System shall be used promptly as follows: Page 315 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 18 (i) for the redemption prior to maturity of the Parity Obligations, ratably in the proportion that the Outstanding principal of each series of Parity Obligations bears to the total Outstanding principal of all Parity Obligations, provided that if on any such occasion the principal of any such series is not subject to redemption, it shall not be regarded as Outstanding in making the foregoing computation; or (ii) if none of the Outstanding Parity Obligations is subject to redemption, then for the purchase on the open market and retirement of said Parity Obligations in the same proportion as prescribed in the foregoing clause (i), to the extent practicable; provided that the purchase price for any Parity Obligation shall not exceed the redemption price of such Parity Obligation on the first date upon which it becomes subject to redemption; or (iii) to the extent that the foregoing clauses (i) and (ii) cannot be complied with at the time, the insurance proceeds, or the remainder thereof, shall be deposited in a special and separate trust fund, at an official depository of the City, to be designated the Insurance Account. The Insurance Account shall be held until such time as the foregoing clauses (i) and/or (ii) can be complied with, or until other funds become available which, together with the Insurance Account, will be sufficient to make the repairs or replacements originally required, whichever of said events occurs first. (2) The foregoing provisions of (1) above notwithstanding, the City shall have authority to enter into coinsurance or similar plans where risk of loss is shared in whole or in part by the City. (3) The annual audit hereinafter required shall contain a section commenting on whether or not the City has complied with the requirements of this Section with respect to the maintenance of insurance, and listing all policies carried, and whether or not all insurance premiums upon the insurance policies to which reference is hereinbefore made have been paid. (4) The payment of premiums for all insurance policies required under the provisions hereof and the costs associated with the maintenance of any self-insurance program shall be considered Maintenance and Operating Expenses. Nothing in this Ordinance shall be construed as requiring the City to expend any funds which are derived from sources other than the operation of the System, but nothing herein shall be construed as preventing the City from doing so. (i) Governmental Agencies. It will comply with all of the terms and conditions of any and all franchises, permits and authorizations applicable to or necessary with respect to the System, and which have been obtained from any governmental agency; and the City has or will obtain and keep in full force and effect all franchises, permits, authorization and other requirements applicable to or necessary with respect to the acquisition, construction, equipment, operation and maintenance of the System. (j) No Competition. It will not grant any franchise or permit for the acquisition, construction or operation of any competing facilities which might be used as a substitute for the Page 316 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 19 System's facilities and, to the extent that it legally may, the City will prohibit any such competing facilities. Notwithstanding the foregoing, the City retains the right, however, to "opt in" to electric competition in accordance with State law if "opting in" will not materially adversely impact the Net Revenues of the System as evidenced by a certification of the City Manager. (k) Disaggregation of System. The City retains the right to disaggregate the System into one or more independent resulting systems if (i) the City Manager delivers a certificate to the City Council to the effect that, following such action by the City, the remaining System is expected to produce Gross Revenues in amounts sufficient in each Fiscal Year while any of the Parity Obligations are to be outstanding to comply with the obligations of the City contained in this Ordinance and in the ordinances authorizing the Previously Issued Parity Obligations and the issuance of Additional Parity Obligations; (ii) the City Council makes a finding and determination to the same effect as the certificate of the City Manager set forth in (i) above and (iii) each Rating Agency then maintaining a rating on any Parity Obligation delivers a letter to the City to the effect that such disaggregation will not cause the Rating Agency to withdraw or lower the rating then in effect on the Outstanding Parity Obligations. Section 19. RECORDS AND ACCOUNTS - ANNUAL AUDIT. The City covenants and agrees that so long as any of the Parity Obligations remain Outstanding, the City will keep and maintain a separate and complete system of records and accounts pertaining to the operations of the System in which full, complete, true, proper, and correct entries shall be made of all dealings, transactions, business and affairs relating thereto, or which in any way affect or pertain to the System or the Gross Revenues or the Net Revenues thereof, as provided by generally accepted accounting principles, consistently applied, and by Sections 1502.067 and 1502.068, Texas Government Code, as amended, or other applicable law. The Holders of the Parity Obligations or any duly authorized agent or agents of such Holders shall have the right to inspect the System and all properties comprising the same. The City further agrees that, following the close of each Fiscal Year, the City will cause an audit report of such records and accounts to be made by an Accountant. Copies of each annual audit shall be made available for public inspection during normal business hours at the City's principal office and the City Secretary's office and may be furnished to, upon written request, any Holder upon payment of the reasonable copying and mailing charges. Expenses incurred in making the annual audit of the operations of the System shall be considered as Maintenance and Operating Expenses. Section 20. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE TAX-EXEMPT BONDS. (a) Covenants. The City covenants to take any action necessary to assure, or refrain from any action which would adversely affect, the treatment of the tax-exempt Bonds as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the City covenants as follows: (1) to use all proceeds of the tax-exempt Bonds for the payment of principal, interest and redemption premium, if any, on the Refunded Obligations; (2) to take any action to assure that no more than 10 percent of the proceeds of the Bonds or the Refunded Obligations or the projects financed or refinanced therewith (less Page 317 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 20 amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds of the Bonds or the Refunded Obligations or the projects financed or refinanced 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; (3) to take any action to assure that in the event that the "private business use" described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the Refunded Obligations or the projects financed or refinanced 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; (4) 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; (5) 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; (6) 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; (7) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Bonds, other than investment property acquired with -- (A) proceeds of the Bonds invested for a reasonable temporary period of 3 years or less or, in the case of a refunding bond, for a period of 90 days or less for current refundings and 30 days or less for advance refundings until such proceeds are needed for the purpose for which the Bonds are issued, (B) amounts invested in a bona fide debt service fund, within the meaning of section 1.148-1 (b) of the Treasury Regulations, and (C) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds; (8) 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 Page 318 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 21 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 (9) to pay to the United States of America at least once during each five-year period(beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. (b) Rebate Fund. In order to facilitate compliance with the above covenant (9), a "Rebate Fund" is hereby established by the City for the sole benefit of the United States of America, and such fund shall not be subject to the claim of any other person, including without limitation the bondholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. (c) Proceeds. The City understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds not expended prior to the date of issuance of the Bonds. It is the understanding of the City that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the City will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the City agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance of such intention, the City hereby authorizes and directs the City Manager or Chief Financial Officer of the City to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the City, which may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds. This Ordinance is intended to satisfy the official intent requirements set forth in Section 1.150-2 of the Treasury Regulations. (e) Disposition of Project. The City covenants that the property constituting the project financed by the Refunded Obligations will not be sold or otherwise disposed in a transaction resulting in the receipt by the City of cash or other compensation, unless the City obtains an opinion of nationally-recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of the Bonds. For purposes of this subsection, the portion of the property comprising personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes of this subsection, the City shall not be obligated to comply with this covenant if it obtains an opinion that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross Page 319 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 22 income of the interest. Section 21. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports. The City shall provide annually to the MSRB, in an electronic format as prescribed by the MSRB, within six months after the end of any fiscal year, financial information and operating data with respect to the City as determined by the Pricing Officer at the time the Bonds are sold. The Pricing Certificate shall specify such financial and operating data of the general type included in the final Official Statement authorized by Section 33 of this Ordinance. Any financial statements to be so 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 during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall provide unaudited financial statements within such period, and audited financial statements for the applicable fiscal year to the MSRB, when and if the audit report on such statements become available. If the City changes its fiscal year, it will notify the MSRB 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 that is available to the public on the MSRB's internet web site or filed with the SEC. All documents provided to the MSRB pursuant to this Section shall be accompanied by identifying information as prescribed by the MSRB. (b) Certain Event Notices. The City shall notify the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of ten business days after the occurrence of the event, of any of the following events with respect to the Bonds: A. Principal and interest payment delinquencies; B. Non-payment related defaults, if material within the meaning of the federal securities laws; C. Unscheduled draws on debt service reserves reflecting financial difficulties; D. Unscheduled draws on credit enhancements reflecting financial difficulties; E. Substitution of credit or liquidity providers, or their failure to perform; F. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701–TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other events affecting the tax status of the Bonds. Page 320 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 23 G. Modifications to rights of holders of the Bonds, if material within the meaning of the federal securities laws; H. Bond calls, if material within the meaning of the federal securities laws and tender offers; I. Defeasances; J. Release, substitution, or sale of property securing repayment of the Bonds, if material within the meaning of the federal securities laws; K. Rating changes; L. Bankruptcy, insolvency, receivership or similar event of the City; M. The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material within the meaning of the federal securities laws; and N. Appointment of a successor or additional trustee or the change of name of a trustee, if material within the meaning of the federal securities laws. The City shall notify the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with subsection (a) of this Section by the time required by such subsection. All documents provided to the MSRB pursuant to this Section shall be accompanied by identifying information as prescribed by the MSRB. (c) Limitations, Disclaimers, and Amendments. The 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 9 of this Ordinance 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 Page 321 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 24 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 this Ordinance for purposes of any other provision of this Ordinance. Should the Rule be amended to obligate the City to make filings with or provide notices to entities other than the MSRB, the City hereby agrees to undertake such obligation with respect to the Bonds in accordance with the Rule as amended. 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 paragraph (a) of this Section 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 offering of the Bonds. Section 22. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. (a) The City shall have the right and power at any time and from time to time and in one or more series or issues, to authorize, issue and deliver additional parity revenue bonds or other obligations (herein Page 322 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 25 called "Additional Parity Obligations"), in accordance with law, in any amounts, for purposes of extending, improving or repairing the System or for the purpose of refunding of any Parity Obligations, Subordinate Lien Obligations or other obligations of the City incurred in connection with the ownership or operation of the System. Such Additional Parity Obligations, if and when authorized, issued and delivered in accordance with this Ordinance, shall be secured by and made payable equally and ratably on a parity with all other Outstanding Parity Obligations, from the lien on and pledge of the Pledged Revenues herein granted. (b) The Interest and Sinking Fund shall secure and be used to pay all Parity Obligations. Each ordinance under which Additional Parity Obligations are issued shall provide and require that, in addition to the amounts required by the provisions of this Ordinance and the provisions of any other ordinance or ordinances authorizing the Previously Issued Parity Obligations and Additional Parity Obligations to be deposited to the credit of the Interest and Sinking Fund, the City shall deposit to the credit of the Interest and Sinking Fund at least such amounts as are required for the payment of all principal of and interest on said Additional Parity Obligations then being issued, as the same come due. (c) The City may create and establish a reserve fund pursuant to the provisions of any ordinance authorizing the issuance of Additional Parity Obligations for the purpose of securing that particular issue or series of Parity Obligations or any specific group of issues or series of Parity Obligations and the amounts once deposited or credited to said reserve funds shall no longer constitute Net Revenues and shall be held solely for the benefit of the Holders of the particular Parity Obligations for which such reserve fund was established. Each such reserve fund shall be designated in such manner as is necessary to identify the Parity Obligations it secures and to distinguish such reserve fund from the Reserve Fund and the reserve funds created for the benefit of other Parity Obligations. Section 23. FURTHER REQUIREMENTS FOR ADDITIONAL PARITY OBLIGATIONS. That Additional Parity Obligations shall be issued only in accordance with this Ordinance, but notwithstanding any provisions of this Ordinance to the contrary, no installment, Series or issue of Additional Parity Obligations shall be issued or delivered unless: (a) The City Manager and the City Secretary of the City sign a written certificate to the effect that the City is not in default as to any covenant, condition or obligation in connection with all Outstanding Parity Obligations, and the ordinances authorizing same, and that the Interest and Sinking Fund, the Reserve Fund and any reserve fund securing any other series or issue of Parity Obligations each contains the amount then required to be therein. (b) An Accountant signs and delivers to the City a written certificate to the effect that, during either the next preceding Fiscal Year, or any twelve consecutive calendar month period ending not more than ninety days prior to the date of the then proposed Additional Parity Obligations, the Net Earnings were, in the opinion thereof, at least equal to the sum of 1.25 times the Average Annual Debt Service Requirements (computed on a Fiscal Year basis), including Amortization Installments, of the Parity Obligations and the Additional Parity Obligations to be outstanding after the issuance of the then proposed Additional Parity Obligations and 1.10 times the average annual debt service requirement (computed in the same manner as for Parity Page 323 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 26 Obligations) of the Subordinate Lien Obligations to be outstanding after the issuance of the then proposed Additional Parity Obligations. (c) In making a determination of Net Earnings for any of the purposes described in this Section, the Accountant may take into consideration a change in the rates and charges for services and facilities afforded by the System that became effective at least 60 days prior to the last day of the period for which Net Earnings are determined and, for purposes of satisfying the Net Earnings tests described above, make a pro forma determination of the Net Earnings of the System for the period of time covered by said Accountant's certification or opinion based on such change in rates and charges being in effect for the entire period covered by said Accountant's certificate or opinion. As used in this Section, the term "Net Earnings" shall mean the Gross Revenues of the System after deducting the Maintenance and Operating Expenses of the System but not expenditures which, under standard accounting practice, should be charged to capital expenditures. Section 24. ISSUANCE OF SUBORDINATE LIEN OBLIGATIONS. The City hereby reserves the right to issue, at any time, obligations including, but not limited to, Subordinate Lien Obligations, payable from and equally and ratably secured, in whole or in part, by a lien on and pledge of the Net Revenues, subordinate and inferior in rank and dignity to the lien on and pledge of such Net Revenues securing the payment of the Parity Obligations, as may be authorized by the laws of the State of Texas. Section 25. ISSUANCE OF SPECIAL PROJECT OBLIGATIONS. Nothing in this Ordinance shall be construed to deny the City the right and it shall retain, and hereby reserves unto itself, the right to issue Special Project obligations secured by liens on and pledges of revenues and proceeds derived from Special Projects. Section 26. LIMITED OBLIGATIONS OF THE CITY. The Parity Obligations are limited, special obligations of the City payable from and equally and ratably secured solely by a first lien on and pledge of the Pledged Revenues, and the Holders thereof shall never have the right to demand payment of the principal or interest on the Parity Obligations from any funds raised or to be raised through taxation by the City. Section 27. SECURITY FOR FUNDS. All money on deposit in the Funds for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and money on deposit in such Funds shall be used only for the purposes permitted by this Ordinance. Section 28. DEFAULT AND REMEDIES. (a) Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default: (i) the failure to make payment of the principal of or interest on any of the Bonds when the same becomes due and payable; or Page 324 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 27 (ii) default in the performance or observance of any other covenant, agreement or obligation of the City, the failure to perform which materially, adversely affects the rights of the Registered Owners of the Bonds, including, but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any Registered Owner to the City. (b) Remedies for Default. (i) Upon the happening of any Event of Default, then and in every case, any Registered Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees therefor, may proceed against the City, or any official, officer or employee of the City in their official capacity, for the purpose of protecting and enforcing the rights of the Registered Owners under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Registered Owners hereunder or any combination of such remedies. (ii) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Registered Owners of Bonds then outstanding. (c) Remedies Not Exclusive. (i) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Ordinance. (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. (iii) By accepting the delivery of a Bond authorized under this Ordinance, such Registered Owner agrees that the certifications required to effectuate any covenants or representations contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or trustees of the City or the City Council. (iv) None of the members of the City Council, nor any other official or officer, agent, or employee of the City, shall be charged personally by the Registered Owners with any liability, or be held personally liable to the Registered Owners under any term or provision of this Ordinance, or because of any Event of Default or alleged Event of Default under this Ordinance. Page 325 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 28 Section 29. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent provided in subsections (c) and (e) of this Section, when payment of the principal of such Bond, plus interest thereon to the due date or dates (whether such due date or dates be by reason of maturity, upon redemption, or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof (including the giving of any required notice of redemption or the establishment of irrevocable provisions for the giving of such notice) or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar or an eligible trust company or commercial bank for such payment (1) lawful money of the United States of America sufficient to make such payment, (2) Defeasance Securities, certified by an independent public accounting firm of national reputation to mature as to principal and interest in such amounts and at such times as will ensure the availability, without reinvestment, of sufficient money to provide for such payment and when proper arrangements have been made by the City with the Paying Agent/Registrar or an eligible trust company or commercial bank for the payment of its services until all Defeased Bonds shall have become due and payable or (3) any combination of (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 revenues herein pledged as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Defeasance Securities and thereafter the City will have no further responsibility with respect to amounts available to such Paying Agent/Registrar (or other financial institution permitted by applicable law) for the payment of such Defeased Bond, including any insufficiency therein caused by the failure of the Paying Agent/Registrar (or other financial institution permitted by law) to receive payment when due on the Defeasance Securities. (b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of a Bond as aforesaid when proper notice of redemption of such Bonds shall have been given or upon the establishment of irrevocable provisions for the giving of such notice, in accordance with this Ordinance. Any money so deposited with the Paying Agent/Registrar or an eligible trust company or commercial bank as provided in this Section may at the discretion of the City also be invested in Defeasance Securities, maturing in the amounts and at the times as hereinbefore set forth, and all income from all Defeasance Securities in possession of the Paying Agent/Registrar or an eligible trust company or commercial bank pursuant to this Section which is not required for the payment of such Bond and premium, if any, and interest thereon with respect to which such money has been so deposited, shall be remitted to the City. (c) Notwithstanding any provision of any other Section of this Ordinance which may be contrary to the provisions of this Section, all money or Defeasance Securities set aside and held in trust pursuant to the provisions of this Section for the payment of principal of the Bonds and premium, if any, and interest thereon, shall be applied to and used solely for the payment of the particular Bonds and premium, if any, and interest thereon, with respect to which such money or Defeasance Securities have been so set aside in trust. Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the City shall make proper arrangements to provide and pay for such services as required by this Ordinance. Page 326 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 29 (d) Notwithstanding anything elsewhere in this Ordinance, if money or Defeasance Securities have been deposited or set aside with the Paying Agent/Registrar or an eligible trust company or commercial bank pursuant to this Section for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment of the provisions of this Section shall be made without the consent of the registered owner of each Bond affected thereby. (e) Notwithstanding the provisions of subsection (a) immediately above, to the extent that, upon the defeasance of any Defeased Bond to be paid at its maturity, the City retains the right under Texas law to later call that Defeased Bond for redemption in accordance with the provisions of this Ordinance, the City may call such Defeased Bond for redemption upon complying with the provisions of Texas law and upon the satisfaction of the provisions of subsection (a) immediately above with respect to such Defeased Bond as though it was being defeased at the time of the exercise of the option to redeem the Defeased Bond and the effect of the redemption is taken into account in determining the sufficiency of the provisions made for the payment of the Defeased Bond. Section 30. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new bond of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed Bond, in replacement for such Bond in the manner hereinafter provided. (b) Application for Replacement Bonds. Application for replacement of damaged, mutilated, lost, stolen or destroyed Bonds shall be made by the registered owner thereof to the Paying Agent/Registrar. In every case of loss, theft or destruction of a Bond, the registered owner applying for a replacement bond shall furnish to the City and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft or destruction of a Bond, the registered owner shall furnish to the City and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft or destruction of such Bond, as the case may be. In every case of damage or mutilation of a Bond, the registered owner shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any such Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Bond, the City may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge the registered owner of such Bond with all legal, printing and other expenses in connection therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen or destroyed Bond Page 327 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 30 shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under this Ordinance. (e) Authority for Issuing Replacement Bonds. In accordance with Subchapter D of Chapter 1201, Texas Government Code, this Section of this Ordinance shall constitute authority for the issuance of any such replacement bond without necessity of further action by the governing body of the City or any other body or person, and the duty of the replacement of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with the effect, as provided in Section 5(a) of this Ordinance for Bonds issued in exchange for other Bonds. Section 31. AMENDMENT OF ORDINANCE. (a) The Bond Insurer and the holders of the Parity Obligations aggregating a majority in principal amount of the aggregate principal amount of then Outstanding Parity Obligations shall have the right from time to time to approve any amendment to this Ordinance which may be deemed necessary or desirable by the City, provided, however, that without the consent of the Bond Insurer and the holders of all of the effected Parity Obligations at the time outstanding, nothing herein contained shall permit or be construed to permit the amendment of the terms and conditions in this Ordinance or in the Parity Obligations so as to: (1) Make any change in the maturity of the Outstanding Parity Obligations; (2) Reduce the rate of interest borne by any of the outstanding Parity Obligations; (3) Reduce the amount of the principal payable on the outstanding Parity Obligations; (4) Modify the terms of payment of principal of or interest on the outstanding Parity Obligations or impose any conditions with respect to such payment; (5) Affect the rights of the holders of less than all of the Parity Obligations then outstanding; (6) Change the minimum percentage of the principal amount of Parity Obligations necessary for consent to such amendment. (b) If at any time the City shall desire to amend this Ordinance under this Section, the City shall cause notice of the proposed amendment to be delivered to the Bond Insurer and published in a financial newspaper or journal of general circulation in The City of New York, New York, once during each calendar week for at least two successive calendar weeks. Such notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file for inspection by all registered owners of Parity Obligations at the designated trust office of the registrar for the Parity Obligations. Such publication is not required, however, if notice in writing is given to each registered owner of the Parity Obligations. Page 328 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 31 (c) Whenever at any time not less than thirty days, and within one year, from the date of the first publication of said notice or other service of written notice the City shall receive an instrument or instruments executed by the holders of at least a majority in aggregate principal amount of all Parity Obligations then outstanding, which instrument or instruments shall refer to the proposed amendment described in said notice and which specifically consent to and approve such amendment in substantially the form of the copy thereof on file with the Paying Agent/Registrar, the City Council may pass the amendatory ordinance in substantially the same form. (d) Upon the passage of any amendatory ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be amended in accordance with such amendatory ordinance, and the respective rights, duties and obligations under this Ordinance of the City and all the holders of then outstanding Parity Obligations shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such amendments. (e) Any consent given by the registered owner of a Parity Obligation pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the first publication of the notice provided for in this Section, and shall be conclusive and binding upon all future holders of the same Parity Obligation during such period. Such consent may be revoked at any time after six months from the date of the first publication of such notice by the holder who gave such consent, or by a successor in title, by filing notice thereof with the Paying Agent and the City, but such revocation shall not be effective if the registered owners of at least a majority in aggregate principal amount of the then outstanding Parity Obligations as in this Section defined have, prior to the attempted revocation, consented to and approve the amendment. (f) For the purpose of this Section, the fact of the holding of Parity Obligations issued in registered form without coupons and the amounts and numbers of such Parity Obligations and the date of their holding same shall be proved by the Registration Books of the Paying Agent/Registrar. For purposes of this Section, the holder of a Parity Obligation in such registered form shall be the owner thereof as shown on such Registration Books. The City may conclusively assume that such ownership continues until written notice to the contrary is served upon the City. (g) The foregoing provisions of this Section notwithstanding, the City by action of the City Council may amend this Ordinance for any one or more of the following purposes: (1) To add to the covenants and agreements of the City in this Ordinance contained, other covenants and agreements thereafter to be observed, grant additional rights or remedies to bondholders or to surrender, restrict or limit any right or power herein reserved to or conferred upon the City; (2) To make such provisions for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained in this Ordinance, or in regard to clarifying matters or questions arising under this Ordinance, as are necessary or desirable and not contrary to or inconsistent with this Ordinance and which shall not adversely affect the interests of the holders of the Parity Obligations; Page 329 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 32 (3) To make any changes or amendments requested by any Rating Agency, as a condition to the issuance or maintenance of a rating, which changes or amendments do not, in the judgment of the City, materially adversely affect the interests of the owners of the outstanding Parity Obligations; (4) To make such changes, modifications or amendments as may be necessary or desirable, which shall not adversely affect the interests of the owners of the outstanding Parity Obligations, in order, to the extent permitted by law, to facilitate the economic and practical utilization of credit agreements with respect to the Parity Obligations including, without limitation, supplementing the definition of "Annual Debt Service Requirements" to address the amortization of payments due and owing under a credit agreement; (5) To modify any of the provisions of this Ordinance in any other respect whatever, provided that (i) such modification shall be, and be expressed to be, effective only after all Parity Obligations outstanding at the date of the adoption of such modification shall cease to be outstanding, and (ii) such modification shall be specifically referred to in the text of all Additional Parity Obligations issued after the date of the adoption of such modification. Notice of any such amendment may be published or given by the City in the manner described in subsection (b) of this Section; provided, however, that the publication of such notice shall not constitute a condition precedent to the adoption of such amendatory ordinance and the failure to publish such notice shall not adversely affect the implementation of such amendment as adopted pursuant to such amendatory ordinance. Section 32. CUSTODY, APPROVAL AND REGISTRATION OF BONDS; BOND COUNSEL'S OPINION, BOND INSURANCE AND CUSIP NUMBERS. The Mayor of the City is hereby authorized to have control of the Bonds initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Bonds pending their delivery and their investigation, examination and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Bonds 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 Bonds, 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 (with an appropriate certificate pertaining thereto executed by facsimile signature of the City Secretary or the Deputy City Secretary of the City), a statement regarding any insurance policy and the assigned CUSIP numbers may, at the option of the City, be printed on or attached to the Bonds issued and delivered under this Ordinance, but such additions or attachments shall not have any legal effect, and shall be solely for the convenience and information of the registered owners of the Bonds. Section 33. APPROVAL OF OFFERING DOCUMENTS, PAYING AGENT/REGISTRAR AGREEMENT AND ESCROW AGREEMENT. The Pricing Officer is hereby authorized to approve the Preliminary Official Statement, the Official Statement relating to the Bonds and any addenda, supplement or amendment thereto and to deem such documents final in accordance with Rule 15c2-12. The City further approves the distribution of such Official Statement in the reoffering of the Bonds by the underwriters or initial purchasers in final form, Page 330 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 33 with such changes therein or additions thereto as the Pricing Officer executing the same may deem advisable, such determination to be conclusively evidenced by his execution thereof. The Paying Agent/Registrar Agreement by and between the City and the Paying Agent/Registrar ("Paying Agent Agreement") in substantially the form and substance previously approved by the City Council in connection with previous transactions is hereby approved and the Pricing Officer is hereby authorized and directed to complete, amend, modify and execute the Paying Agent Agreement as necessary. The discharge and defeasance of Refunded Obligations shall be effectuated pursuant to the terms and provisions of an Escrow Agreement, in the form and containing the terms and provisions as shall be approved by a Pricing Officer, including any insertions, additions, deletions, and modifications as may be necessary (a) to carry out the program designed for the City by the underwriters or purchaser, (b) to maximize the City's present value savings and/or to minimize the City's costs of refunding, (c) to comply with all applicable laws and regulations relating to the refunding of the Refunded Obligations and (d) to carry out the other intents and purposes of this Ordinance; and, the Pricing Officer is hereby authorized to select the Escrow Agent and to execute and deliver such Escrow Agreement, on behalf of the City, in multiple counterparts. To maximize the City's present value savings and to minimize the City's costs of refunding, the City hereby authorizes and directs that certain of the Refunded Obligations shall be called for redemption prior to maturity in the amounts, at the dates and at the redemption prices set forth in the Pricing Certificate, and the Pricing Officer is hereby authorized and directed to take all necessary and appropriate action to give or cause to be given a notice of redemption to the holders or paying agent/registrars, as appropriate, of such Refunded Obligations, in the manner required by the documents authorizing the issuance of such Refunded Obligations. The Pricing Officer and the Escrow Agent are each hereby authorized (a) to subscribe for, agree to purchase, and purchase Defeasance Securities that are permitted investments for a defeasance escrow established to defease Refunded Obligations, and to execute any and all subscriptions, purchase agreements, commitments, letters of authorization and other documents necessary to effectuate the foregoing, and any actions heretofore taken for such purpose are hereby ratified and approved, and (b) to authorize such contributions to the escrow fund as are provided in the Escrow Agreement. Section 34. INSURANCE PROVISIONS. In connection with the sale of the Bonds, the City may obtain municipal bond insurance policies from one or more recognized municipal bond insurance organizations (the "Bond Insurer" or "Bond Insurers") to guarantee the full and complete payment required to be made by or on behalf of the City on the Bonds. The Pricing Officer is hereby authorized to sign a commitment letter or insurance agreement with the Bond Insurer or Bond Insurers and to pay the premium for the bond insurance policies at the time of the delivery of the Bonds to the underwriter out of the proceeds of sale of the Bonds or from other available funds and to execute such other documents and certificates as necessary in connection with the bond insurance policies as the Pricing Officer may deem appropriate. Printing on the Bonds covered by the bond insurance policies a statement describing such insurance, in form and substance satisfactory to the Bond Insurer and the Pricing Officer, is hereby approved and Page 331 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 34 authorized. The Pricing Certificate may contain provisions related to the bond insurance policies, including payment provisions thereunder, and the rights of the Bond Insurer or Insurers, and any such provisions shall be read and interpreted as an integral part of this Ordinance. Section 35. NO RECOURSE AGAINST CITY OFFICIALS. No recourse shall be had for the payment of principal of or interest on any Parity Bonds or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Parity Bonds. Section 36. FURTHER ACTIONS. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Bonds, the initial sale and delivery of the Bonds, the Paying Agent/Registrar Agreement, any insurance commitment letter or insurance policy and the Official Statement. In addition, prior to the initial delivery of the Bonds, the Mayor, the City Manager or Assistant City Manager, the City Attorney and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement, (ii) obtain a rating from any of the national bond rating agencies or satisfy requirements of the Bond Insurer, or (iii) obtain the approval of the Bonds by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. Section 37. INTERPRETATIONS. All terms defined herein and all pronouns used in this Ordinance shall be deemed to apply equally to singular and plural and to all genders. The titles and headings of the articles and sections of this Ordinance and the Table of Contents of this Ordinance have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof. This Ordinance and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the validity of the Bonds and the validity of the lien on and pledge of the Pledged Revenues to secure the payment of the Bonds. Section 38. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. Section 39. INTERESTED PARTIES. Nothing in this Ordinance expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the City and the registered owners of the Bonds, any right, remedy or claim under or by reason of this Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations, Page 332 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance 35 promises and agreements in this Ordinance contained by and on behalf of the City shall be for the sole and exclusive benefit of the City and the registered owners of the Bonds. Section 40. INCORPORATION OF RECITALS. The City hereby finds that the statements set forth in the recitals of this Ordinance are true and correct, and the City hereby incorporates such recitals as a part of this Ordinance. Section 41. SEVERABILITY. If any provision of this Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application thereof to other circumstances shall nevertheless be valid, and this governing body hereby declares that this Ordinance would have been enacted without such invalid provision. Section 42. EFFECTIVE DATE. This Ordinance shall become effect immediately from and after its passage on first and final reading in accordance with Section 1201.028, Texas Government Code, as amended. Section 43. PERFECTION. Chapter 1208, Government Code, applies to the issuance of the Bonds and the pledge of revenues granted by the City under Section 7 of this Ordinance, and such pledge is therefore valid, effective and perfected. If Texas law is amended at any time while the Bonds are outstanding and unpaid such that the pledge of revenues granted by the City under Section 7 of this Ordinance is to be subject to the filing requirements of Chapter 9, Business & Commerce Code, then in order to preserve to the registered owners of the Bonds the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Business & Commerce Code and enable a filing to perfect the security interest in said pledge to occur. Section 44. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby authorizes the disbursement of a fee equal to the lesser of (i) one-tenth of one percent of the principal amount of the Bonds or (ii) $9,500, provided that such fee shall not be less than $750, to the Attorney General of Texas Public Finance Division for payment of the examination fee charged by the State of Texas for the Attorney General's review and approval of public securities and credit agreements, as required by Section 1202.004 of the Texas Government Code. The appropriate member of the City's staff is hereby instructed to take the necessary measures to make this payment. The City is also authorized to reimburse the appropriate City funds for such payment from proceeds of the Bonds. Page 333 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance SigPgOrd IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and approved on the first and final reading on the 26th day of April, 2016. _________________________________ Dale Ross, Mayor City of Georgetown, Texas ATTEST: Shelley Nowling, City Secretary APPROVED AS TO FORM: By: __________________________________ Charlie McNabb, City Attorney Page 334 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance A-1 EXHIBIT A As used in this Ordinance, the following terms and expressions shall have the meanings set forth below, unless the text hereof specifically indicates otherwise: "Accountant" means an independent certified public accountant or accountants or a firm of an independent certified public accountants, in either case, with demonstrated expertise and competence in public accountancy. "Accreted Value" means, with respect to a Premium Compound Interest Bond, as of any particular date of calculation, the original principal amount thereof, plus all interest accrued and compounded to the particular date of calculation, as determined in accordance with the Pricing Certificate and the Accretion Table attached as an exhibit to the Pricing Certificate relating to the respective Bonds that shows the Accreted Value per $5,000 maturity amount on the calculation date of maturity to its maturity. "Accretion Table" means the exhibit attached to the Pricing Certificate that sets forth the rounded original principal amounts at the Issuance Date for the Premium Compound Interest Bonds and the Accreted Values and maturity amounts thereof as of each Compounding Date until final maturity. "Additional Parity Obligations" means bonds, notes, warrants, certificates of obligation, contractual obligations or other Debt which the City reserves the right to issue or enter into, as the case may be, in the future under the terms and conditions provided in Sections 22 and 23 of this Ordinance and which obligations are equally and ratably secured solely by a first lien on and pledge of the Pledged Revenues on a parity with the outstanding Parity Obligations and the Bonds. "Amortization Installment" means, with respect to any Term Bonds of any series of Parity Obligations, the amount of money which is required to be deposited into a mandatory redemption account for retirement of such Term Bonds (whether at maturity or by mandatory redemption and including redemption premium, if any) provided that the total Amortization Installments for such Term Bonds shall be sufficient to provide for retirement of the aggregate principal amount of such Term Bonds. "Annual Debt Service Requirements" means, as of the date of calculation, the principal of and interest on all Parity Obligations coming due at Maturity or Stated Maturity (or that could come due on demand of the owner thereof other than by acceleration or other demand conditioned upon default by the City on such Debt, or be payable in respect of any required purchase of such Debt by the City) in such Fiscal Year, and, for such purposes, any one or more of the following rules shall apply at the election of the City: (1) Balloon Debt. If the principal (including the accretion of interest resulting from original issue discount or compounding of interest) of any series or issue of Funded Debt due (or payable in respect of any required purchase of such Funded Debt by the City) in any Fiscal Year either is equal to at least 25% of the total principal (including the accretion of interest resulting from original issue discount or compounding of interest) of such Page 335 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance A-2 Funded Debt or exceeds by more than 50% the greatest amount of principal of such series or issue of Funded Debt due in any preceding or succeeding Fiscal Year (such principal due in such Fiscal Year for such series or issue of Funded Debt being referred to herein and throughout this Ordinance as "Balloon Debt"), the amount of principal of such Balloon Debt taken into account during any Fiscal Year shall be equal to the debt service calculated using the original principal amount of such Balloon Debt amortized over the Term of Issue on a level debt service basis at an assumed interest rate equal to the rate borne by such Balloon Debt on the date of calculation; (2) Consent Sinking Fund. In the case of Balloon Debt, if a Designated Financial Officer shall deliver to the City a certificate providing for the retirement of (and the instrument creating such Balloon Debt shall permit the retirement of), or for the accumulation of a sinking fund for (and the instrument creating such Balloon Debt shall permit the accumulation of a sinking fund for), such Balloon Debt according to a fixed schedule stated in such certificate ending on or before the Fiscal Year in which such principal (and premium, if any) is due, then the principal of (and, in the case of retirement, or to the extent provided for by the sinking fund accumulation, the premium, if any, and interest and other debt service charges on) such Balloon Debt shall be computed as if the same were due in accordance with such schedule, provided that this clause (2) shall apply only to Balloon Debt for which the installments previously scheduled have been paid or deposited to the sinking fund established with respect to such Debt on or before the times required by such schedule; and provided further that this clause (2) shall not apply where the City has elected to apply the rule set forth in clause (1) above; (3) Prepaid Debt. Principal of and interest on Bonds and Additional Parity Obligations, or portions thereof, shall not be included in the computation of the Annual Debt Service Requirements for any Fiscal Year for which such principal or interest are payable from funds on deposit or set aside in trust for the payment thereof at the time of such calculations (including without limitation capitalized interest and accrued interest so deposited or set aside in trust) with a financial institution acting as fiduciary with respect to the payment of such Debt; and (4) Variable Rate. As to any Parity Obligations that bear interest at a variable interest rate which cannot be ascertained at the time of calculation of the Annual Debt Service Requirement then, at the option of the City, either (A) an interest rate equal to the average rate borne by such Parity Obligations (or by comparable debt in the event that such Parity Obligations has not been outstanding during the preceding 24 months) for any 24 month period ending within 30 days prior to the date of calculation, or (B) an interest rate equal to the 30-year Revenue Bond Index (as most recently published in The Bond Buyer), shall be presumed to apply for all future dates, unless such index is no longer published in The Bond Buyer, in which case an index of revenue bonds with maturities of at least 20 years which is published in a financial newspaper or journal with national circulation may be used for this purpose (if two Series of Parity Obligations which bear interest at variable interest rate, or one or more maturities within a Series, of equal par amounts, are issued simultaneously with inverse floating interest rates providing a composite fixed interest rate for such Parity Obligations taken as a whole, such composite fixed rate shall be used in Page 336 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance A-3 determining the Annual Debt Service Requirement with respect to such Parity Obligations); With respect to any calculation of historic data, only those payments actually made in the subject period shall be taken into account in making such calculation and, with respect to prospective calculations, only those payments reasonably expected to be made in the subject period shall be taken into account in making the calculation. "Average Annual Debt Service Requirements" means that average amount which, at the time of computation, will be required to pay the Annual Debt Service Requirements when due (either at Stated Maturity or mandatory redemption) and derived by dividing the total of such Annual Debt Service Requirements by the number of Fiscal Years then remaining before Stated Maturity of such Parity Obligations. For the purposes of this definition, a fractional period of a Fiscal Year shall be treated as an entire Fiscal Year. Capitalized interest payments provided from bond proceeds, accrued interest on any Debt, and interest earnings thereon shall be excluded in making such computation. "Authorized Denominations" means the denomination of $5,000 or any integral multiple thereof with respect to the Current Interest Bonds and in the denomination of $5,000 in maturity amount or any integral multiple thereof with respect to the Premium Compound Interest Bonds. "Bond Insurer" means any entity that insures or guarantees the payment of principal and interest on any Bonds or the provider of a Reserve Fund Obligation. "Bonds" means the Bonds and includes collectively the Premium Compound Interest Bonds and Current Interest Bonds initially issued and delivered pursuant to this Bond order and the Pricing Certificate 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. "Book-Entry-Only System" means the book-entry system of bond registration provided in Section 5, or any successor system of book-entry registration. "Cede & Co." means the designated nominee and its successors and assigns of The Depository Trust Company, New York. "City" means the City of Georgetown, Texas, and where appropriate, the City Council. "City Council" means the governing body of the City. "Compounded Amount" means, with respect to a Premium Compound Interest Bond, as of any particular date of calculation, the original principal amount thereof plus all interest accrued and compounded to the particular date of calculation. "Compounding Dates" means the dates on which interest is compounded on the Premium Compound Interest Bonds as set forth in the Accretion Table attached to the Pricing Certificate. Page 337 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance A-4 "Current Interest Bonds" means the Bonds paying current interest and maturing in each of the years and in the aggregate principal amounts set forth in the Pricing Certificate. "Debt" and "Debt of the City payable from Pledged Revenues" mean: (1) all indebtedness payable from Pledged Revenues and/or Net Revenues incurred or assumed by the City for borrowed money and all other financing obligations of the System payable from Pledged Revenues and/or Net Revenues that, in accordance with generally accepted accounting principles, are shown on the liability side of a balance sheet; and (2) all other indebtedness payable from Pledged Revenues and/or Net Revenues (other than indebtedness otherwise treated as Debt hereunder) for borrowed money or for the acquisition, construction or improvement of property or capitalized lease obligations pertaining to the System that is guaranteed, directly or indirectly, in any manner by the City, or that is in effect guaranteed, directly or indirectly, by the City through an agreement, contingent or otherwise, to purchase any such indebtedness or to advance or supply funds for the payment or purchase of any such indebtedness or to purchase property or services primarily for the purpose of enabling the debtor or seller to make payment of such indebtedness, or to assure the owner of the indebtedness against loss, or to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether or not such property is delivered or such services are rendered), or otherwise. For the purpose of determining Debt, there shall be excluded any particular Debt if, upon or prior to the Maturity thereof, there shall have been deposited with the proper depository (a) in trust the necessary funds (or investments that will provide sufficient funds, if permitted by the instrument creating such Debt) for the payment, redemption, or satisfaction of such Debt or (b) evidence of such Debt deposited for cancellation; and thereafter it shall not be considered Debt. No item shall be considered Debt unless such item constitutes indebtedness under generally accepted accounting principles applied on a basis consistent with the financial statements of the System in prior Fiscal Years. "Defeasance Securities" means (i) Federal Securities, (ii) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the City adopts or approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the funding of an escrow to effect the defeasance of the Bonds are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent, (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the City adopts or approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the funding of an escrow to effect the defeasance of the Bonds, are rated as to investment quality by a nationally recognized investment rating firm no less than "AAA" or its equivalent and (iv) any other then authorized securities or obligations under applicable State law that may be used to defease obligations such as the Bonds. Page 338 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance A-5 "Depository" means one or more official depository banks of the City. "DTC" means The Depository Trust Company, New York, New York and its successors and assigns. "DTC Participant" means 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. "Designated Financial Officer" means the chief financial officer of the City, or such other financial or accounting official of the City so designated by the City Council. "Escrow Agent" means the financial institution selected by the Pricing Officer to perform such function in the Pricing Certificate or any successor escrow agent under the Escrow Agreement. "Escrow Agreement" means the agreements by and between the City and the Escrow Agent relating to refunding the Refunded Obligations and the cash defeasance, respectively. "Federal Securities" as used herein means direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America. "Fiscal Year" means the twelve-month accounting period used by the City in connection with the operation of the System, currently ending on September 30 of each year, which may be any twelve consecutive month period established by the City, but in no event may the Fiscal Year be changed more than one time in any three calendar year period. "Funded Debt" means all Parity Obligations created or assumed by the City that mature by their terms (in the absence of the exercise of any earlier right of demand), or that are renewable at the option of the City to a date, more than one year after the original creation or assumption of such Debt by the City. "Gross Revenues" and "Gross Revenues of the City's System" mean all revenues, income and receipts of every nature derived or received by the City from the operation and ownership of the System; including the interest income from investment or deposit of money in any Fund created by this Ordinance or maintained by the City in connection with the System; and any other revenues hereafter pledged to the payment of all Parity Obligations. "Holder" or "Holders" means the registered owner, whose name appears in the Security Register, for any Parity Obligation. "Independent Engineer" means an individual, firm or corporation engaged in the engineering profession, being a registered professional engineer under the laws of the State of Page 339 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance A-6 Texas, having specific experience with respect to electric, water, wastewater, reuse water and/or stormwater drainage systems similar to the System. "Initial Bonds" means the Bonds authorized, issued, and initially delivered as provided in Section 4 of this Ordinance. "Interest and Sinking Fund" means the special Fund maintained by the provisions of Sections 8 and 11 of this Ordinance. "Issuance Date" means the date of delivery of the related Series of the Bonds. "Maintenance and Operating Expenses" means the reasonable and necessary expenses of operation and maintenance of the System as required by Section 1502.058, Texas Government Code, as amended, including all salaries, labor, materials, repairs and extensions necessary to render efficient service (but only 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 meet some physical accident or conditions which would otherwise impair the Parity Obligations), and all payments under contracts now or hereafter defined as operating expenses by the Legislature of Texas. Depreciation shall never be considered as a Maintenance and Operating Expense. "Maturity" means, when used with respect to any Debt, the date on which the principal of such Debt or any installment thereof becomes due and payable as therein provided, whether at the Stated Maturity thereof or by declaration of acceleration, call for redemption, or otherwise. "Maximum Annual Debt Service Requirements" means the greatest requirements of Annual Debt Service Requirements (taking into account all mandatory principal redemption requirements) scheduled to occur in any future Fiscal Year or in the then current Fiscal Year for the particular obligations for which such calculation is made. Capitalized interest payments provided from Debt proceeds, accrued interest on any Debt, and interest earnings thereon shall be excluded in making such computation. "MSRB" means the Municipal Securities Rulemaking Board. "Net Revenues" and "Net Revenues of the City's System" mean all Gross Revenues remaining after deducting the Maintenance and Operating Expenses. "Ordinance" means this ordinance finally adopted by the City Council on April 26, 2016. "Outstanding", when used with respect to Parity Obligations, means, as of the date of determination, all Parity Obligations theretofore delivered under this Ordinance and any ordinance authorizing Additional Parity Obligations, except: (1) Parity Obligations theretofore cancelled and delivered to the City or delivered to the Paying Agent/Registrar for cancellation; Page 340 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance A-7 (2) Parity Obligations deemed paid pursuant to the provisions of Section 29 of this Ordinance or any comparable section of any ordinance authorizing Additional Parity Obligations; (3) Parity Obligations upon transfer of or in exchange for and in lieu of which other Parity Obligations have been authenticated and delivered pursuant to this Ordinance and any ordinance authorizing Additional Parity Obligations; and (4) Parity Obligations under which the obligations of the City have been released, discharged or extinguished in accordance with the terms thereof. "Paying Agent/Registrar" shall have the meaning set forth in Section 5(a) hereof. "Parity Obligations" means the Bonds, the Previously Issued Parity Obligations and any Additional Parity Obligations hereafter issued by the City or obligations issued to refund any of the foregoing (as determined within the sole discretion of the City Council in accordance with applicable law) if issued in a manner that provides that the refunding bonds are payable from and equally and ratably secured by a first lien on and pledge of the Pledged Revenues. "Permitted Investments" means any security or obligation or combination thereof permitted under the Public Funds Investments Act, Chapter 2256, Texas Government Code, as amended or other applicable law. "Pledged Revenues" means (1) the Net Revenues, plus (2) any additional revenues, income, receipts, or other resources, including, without limitation, any grants, donations or income received or to be received from the United States Government, or any other public or private source, whether pursuant to an agreement or otherwise, which hereafter are pledged by the City to the payment of the Parity Obligations, and excluding those revenues excluded from Gross Revenues. "Premium Compound Interest Bonds" means the Bonds on which no interest is paid prior to maturity, maturing in various amounts and in the aggregate principal amount as set forth in the Pricing Certificate. "Previously Issued Parity Obligations" means the Outstanding Parity Obligations of the City entitled "City of Georgetown, Texas Utility System Revenue Bonds, Series 2006," "City of Georgetown, Texas Utility System Revenue and Refunding Bonds, Series 2006A," "City of Georgetown, Texas Utility System Revenue and Refunding Bonds, Series 2007," "City of Georgetown, Texas Utility System Revenue and Refunding Bonds, Series 2008," "City of Georgetown, Texas Utility System Revenue Bonds, Series 2010," "City of Georgetown, Texas Utility System Revenue Refunding Bonds, Series 2012," "City of Georgetown, Texas Utility System Revenue Bonds, Series 2014," "City of Georgetown, Texas Utility System Revenue Refunding Bonds, Series 2014," "City of Georgetown, Texas Utility System Revenue Bonds, Series 2014A," "City of Georgetown, Texas Utility System Revenue Bonds, Series 2015" and "City of Georgetown, Texas Utility System Revenue Bonds, Series 2016." Page 341 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance A-8 "Pricing Certificate" means the Pricing Certificate of the City's Pricing Officer to be executed and delivered pursuant to Section 3 hereof in connection with the issuance of the Bonds. "Pricing Officer" means the Mayor, acting as the designated pricing officer of the City to execute the Pricing Certificate. In the absence of the Mayor, the Mayor Pro Tem may act as the designated pricing officer of the City to execute the Pricing Certificate. "Prudent Utility Practice" means any of the practices, methods and acts, in the exercise of reasonable judgment, in the light of the facts, including but not limited to the practices, methods and acts engaged in or previously approved by a significant portion of the public utility industry, known at the time the decision was made, that would have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition. It is recognized that Prudent Utility Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather is a spectrum of possible practices, methods or acts which could have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition. In the case of any facility included in the System which is operated in common with one or more other entities, the term Prudent Utility Practice, as applied to such facility, shall have the meaning set forth in the agreement governing the operation of such facility. "Rating Agency" means any nationally recognized securities rating agency which has assigned, at the request of the City, a rating to the Parity Obligations. "Record Date" means Record Date as defined in the Form of Bonds in Exhibit "B" to this Ordinance and the Pricing Certificate. "Refunded Obligations" means those Refundable Obligations designated by the Pricing Officer in the Pricing Certificate to be refunded. "Refundable Obligations" means all or a portion of the City's outstanding utility system bonds. "Required Reserve Amount" means the amount required to be maintained in the Reserve Fund pursuant to the provisions of Section 12 of this Ordinance. "Required Reserve Fund Deposits" means the deposits and credits, if any, required to be made to the Reserve Fund pursuant to the provisions of Section 12 of this Ordinance. "Reserve Fund" means the special fund created, established and maintained by the provisions of Section 12 of this Ordinance. "Reserve Fund Obligation" means, to the extent permitted by law, as evidenced by an opinion of nationally recognized bond counsel, a surety bond or insurance policy deposited in the Reserve Fund to satisfy the Required Reserve Amount whereby the City is obligated to provide funds up to and including the maximum amount and under the conditions specified in such agreement or instrument. Page 342 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance A-9 "Reserve Fund Obligation Payment" means any subrogation payment the City is obligated to make from Pledged Revenues deposited in the Reserve Fund with respect to a Reserve Fund Obligation. "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. "Special Project" means, to the extent permitted by law, any electric, waterworks, sanitary sewer, wastewater reuse or municipal drainage system property, improvement or facility declared by the City not to be part of the System, for which the costs of acquisition, construction and installation are paid from proceeds of a financing transaction other than the issuance of bonds payable from ad valorem taxes, Pledged Revenues or Net Revenues and for which all maintenance and operation expenses are payable from sources other than ad valorem taxes, Pledged Revenues or Net Revenues, but only to the extent that and for so long as all or any part of the revenues or proceeds of which are or will be pledged to secure the payment or repayment of such costs of acquisition, construction and installation under such financing transaction. "Stated Maturity" means the annual principal payments of the Parity Obligations payable on the respective dates set forth in the ordinances which authorized the issuance of such Parity Obligations. "Subordinate Lien Obligations" means (i) any bonds, notes, warrants, certificates of obligation, contractual obligations or other Debt issued by the City that are payable, in whole or in part, from and equally and ratably secured by a lien on and pledge of the Net Revenues, such pledge being subordinate and inferior to the lien on and pledge of the Net Revenues that are or will be pledged to the payment of any Parity Obligations issued by the City, and (ii) obligations hereafter issued to refund any of the foregoing if issued in a manner that provides that the refunding bonds are payable from and equally and ratably secured, in whole or in part, by a lien on and pledge of the Net Revenues on a parity with the Subordinate Lien Obligations. "System" means as currently comprised, the City's combined electric, waterworks and sewer system, which includes all properties, facilities, plants, improvements, equipment, interests and rights currently owned, operated and maintained by the City for the (i) generation, transmission, distribution or sale of electric power and energy, (ii) supply, treatment, and transmission and distribution of treated potable water and (iii) collection and treatment of wastewater, and for water reuse, together with all future extensions, improvements, purchases, repairs, replacements and additions thereto, whether situated within or without the limits of the City, and all water (in any form) owned by the City; provided, however, that the City expressly retains the right to (i) sale or disaggregate the System as set forth in Section 18 of this Ordinance and (ii) incorporate any other utility system as provided by the laws of the State of Texas as a part of the System. The System shall not include any Special Project or any disaggregated part of the System as provided in Section 18 of this Ordinance. Page 343 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance A-10 "Term Bonds" means those Parity Obligations so designated in the ordinances authorizing such bonds which shall be subject to retirement by operation of a mandatory redemption account. "Term of Issue" means with respect to any Balloon Debt, a period of time equal to the greater of (i) the period of time commencing on the date of issuance of such Balloon Debt and ending on the final maturity date of such Balloon Debt or (ii) twenty-five years. Page 344 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance B-1 EXHIBIT B FORM OF BOND (All blanks and any appropriate or necessary insertions or deletions, to be completed as determined by the Pricing Officer in the Pricing Certificate.) NO. R- UNITED STATES OF AMERICA PRINCIPAL STATE OF TEXAS AMOUNT WILLIAMSON COUNTY $__________ CITY OF GEORGETOWN, TEXAS UTILITY SYSTEM REVENUE REFUNDING BOND, SERIES 2016 [FORM OF FIRST PARAGRAPHS OF CURRENT INTEREST BONDS] INTEREST RATE DATE OF BOND MATURITY DATE CUSIP NO. __________ REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS ON THE MATURITY DATE specified above, GEORGETOWN, TEXAS (the "City"), being a political subdivision of the State of Texas, hereby promises to pay to the Registered Owner set forth above, or registered assigns (hereinafter called the "Registered Owner") the principal amount set forth above, and to pay interest thereon from _________, 20___∗, on __________, 20___* and semiannually thereafter on each __________* and ___________* to the maturity date specified above, or the date of redemption prior to maturity, at the interest rate per annum specified above calculated on the basis of a 360-day year of twelve 30-day months; except that if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such principal amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged or converted from is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full. Notwithstanding the foregoing, during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, any payment to the securities depository, or its nominee or registered ∗To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language in the Pricing Certificate shall be used in the executed Bonds. Page 345 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance B-2 assigns, shall be made in accordance with existing arrangements between the City and the securities depository. THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Bond shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at maturity or upon the date fixed for its redemption prior to maturity, at _________________________*, (the "Paying Agent/Registrar") at their office for payment in ______________* (the "Designated Payment/Transfer Office"). The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the Registered Owner hereof on each interest payment date by check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the City required by the ordinance authorizing the issuance of this Bond (the "Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the Registered Owner hereof, at its address as it appeared on the close of business on the _______∗ business day of the month next preceding each such date (the "Record Date") on the registration books kept by the Paying Agent/Registrar (the "Registration Books"). In addition, interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Registered Owner. In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each owner of a Bond appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. DURING ANY PERIOD in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the City and the securities depository. [FORM OF FIRST PARAGRAPHS OF PREMIUM COMPOUND INTEREST BOND] NO. PC- MATURITY AMOUNT $ ∗To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language in the Pricing Certificate shall be used in the executed Bonds. Page 346 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance B-3 INTEREST RATE ISSUANCE DATE DATE OF BONDS MATURITY DATE REGISTERED OWNER: MATURITY AMOUNT: ON THE MATURITY DATE SPECIFIED ABOVE, CITY OF GEORGETOWN, TEXAS (the "City"), being a political subdivision and municipal corporation 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 Maturity Amount set forth above, representing the principal amount hereof and accrued and compounded interest hereon. Interest shall accrue on the principal amount hereof from the Issuance Date at the interest rate per annum specified above, calculated on the basis of a 360 day year comprised of twelve 30 day months, compounded semiannually on __________∗ and __________* of each year commencing __________, 20___*. For convenience of reference a table of the "Accreted Value" per $5,000 Maturity Amount is printed on the reverse side of this Bond. The term "Accreted Value" as set forth in the table on the reverse side hereof shall mean the original principal amount plus initial premium per $5,000 Maturity Amount compounded semiannually on __________* and __________* at the yield shown on such table. THE MATURITY AMOUNT of this Bond is payable in lawful money of the United States of America, without exchange or collection charges. The Maturity Amount of this Bond shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at maturity, at the designated office for payment of __________________________, ______, ______*, which is the "Paying Agent/Registrar" for this Bond, and shall be drawn by the Paying Agent/Registrar on, and solely from, funds of the City required by the order authorizing the issuance of the Bonds (the "Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided, payable to the Registered Owner hereof, as it appears on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. The City covenants with the Registered Owner of this Bond that on or before the Maturity Date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Ordinance, the amounts required to provide for the payment, in immediately available funds of the Maturity Amount, when due. Notwithstanding the foregoing, during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, any payment to the securities depository, or its nominee or registered assigns, shall be made in accordance with existing arrangements between the City and the securities depository. [FORM OF REMAINDER OF EACH BOND] ∗To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language in the Pricing Certificate shall be used in the executed Bonds. Page 347 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance B-4 ANY ACCRUED INTEREST due at maturity as provided herein shall be paid to the Registered Owner upon presentation and surrender of this Bond for payment at the Designated Payment/Transfer Office of the Paying Agent/Registrar. The City covenants with the Registered Owner of this Bond that on or before each payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. 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 ___________, 20___∗, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $___________*, TO PROVIDE FUNDS FOR REFUNDING THE REFUNDED OBLIGATIONS; AND PAYING THE COSTS ASSOCIATED WITH THE ISSUANCE OF THE BONDS. ON ___________, 20___*, or on any date thereafter, the Bonds of this Series maturing on and after ___________, 20___* may be redeemed prior to their scheduled maturities, at the option of the City, with funds derived from any available and lawful source, at par plus accrued interest to the date fixed for redemption as a whole, or from time to time in part, and, if in part, the particular maturities to be redeemed shall be selected and designated by the City and if less than all of a maturity is to be redeemed, the Paying Agent/Registrar shall determine by lot the Bonds, or a portion thereof, within such maturity to be redeemed (provided that a portion of a Bond may be redeemed only in an integral multiple of $5,000). [THE BONDS MATURING ON _________, __* are subject to mandatory sinking fund redemption by lot prior to maturity in the following amounts on the following dates and at a price of par plus accrued interest to the redemption date ("Term Bonds"). Term Bonds Maturing on __________, 20___* Redemption Date * Principal Amount * __________, 20___ $ __________, 20___† $ † _______________ † Final Maturity ∗To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language in the Pricing Certificate shall be used in the executed Bonds. Page 348 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance B-5 THE PRINCIPAL AMOUNT of the Term Bonds required to be redeemed pursuant to the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option of the City by the principal amount of any Term Bonds of the stated maturity which, at least 50 days prior to a mandatory redemption date, (1) shall have been acquired by the City at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City with monies in the Interest and Sinking Fund at a price not exceeding the principal amount of the Term Bonds plus accrued interest to the date of purchase thereof, or (3) shall have been redeemed pursuant to the optional redemption provisions and not theretofore credited against a mandatory sinking fund redemption requirement.]∗∗ NO LESS THAN 30 days prior to the date fixed for any 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 Bond or Bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the Registered Owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in the Ordinance. WITH RESPECT TO any optional redemption of the Bonds, unless certain prerequisites to such redemption required by the Ordinance have been met and moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state that said redemption may, at the option of the City, be conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no force and effect, the City shall ∗∗Use of Term Bonds, if any, to be determined by the Pricing Officer. Page 349 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance B-6 not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Bonds have not been redeemed. ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Ordinance, this Bond, or any unredeemed portion hereof, may, at the request of the Registered Owner or the assignee or assignees hereof, be assigned, transferred, converted into and exchanged for a like aggregate principal amount of fully registered Bonds, without interest coupons, payable to the appropriate Registered Owner, assignee or assignees, as the case may be, having the same denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Bond may be executed by the Registered Owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions hereof from time to time by the Registered Owner. The Paying Agent/Registrar's reasonable standard or customary fees and charges for assigning, transferring, converting and exchanging any Bond or portion thereof will be paid by the City. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to make any such transfer, conversion, or exchange during the period commencing on the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date. WHENEVER the beneficial ownership of this Bond is determined by a book entry at a securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring this Bond shall be modified to require the appropriate person or entity to meet the requirements of the securities depository as to registering or transferring the book entry to produce the same effect. IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the City, resigns, or otherwise ceases to act as such, the City has covenanted in the Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Registered Owners of the Bonds. IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly authorized, issued, and delivered; that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this Bond have been performed, existed, and been done in accordance with law; that this Bond is a special obligation of the City, and that the interest on and principal of this Bond, together with the Page 350 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance B-7 Previously Issued Parity Obligations and all other outstanding "Parity Obligations" (as defined in the Bond Ordinance), as such interest comes due, and as such principal matures, are payable from and secured by a lien on and pledge of the "Pledged Revenues" of the "System" (which is generally described as the City's combined electric, waterworks and sewer system), all as provided in the Bond Ordinance. THE CITY also has reserved the right, subject to restrictions stated in the Ordinance, to issue Additional Parity Obligations which also may be made payable from and equally and ratably secured by a first lien on and pledge of, the Pledged Revenues of the System in the same manner and to the same extent as this Series of Bonds. THE CITY also has reserved the right, subject to restrictions stated in the Bond Ordinance to issue Subordinate Lien Obligations payable from and equally and ratably secured, in whole or in part, by a lien on and pledge of the Net Revenues (as defined in the Bond Ordinance), subordinate and inferior in rank and dignity to the lien on and pledge of such Net Revenues securing payment of the Bonds, the Previously Issued Parity Obligations or any Additional Parity Obligations. THE OWNER HEREOF shall never have the right to demand payment of this Bond out of any funds raised or to be raised by taxation. BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the City, and agrees that the terms and provisions of this Bond and the Ordinance constitute a contract between each Registered Owner hereof and the City. IN WITNESS WHEREOF, the City has caused this Bond to be signed with the manual or facsimile signature of the Mayor of the City and countersigned with the manual or facsimile signature of the City Secretary and has caused the official seal of the City to be duly impressed, or placed in facsimile, on this Bond. ___________________________________ ___________________________________ City Secretary Mayor [CITY SEAL] FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Bond is not accompanied by an executed Registration Certificate of the Comptroller Page 351 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance B-8 of Public Accounts of the State of Texas) It is hereby certified that this Bond has been issued under the provisions of the Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or replacement of, or in exchange for, a Bond, Bonds, or a portion of a Bond or Bonds of a Series which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated ______________________________ ______________________________ Paying Agent/Registrar By____________________________ Authorized Representative FORM OF ASSIGNMENT ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto ________________________________________________________________________ ________________________________________________________________________ Please insert Social Security or Taxpayer Identification Number of Transferee _______________________________________________________________________ _______________________________________________________________________ (Please print or typewrite name and address, including zip code, of Transferee) ______________________________________________________________________ the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints ___________________________________________, attorney, to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: ___________________________ Signature Guaranteed: Page 352 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance B-9 __________________________________ __________________________________ NOTICE: Signature(s) must be NOTICE: The signature above guaranteed by a member firm of must correspond with the name the New York Stock Exchange or of the Registered Owner as it a commercial bank or trust company. appears upon the front of this Bond in every particular, with- out alteration or enlargement or any change whatsoever. FORM OF REGISTRATION CERTIFICATE OF THE COMPTROLLER OF PUBLIC ACCOUNTS FOR THE INITIAL BOND ONLY: COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Bond has been 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] INSERTIONS FOR THE INITIAL BONDS (i) The initial Current Interest Bonds shall be in the form set forth in this Exhibit, except that: A. immediately under the name of the Bond, the headings "INTEREST RATE" and "MATURITY DATE" shall both be completed with the words "As shown below" and "CUSIP NO." shall be deleted. B. the first paragraph shall be deleted and the following will be inserted: "ON THE MATURITY DATE SPECIFIED ABOVE, the City of Georgetown, Texas (the "City"), being a political subdivision, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), on __________, 20___∗ in each of the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: ∗To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is Page 353 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance B-10 Principal Amount Maturity Date* (_________) Interest Rate (Information for the Current Interest Bonds from the Pricing Certificate to be inserted) The City promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360-day year of twelve 30-day months) from _________, 20___* at the respective Interest Rate per annum specified above. Interest is payable on _________, 20___* and semiannually on each __________* and __________* thereafter to the date of payment of the principal installment specified above; except, that if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such principal amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full." C. The initial Bond shall be numbered "T-1." (ii) The Initial Compound Interest Bond shall be in the form set forth in this Section, except that: A. immediately under the name of the Bond, the headings "INTEREST RATE" and "MATURITY DATE" shall both be completed with the words "As shown below" and "CUSIP NO. _____" shall be deleted. B. the first paragraph shall be deleted and the following will be inserted: "THE CITY OF GEORGETOWN, TEXAS (the "City"), being a political subdivision of the State of Texas, hereby promises to pay to the Registered Owner set forth above, or registered assigns (hereinafter called the "Registered Owner") the Payment at Maturity on __________* in each of the years and in installments of the respective Maturity Amounts set forth in the following schedule: Maturity Amount Maturity Date* ( ) Interest Rate (Information for the Premium Compound Interest Bonds from the Pricing Certificate to be inserted) inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language in the Pricing Certificate shall be used in the executed Bonds. Page 354 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance B-11 The amount shown above as the respective Maturity Amounts represent the principal amount hereof and accrued and compounded interest hereon. Interest shall accrue on the principal amount hereof from the Issuance Date at the interest rate per annum specified above, compounded semiannually on ________* and ________* of each year commencing _______, 20___* For convenience of reference, a table appears on the back of this Bond showing the "Compounded Amount" of the original principal amount plus initial premium, if any, per $5,000 Maturity Amount compounded semiannually at the yield shown on such table." C. the Initial Premium Compound Interest Bond shall be numbered "TPC-1." Page 355 of 540 GTOWN\UtilSysRevRefg\16\Del: Ordinance C-1 EXHIBIT C DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 21 of this Ordinance. Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the City's annual financial statements. Page 356 of 540 Preliminary City of Georgetown, Texas $9,295,000 Utility System Revenue Refunding Bonds, Series 2016 Sources & Uses Dated 06/01/2016 | Delivered 06/01/2016 Sources Of Funds Par Amount of Bonds $9,295,000.00 Reoffering Premium 1,155,081.80 Transfers from Prior Issue Debt Service Funds 125,000.00 Total Sources $10,575,081.80 Uses Of Funds Total Underwriter's Discount (0.652%)60,611.25 Costs of Issuance 112,500.00 Deposit to Net Cash Escrow Fund 10,398,782.01 Rounding Amount 3,188.54 Total Uses $10,575,081.80 16 Util Sys Rev Ref (2/16 | SINGLE PURPOSE | 2/16/2016 | 5:54 PM Specialized Public Finance Inc. Austin, Texas Page 1 Page 357 of 540 Preliminary City of Georgetown, Texas $9,295,000 Utility System Revenue Refunding Bonds, Series 2016 Debt Service Comparison Date Total P+I Existing D/S Net New D/S Old Net D/S Savings 09/30/2016 70,711.11 2,074,300.00 2,141,822.57 2,165,940.63 24,118.06 09/30/2017 759,000.00 707,800.00 1,466,800.00 1,556,081.26 89,281.26 09/30/2018 1,205,700.00 286,000.00 1,491,700.00 1,582,081.26 90,381.26 09/30/2019 1,153,300.00 - 1,153,300.00 1,240,061.26 86,761.26 09/30/2020 1,148,250.00 - 1,148,250.00 1,239,367.50 91,117.50 09/30/2021 1,052,600.00 - 1,052,600.00 1,141,980.00 89,380.00 09/30/2022 1,019,050.00 - 1,019,050.00 1,106,900.00 87,850.00 09/30/2023 1,013,050.00 - 1,013,050.00 1,100,705.00 87,655.00 09/30/2024 1,011,050.00 - 1,011,050.00 1,102,692.50 91,642.50 09/30/2025 1,012,850.00 - 1,012,850.00 1,102,486.26 89,636.26 09/30/2026 1,018,250.00 - 1,018,250.00 1,105,355.02 87,105.02 09/30/2027 833,000.00 - 833,000.00 920,586.26 87,586.26 09/30/2028 624,750.00 - 624,750.00 716,681.26 91,931.26 Total $11,921,561.11 $3,068,100.00 $14,986,472.57 $16,080,918.21 $1,094,445.64 PV Analysis Summary (Net to Net) Gross PV Debt Service Savings 1,062,202.16 Net PV Cashflow Savings @ 2.407%(AIC)1,062,202.16 Transfers from Prior Issue Debt Service Fund (125,000.00) Contingency or Rounding Amount 3,188.54 Net Present Value Benefit $940,390.70 Net PV Benefit / $9,960,000 Refunded Principal 9.442% Refunding Bond Information Refunding Dated Date 6/01/2016 Refunding Delivery Date 6/01/2016 16 Util Sys Rev Ref (2/16 | SINGLE PURPOSE | 2/16/2016 | 5:54 PM Specialized Public Finance Inc. Austin, Texas Page 2 Page 358 of 540 Preliminary City of Georgetown, Texas $9,295,000 Utility System Revenue Refunding Bonds, Series 2016 Debt Service Schedule Part 1 of 2 Date Principal Coupon Interest Total P+I Fiscal Total 06/01/2016 - - - - - 08/15/2016 - - 70,711.11 70,711.11 - 09/30/2016 - - - - 70,711.11 02/15/2017 - - 172,000.00 172,000.00 - 08/15/2017 415,000.00 2.000% 172,000.00 587,000.00 - 09/30/2017 - - - - 759,000.00 02/15/2018 - - 167,850.00 167,850.00 - 08/15/2018 870,000.00 2.000% 167,850.00 1,037,850.00 - 09/30/2018 - - - - 1,205,700.00 02/15/2019 - - 159,150.00 159,150.00 - 08/15/2019 835,000.00 3.000% 159,150.00 994,150.00 - 09/30/2019 - - - - 1,153,300.00 02/15/2020 - - 146,625.00 146,625.00 - 08/15/2020 855,000.00 3.000% 146,625.00 1,001,625.00 - 09/30/2020 - - - - 1,148,250.00 02/15/2021 - - 133,800.00 133,800.00 - 08/15/2021 785,000.00 3.000% 133,800.00 918,800.00 - 09/30/2021 - - - - 1,052,600.00 02/15/2022 - - 122,025.00 122,025.00 - 08/15/2022 775,000.00 4.000% 122,025.00 897,025.00 - 09/30/2022 - - - - 1,019,050.00 02/15/2023 - - 106,525.00 106,525.00 - 08/15/2023 800,000.00 4.000% 106,525.00 906,525.00 - 09/30/2023 - - - - 1,013,050.00 02/15/2024 - - 90,525.00 90,525.00 - 08/15/2024 830,000.00 4.000% 90,525.00 920,525.00 - 09/30/2024 - - - - 1,011,050.00 02/15/2025 - - 73,925.00 73,925.00 - 08/15/2025 865,000.00 4.000% 73,925.00 938,925.00 - 09/30/2025 - - - - 1,012,850.00 02/15/2026 - - 56,625.00 56,625.00 - 08/15/2026 905,000.00 5.000% 56,625.00 961,625.00 - 09/30/2026 - - - - 1,018,250.00 02/15/2027 - - 34,000.00 34,000.00 - 08/15/2027 765,000.00 5.000% 34,000.00 799,000.00 - 09/30/2027 - - - - 833,000.00 02/15/2028 - - 14,875.00 14,875.00 - 08/15/2028 595,000.00 5.000% 14,875.00 609,875.00 - 09/30/2028 - - - - 624,750.00 Total $9,295,000.00 -$2,626,561.11 $11,921,561.11 - 16 Util Sys Rev Ref (2/16 | SINGLE PURPOSE | 2/16/2016 | 5:54 PM Specialized Public Finance Inc. Austin, Texas Page 3 Page 359 of 540 Preliminary City of Georgetown, Texas $9,295,000 Utility System Revenue Refunding Bonds, Series 2016 Debt Service Schedule Part 2 of 2 Yield Statistics Bond Year Dollars $63,195.64 Average Life 6.799 Years Average Coupon 4.1562379% Net Interest Cost (NIC)2.4243612% True Interest Cost (TIC)2.2256124% Bond Yield for Arbitrage Purposes 2.0569936% All Inclusive Cost (AIC)2.4066609% IRS Form 8038 Net Interest Cost 2.0116430% Weighted Average Maturity 7.000 Years 16 Util Sys Rev Ref (2/16 | SINGLE PURPOSE | 2/16/2016 | 5:54 PM Specialized Public Finance Inc. Austin, Texas Page 4 Page 360 of 540 Preliminary City of Georgetown, Texas $9,295,000 Utility System Revenue Refunding Bonds, Series 2016 Pricing Summary Maturity Type of Bond Coupon Yield Maturity Value Price YTM Call Date Call Price Dollar Price 08/15/2017 Serial Coupon 2.000% 0.960% 415,000.00 101.243% - - - 420,158.45 08/15/2018 Serial Coupon 2.000% 1.100% 870,000.00 101.955% - - - 887,008.50 08/15/2019 Serial Coupon 3.000% 1.210% 835,000.00 105.610% - - - 881,843.50 08/15/2020 Serial Coupon 3.000% 1.340% 855,000.00 106.764% - - - 912,832.20 08/15/2021 Serial Coupon 3.000% 1.510% 785,000.00 107.430% - - - 843,325.50 08/15/2022 Serial Coupon 4.000% 1.700% 775,000.00 113.489% - - - 879,539.75 08/15/2023 Serial Coupon 4.000% 1.930% 800,000.00 113.860% - - - 910,880.00 08/15/2024 Serial Coupon 4.000% 2.100% 830,000.00 114.250% - - - 948,275.00 08/15/2025 Serial Coupon 4.000% 2.240% 865,000.00 114.564% - - - 990,978.60 08/15/2026 Serial Coupon 5.000% 2.410% 905,000.00 123.305% - - - 1,115,910.25 08/15/2027 Serial Coupon 5.000% 2.490% 765,000.00 122.493% c 2.664% 08/15/2026 100.000% 937,071.45 08/15/2028 Serial Coupon 5.000% 2.600% 595,000.00 121.388% c 2.906% 08/15/2026 100.000% 722,258.60 Total ---$9,295,000.00 -----$10,450,081.80 Bid Information Par Amount of Bonds $9,295,000.00 Reoffering Premium or (Discount)1,155,081.80 Gross Production $10,450,081.80 Total Underwriter's Discount (0.652%)$(60,611.25) Bid (111.775%)10,389,470.55 Total Purchase Price $10,389,470.55 Bond Year Dollars $63,195.64 Average Life 6.799 Years Average Coupon 4.1562379% Net Interest Cost (NIC)2.4243612% True Interest Cost (TIC)2.2256124% 16 Util Sys Rev Ref (2/16 | SINGLE PURPOSE | 2/16/2016 | 5:54 PM Specialized Public Finance Inc. Austin, Texas Page 5 Page 361 of 540 Preliminary City of Georgetown, Texas $9,295,000 Utility System Revenue Refunding Bonds, Series 2016 Escrow Fund Cashflow Date Principal Rate Interest +Transfers Receipts Disbursements Cash Balance 06/01/2016 - - - - 1.01 - 1.01 08/15/2016 3,912,663.00 0.260% 8,910.88 125,066.78 4,046,640.66 4,046,640.63 1.04 02/15/2017 115,383.00 0.430% 16,903.26 - 132,286.26 132,286.25 1.05 08/15/2017 6,245,735.00 0.530% 16,551.20 - 6,262,286.20 6,262,286.25 1.00 Total $10,273,781.00 -$42,365.34 $125,066.78 $10,441,214.13 $10,441,213.13 - Investment Parameters Investment Model [PV, GIC, or Securities]Securities Default investment yield target Bond Yield Cost of Investments Purchased with Fund Transfers 125,000.00 Cash Deposit 1.01 Cost of Investments Purchased with Bond Proceeds 10,273,781.00 Total Cost of Investments $10,398,782.01 Target Cost of Investments at bond yield $10,145,177.90 Actual positive or (negative) arbitrage (128,604.11) Yield to Receipt 0.5034523% Yield for Arbitrage Purposes 2.0569936% State and Local Government Series (SLGS) rates for 2/16/2016 16 Util Sys Rev Ref (2/16 | SINGLE PURPOSE | 2/16/2016 | 5:54 PM Specialized Public Finance Inc. Austin, Texas Page 6 Page 362 of 540 Preliminary City of Georgetown, Texas $9,295,000 Utility System Revenue Refunding Bonds, Series 2016 Summary Of Bonds Refunded Issue Maturity Type of Bond Coupon Maturity Value Call Date Call Price Dated 4/15/2008 | Delivered 5/20/2008 08 REV 08/15/2018 Serial Coupon 4.000% 450,000 08/15/2017 100.000% 08 REV 08/15/2019 Serial Coupon 4.000% 470,000 08/15/2017 100.000% 08 REV 08/15/2020 Serial Coupon 4.000% 485,000 08/15/2017 100.000% 08 REV 08/15/2021 Serial Coupon 4.100% 505,000 08/15/2017 100.000% 08 REV 08/15/2022 Serial Coupon 4.250% 530,000 08/15/2017 100.000% 08 REV 08/15/2023 Serial Coupon 4.300% 550,000 08/15/2017 100.000% 08 REV 08/15/2024 Serial Coupon 4.375% 575,000 08/15/2017 100.000% 08 REV 08/15/2025 Serial Coupon 4.400% 600,000 08/15/2017 100.000% 08 REV 08/15/2026 Serial Coupon 4.500% 625,000 08/15/2017 100.000% 08 REV 08/15/2027 Serial Coupon 4.600% 655,000 08/15/2017 100.000% 08 REV 08/15/2028 Serial Coupon 4.625% 685,000 08/15/2017 100.000% Subtotal --$6,130,000 -- - ---- Dated 8/15/2007 | Delivered 8/15/2007 06 REV-after 2014 ref 08/15/2017 Serial Coupon 4.300% 115,000 08/15/2016 100.000% 06 REV-after 2014 ref 08/15/2018 Serial Coupon 4.400% 120,000 08/15/2016 100.000% 06 REV-after 2014 ref 08/15/2019 Serial Coupon 4.500% 125,000 08/15/2016 100.000% 06 REV-after 2014 ref 08/15/2020 Serial Coupon 4.500% 135,000 08/15/2016 100.000% 06 REV-after 2014 ref 08/15/2021 Serial Coupon 4.500% 140,000 08/15/2016 100.000% 06 REV-after 2014 ref 08/15/2022 Serial Coupon 4.600% 145,000 08/15/2016 100.000% 06 REV-after 2014 ref 08/15/2023 Serial Coupon 4.625% 150,000 08/15/2016 100.000% 06 REV-after 2014 ref 08/15/2024 Serial Coupon 4.625% 160,000 08/15/2016 100.000% 06 REV-after 2014 ref 08/15/2025 Serial Coupon 4.625% 165,000 08/15/2016 100.000% 06 REV-after 2014 ref 08/15/2026 Serial Coupon 4.625% 175,000 08/15/2016 100.000% Subtotal --$1,430,000 -- - ---- Dated 8/15/2007 | Delivered 8/15/2007 06A REV-after ref 08/15/2017 Serial Coupon 4.300% 85,000 08/15/2016 100.000% 06A REV-after ref 08/15/2018 Serial Coupon 4.400% 85,000 08/15/2016 100.000% 06A REV-after ref 08/15/2019 Serial Coupon 4.500% 90,000 08/15/2016 100.000% 06A REV-after ref 08/15/2020 Serial Coupon 4.500% 90,000 08/15/2016 100.000% Subtotal --$350,000 -- - ---- Dated 4/01/2007 | Delivered 5/08/2007 07 REV-after 2014 ref 08/15/2017 Serial Coupon 4.000% 215,000 08/15/2016 100.000% 07 REV-after 2014 ref 08/15/2018 Serial Coupon 4.000% 225,000 08/15/2016 100.000% 07 REV-after 2014 ref 08/15/2019 Serial Coupon 4.125% 175,000 08/15/2016 100.000% 07 REV-after 2014 ref 08/15/2020 Serial Coupon 4.250% 185,000 08/15/2016 100.000% 07 REV-after 2014 ref 08/15/2021 Serial Coupon 4.250% 190,000 08/15/2016 100.000% 07 REV-after 2014 ref 08/15/2022 Serial Coupon 4.375% 160,000 08/15/2016 100.000% 07 REV-after 2014 ref 08/15/2023 Term 1 Coupon 4.500% 165,000 08/15/2016 100.000% 07 REV-after 2014 ref 08/15/2024 Term 1 Coupon 4.500% 170,000 08/15/2016 100.000% 07 REV-after 2014 ref 08/15/2025 Term 1 Coupon 4.500% 180,000 08/15/2016 100.000% 07 REV-after 2014 ref 08/15/2026 Term 2 Coupon 4.500% 190,000 08/15/2016 100.000% 07 REV-after 2014 ref 08/15/2027 Term 2 Coupon 4.500% 195,000 08/15/2016 100.000% Subtotal --$2,050,000 -- Total --$9,960,000 -- 16 Util Sys Rev Ref (2/16 | SINGLE PURPOSE | 2/16/2016 | 5:54 PM Specialized Public Finance Inc. Austin, Texas Page 7 Page 363 of 540 Preliminary City of Georgetown, Texas $9,295,000 Utility System Revenue Refunding Bonds, Series 2016 Debt Service To Maturity And To Call Date Refunded Bonds Interest to Call D/S To Call Principal Interest Refunded D/S 08/15/2016 3,830,000.00 216,640.63 4,046,640.63 - 216,640.63 216,640.63 02/15/2017 - 132,286.25 132,286.25 - 216,640.63 216,640.63 08/15/2017 6,130,000.00 132,286.25 6,262,286.25 415,000.00 216,640.63 631,640.63 02/15/2018 - - - - 208,040.63 208,040.63 08/15/2018 - - - 880,000.00 208,040.63 1,088,040.63 02/15/2019 - - - - 190,030.63 190,030.63 08/15/2019 - - - 860,000.00 190,030.63 1,050,030.63 02/15/2020 - - - - 172,183.75 172,183.75 08/15/2020 - - - 895,000.00 172,183.75 1,067,183.75 02/15/2021 - - - - 153,490.00 153,490.00 08/15/2021 - - - 835,000.00 153,490.00 988,490.00 02/15/2022 - - - - 135,950.00 135,950.00 08/15/2022 - - - 835,000.00 135,950.00 970,950.00 02/15/2023 - - - - 117,852.50 117,852.50 08/15/2023 - - - 865,000.00 117,852.50 982,852.50 02/15/2024 - - - - 98,846.25 98,846.25 08/15/2024 - - - 905,000.00 98,846.25 1,003,846.25 02/15/2025 - - - - 78,743.13 78,743.13 08/15/2025 - - - 945,000.00 78,743.13 1,023,743.13 02/15/2026 - - - - 57,677.51 57,677.51 08/15/2026 - - - 990,000.00 57,677.51 1,047,677.51 02/15/2027 - - - - 35,293.13 35,293.13 08/15/2027 - - - 850,000.00 35,293.13 885,293.13 02/15/2028 - - - - 15,840.63 15,840.63 08/15/2028 - - - 685,000.00 15,840.63 700,840.63 Total $9,960,000.00 $481,213.13 $10,441,213.13 $9,960,000.00 $3,177,818.21 $13,137,818.21 Yield Statistics Base date for Avg. Life & Avg. Coupon Calculation 6/01/2016 Average Life 6.911 Years Average Coupon 4.4310853% Weighted Average Maturity (Par Basis) 6.911 Years Weighted Average Maturity (Original Price Basis) 6.785 Years Refunding Bond Information Refunding Dated Date 6/01/2016 Refunding Delivery Date 6/01/2016 16 Util Sys Rev Ref (2/16 | SINGLE PURPOSE | 2/16/2016 | 5:54 PM Specialized Public Finance Inc. Austin, Texas Page 8 Page 364 of 540 City of Georgetown, Texas City Council Regula r Meeting April 26, 2016 SUBJECT: Forwarded fro m the G eo rgetown Economi c Devel o pment Corporati on (GEDCO): Fi rst Readi ng of an Ordinance amendi ng the 20 16 G eorg etow n Economi c Deve l opment Corporati on (“GEDCO”) B udget for the maintenance of the Texas Li fe-Sc i e nces Col l aborati on Center (“TLCC”) -- Leigh Wallace, Financ e Director (acti on r e qui red) ITEM SUMMARY: City Co uncil approved the Perfo rmance Agreement betwe e n GEDCO and TLCC on January 12 , 2 01 6. This agreeme nt requires GEDCO to pay to TLCC a cash grant of $1 00 ,00 0, referred to as the “Financial Incentive.” Therefore, this proposed budget amendment includes the additional expense o f $100,00 0 to Texas Life-Sciences Collaboration Ce nter and reduces total expenses for Eco nomic Develo pment P rojects by $10 0,0 00 . The net financial impact of this budge t amendment is $0. The above item was unkno wn at the time the 2 01 6 GEDCO budget was adopte d. The detailed distribution of the amendment is inc luded in Exhibit A. The Performance Agreement between GEDCO and TLCC was approved by City Council o n January 12, 2016. FINANCIAL IMPACT: NA SUBMITTED BY: Leigh Wallace, Finance Director - kj ATTACHMENT S: Description GEDCO Budget Amendment Ord inance GEDCO Budget Amendment Exhibit A Page 365 of 540 Ordinance Number:____________ Page 1 of 2 Description: Reorganization Budget Amendment Date Approved: May 10, 2016 ORDINANCE NO. __________________ AN ORDINANCE AMENDING THE 2016 GEORGETOWN ECONOMIC DEVELOPMENT CORPORATION ANNUAL BUDGET DUE TO APPROVED SPENDING OF AVAILABLE ECONOMIC DEVELOPMENT PROJECT FUNDS FOR THE TEXAS LIFE SCIENCES COLLABORATION CENTER THAT HAD NOT BEEN FINALIZED WHEN THE BUDGET WAS ADOPTED, AND REPEALING ALL ORDINANCES OR PARTS OF ORDINANCES IN CONFLICT THEREWITH. WHEREAS, the Georgetown Economic Development Corporation is funded through a portion of sales taxes in the City of Georgetown; and WHEREAS, the Georgetown Economic Development Corporation fiscal year 2016 operating budget includes $4,159,774 of funding available for Economic Development Projects; and WHEREAS, the changes were unknown and unforeseeable at the time the fiscal year 2016 budget was approved; and WHEREAS, the City Charter allows for changes in the Annual Operating Plan by a Council majority plus one in emergency situations; 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. SECTION 2. The amendment to the 2016 Georgetown Economic Development Corporation Budget expenses of conducting the affairs thereof, is in all things adopted and approved as an addition to the previously approved budget of the current revenues and expenses as well as fixed charges against said City for the fiscal year beginning October 1, 2015, and ending September 30, 2016. A copy of the amendment is attached hereto as Exhibit “A” incorporated by reference herein. SECTION 3. The total of $100,000 is hereby appropriated for payments to the Texas Life Sciences Collaboration Center and included in the Exhibit “A”. Page 366 of 540 Ordinance Number:____________ Page 2 of 2 Description: Reorganization Budget Amendment Date Approved: May 10, 2016 SECTION 4 All ordinances and resolutions, or parts of ordinances and resolutions, in conflict with this Ordinance are hereby repealed, and are no longer of any force and effect. This ordinance complies with the vision statement of the Georgetown 2030 Plan. SECTION 5. If any provision of this ordinance or application thereof to any person or circumstance, shall be held invalid, such invalidity shall not affect the other provisions, or application thereof, of this ordinance which can be given effect without the invalid provision or application, and to this end the provisions of this ordinance are hereby declared to be severable. SECTION 6. The Mayor is hereby authorized to sign this ordinance and the City Secretary to attest. This ordinance shall become effective upon adoption of its second and final reading by the City Council of the City of Georgetown, Texas. PASSED AND APPROVED on First Reading on the 26h day of April, 2016. PASSED AND APPROVED on Second Reading on the 10th day of May, 2016. ATTEST: THE CITY OF GEORGETOWN: ______________________ ______________________ Shelley Nowling By: Dale Ross City Secretary Mayor APPROVED AS TO FORM: ______________________ Charlie McNabb City Attorney Page 367 of 540 Georgetown Economic Development Corporation 2016 Approved Budget Impact of This Action 2016 Amended Budget Beginning Fund Balance 5,370,479$ -$ 5,370,479 Revenues Total Revenues 4,500,813 - 4,500,813 Expenses Economic Development Projects 4,159,774 (100,000) 4,059,774 Texas Life Sciences - 100,000 100,000 All Other Expenses 5,375,190 5,375,190 Total Expenses 9,534,964 - 9,534,964 Contingency Reserves 336,328 - 336,328 Available Ending Fund Balance -$ -$ -$ Total Increase in Expenditures -$ Net Decrease in Fund Balance -$ EXHIBIT A 2016 GEDCO Budget Amendment Proposed budget amendments include an increase in expenditures for Texas Life-Sciences Collaboration Center due to an agreement that was finalized in January 2016 and a reduction to the Economic Development Projects expenses. Page 368 of 540 City of Georgetown, Texas City Council Regula r Meeting April 26, 2016 SUBJECT: Fi rst Readi ng of an Ordinance amendi ng the 20 16 Annual Budget due to an approve d allo cation of General Fund Balance to the Counci l Di screti onary Fund as we ll as an allocation of Council Discretio nary Funds that had not be e n finalized when the budget was adopted, and repealing all o rdinances or parts of ordinanc es in conflict therewith. -- Leigh Wallace, Finance Directo r and Laurie Brewer, Assistant City Manager (acti on requi red) ITEM SUMMARY: In November 2 01 5, the City Council reviewed and discussed the General Fund 201 5 preliminary year-end fund balance. The General Fund 2 01 5 fund balance increased in December 2015 (preliminary ye ar-end) and was finalized at year-e nd in January 2016. This budget amendment includes the transfer from the General Fund to the Co uncil Discretionary Fund as follows: Council SRF (e st. during budget process) $5 15 ,71 4 2 01 6 Budgeted Amount Additional at pre liminary Year-End (Dec 2015) 1 89 ,42 9 Current Budget Amendme nt Additional at final Year-End (Jan 2016) 37 9,9 02 Current Budget Amendment Total Avai l abl e $1,085 ,04 5 On March 8, 20 16 , Co uncil approved the following items fo r funding out of the Co unc il Discretionary Fund: Economic Uncertainty Reserve $50 0,0 00 Current Budget Amendment P ersonnel Relate d Impacts 25 0,0 00 Current Budget Amendment Grace Heritage Ce nter – P hase I repairs 1 50 ,00 0 Current Budget Amendme nt Total Al l ocated $90 0,0 00 B al ance Remai ni ng $1 85 ,04 5 The above items we re unknown at the time the 20 16 budget was adopted. The detailed distribution of the amendment is included in the attachment to the ordinance. SP ECIAL CONSIDERATIONS The City Charter re qu ires th at a majority plus on e must a pp rove an amendment to the a pp roved budget. The City charter allows for bu dg et a mendments in emergen cy situa tions and when the issu e s a nd needs were unknown at the time the budget wa s a do pted. FINANCIAL IMPACT: The propo sed budget amendment transfers approved funds of $56 9,3 31 from the General Fund to the Council Discretionary Fund. Additionally, it transfers $5 00 ,00 0 from the Council Discretionary Fund to the General Fund for the Economic Uncertainty Reserve, $250,000 fro m the Council Discretionary Fund to the Joint Services Fund for perso nne l related impacts, and $150 ,00 0 from the Co uncil Disc re tionary Fund to the Ge ne ral Capital Pro jects Fund fo r the Grace Heritage Center P hase I Repairs. The inc rease in total budgeted expenditures for 2016 is $1,869,33 1, and the ne t decrease in Fund Balance is $400,000. The increase is funded through inter-fund transfers and fund balances available at the end of fiscal year 20 15 . SUBMITTED BY: Leigh Wallace, Finance Director and Laurie Brewer, Assistant City Manager - kj ATTACHMENT S: Description Co uncil Disc retio nary Ordinanc e Co uncil Disc retio nary Exhib it A Page 369 of 540 Ordinance Number:____________ Page 1 of 2 Description: Reorganization Budget Amendment Date Approved: May 10, 2016 ORDINANCE NO. __________________ AN ORDINANCE AMENDING THE 2016 ANNUAL BUDGET DUE TO AN APPROVED ALLOCATION OF GENERAL FUND BALANCE TO THE COUNCIL DISCRETIONARY FUND AS WELL AS AN ALLOCATION OF COUNCIL DISCRETIONARY FUNDS THAT HAD NOT BEEN FINALIZED WHEN THE BUDGET WAS ADOPTED, AND REPEALING ALL ORDINANCES OR PARTS OF ORDINANCES IN CONFLICT THEREWITH. WHEREAS, the City had a greater than anticipated ending Fund Balance in the General Fund for Fiscal Year 2015; and WHEREAS, the Council approved the transfer of this excess Fund Balance to the Council Discretionary Fund and identified items for funding that were approved on March 8, 2016; and WHEREAS, the changes were unknown and unforeseeable at the time the fiscal year 2016 budget was approved; and WHEREAS, the City Charter allows for changes in the Annual Operating Plan by a Council majority plus one in emergency situations; 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. SECTION 2. The amendment to the 2016 Annual Budget of the revenues of the City of Georgetown and expenses of conducting the affairs thereof, is in all things adopted and approved as an addition to the previously approved budget of the current revenues and expenses as well as fixed charges against said City for the fiscal year beginning October 1, 2015, and ending September 30, 2016. A copy of the amendment is attached hereto as Exhibit “A” incorporated by reference herein. SECTION 3. The total of $1,869,331 is hereby appropriated for payments of expenditures and payments of the funds and included in the Exhibit “A”. SECTION 4 Page 370 of 540 Ordinance Number:____________ Page 2 of 2 Description: Reorganization Budget Amendment Date Approved: May 10, 2016 All ordinances and resolutions, or parts of ordinances and resolutions, in conflict with this Ordinance are hereby repealed, and are no longer of any force and effect. This ordinance complies with the vision statement of the Georgetown 2030 Plan. SECTION 5. If any provision of this ordinance or application thereof to any person or circumstance, shall be held invalid, such invalidity shall not affect the other provisions, or application thereof, of this ordinance which can be given effect without the invalid provision or application, and to this end the provisions of this ordinance are hereby declared to be severable. SECTION 6. The Mayor is hereby authorized to sign this ordinance and the City Secretary to attest. This ordinance shall become effective upon adoption of its second and final reading by the City Council of the City of Georgetown, Texas. PASSED AND APPROVED on First Reading on the 26h day of April, 2016. PASSED AND APPROVED on Second Reading on the 10th day of May, 2016. ATTEST: THE CITY OF GEORGETOWN: ______________________ ______________________ Shelley Nowling By: Dale Ross City Secretary Mayor APPROVED AS TO FORM: ______________________ Charlie McNabb City Attorney Page 371 of 540 2016 Approved Impact of This Action 2016 Amended Budget Beginning Fund Balance 9,599,307$ -$ 9,599,307$ Revenues Transfer In, Council Discretionary - 500,000 500,000 All Other Revenue 52,742,323 - 52,742,323 Total Revenues 52,742,323 500,000 53,242,323 Expenses Transfer Out, Council Discretionary 515,714 569,331 1,085,045 All Other Expenses 53,731,729 - 53,731,729 Total Expenses 54,247,443 569,331 54,816,774 Contingency Reserve 7,925,000 - 7,925,000 Available Ending Fund Balance 169,187$ (69,331)$ 99,856$ General Capital Projects Fund 2016 Approved Impact of This Action 2016 Amended Budget Beginning Fund Balance 14,858,811$ -$ 14,858,811$ Revenues Transfer In, Council Discretionary - 150,000 150,000 All Other Revenue 35,011,899 - 35,011,899 Total Revenues 35,011,899 150,000 35,161,899 Expenditures Downtown & Facilities CIP 12,953,449 150,000 13,103,449 All Other Expenditures 34,102,100 - 34,102,100 Total Expenditures 47,055,549 150,000 47,205,549 Ending Fund Balance 2,815,161$ -$ 2,815,161$ General Fund EXHIBIT A 2016 Budget Amendment - Council Discretionary Proposed budget amendments include a $150,000 transfer in from the Council Discretionary Fund and a $150,000 expenditure for the Grace Heritage Center Phase I repairs. Proposed budget amendments include a $500,000 transfer in from the Council Discretionary Fund for the Economic Uncertainty Reserve as well as a total of $569,331 in transfers out to the Council Discretionary Fund as a result of the year-end 2015 General Fund Balance. Page 372 of 540 Joint Services Fund 2016 Approved Budget Impact of This Action 2016 Amended Budget Beginning Fund Balance 804,116$ -$ 804,116$ Revenues Transfer In, Council Discretionary - 250,000 250,000 All Other Revenue 14,435,514 - 14,435,514 Total Revenues 14,435,514 250,000 14,685,514 Expenditures Legal Department 887,345 250,000 1,137,345 All Other Expenditures 13,822,542 - 13,822,542 Total Expenditures 14,709,887 250,000 14,959,887 Ending Fund Balance 529,743$ -$ 529,743$ Council Discretionary Fund 2016 Approved Budget Impact of This Action 2016 Amended Budget Beginning Fund Balance -$ -$ -$ Revenues Transfer In, General Fund 515,714 569,331 1,085,045 Total Revenues 515,714 569,331 1,085,045 Expenditures Transfer Out, GCP - 150,000 150,000 Transfer Out, Joint Services - 250,000 250,000 Transfer Out, General Fund - 500,000 500,000 Total Expenditures - 900,000 900,000 Ending Fund Balance 515,714$ (330,669)$ 185,045$ Total Increase in Expenditures 1,869,331$ Net Decrease in Fund Balance 400,000$ Proposed budget amendments include a $250,000 transfer in from the Council Discretionary Fund and a $250,000 expenditure for personnel related impacts. Proposed budget amendments include a $569,331 transfer in from the General Fund as well as a $500,000 transfer out to the General Fund for the Economic Uncertainty Reserve, a $250,000 transfer out to the Joint Services Fund for personnel related impacts, and a $150,000 transfer out to the General Capital Projects Fund for the Phase I repairs of Grace Heritage Center. Page 373 of 540 City of Georgetown, Texas City Council Regula r Meeting April 26, 2016 SUBJECT: Fi rst Readi ng of an Ordinance amendi ng the 20 16 Annual Budget due to an approve d Capital Improvement Project for the addition of a si dew al k at IH35 Southbound Fro ntag e Road that had not been finalized when the budget was adopte d, and repealing all ordinances or parts of ordinances in co nflict therewith. -- Leigh Wallac e, Finance Director and Laurie Brewer, Assistant City Manager (acti on requi re d) ITEM SUMMARY: In February 2016, the City Co unc il reviewed and approved an additional Capital Improvement P roject to add a side walk at IH35 So uthbo und Frontage Road. The anticipated c ost of this pro ject is $600,000 and it will be funded thro ugh Bond P roceeds. The above item was unknown at the time the 20 16 budget was ado pted. The de taile d distribution o f the amendment is included in the attachments to the ordinance. SP ECIAL CONSIDERATIONS The City Ch arter requ ires that a majority plus one must ap pro v e an amendment to th e ap pro ved budget. The City charter a llows fo r budget amendments in emerg ency situa tion s and when the issu es an d needs were unknown at the time the budget wa s a do pted. FINANCIAL IMPACT: The pro pose d budget ame ndment increases Bond Proceeds Revenue by $600,000 and Streets CIP Expenditures by $600,000. The net impact to ending fund balance fo r the General Capital Projects fund is $0 . SUBMITTED BY: Leigh Wallace, Finance Director and Laurie Brewer, Assistant City Manager - kj ATTACHMENT S: Description S id ewalks Budget Amendment Ord inance S id ewalks Budget Amendment Exhibit A Page 374 of 540 Ordinance Number:____________ Page 1 of 2 Description: Sidewalks Budget Amendment Date Approved: May 10, 2016 ORDINANCE NO. __________________ AN ORDINANCE AMENDING THE 2016 ANNUAL BUDGET DUE TO AN APPROVED CAPITAL IMPROVEMENT PROJECT FOR THE ADDITION OF A SIDEWALK AT IH35 SOUTHBOUND FRONTAGE ROAD THAT HAD NOT BEEN FINALIZED WHEN THE BUDGET WAS ADOPTED, AND REPEALING ALL ORDINANCES OR PARTS OF ORDINANCES IN CONFLICT THEREWITH. WHEREAS, the Council approved the addition of a Capital Improvement Project to add a sidewalk at IH35 Southbound Frontage Road on February 9, 2016; and WHEREAS, the changes were unknown and unforeseeable at the time the fiscal year 2016 budget was approved; and WHEREAS, the City Charter allows for changes in the Annual Operating Plan by a Council majority plus one in emergency situations; 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. SECTION 2. The amendment to the 2016 Annual Budget of the revenues of the City of Georgetown and expenses of conducting the affairs thereof, is in all things adopted and approved as an addition to the previously approved budget of the current revenues and expenses as well as fixed charges against said City for the fiscal year beginning October 1, 2015, and ending September 30, 2016. A copy of the amendment is attached hereto as Exhibit “A” incorporated by reference herein. SECTION 3. The total of $600,000 is hereby appropriated for payments of expenditures and payments of the funds and included in the Exhibit “A”. SECTION 4 All ordinances and resolutions, or parts of ordinances and resolutions, in conflict with this Ordinance are hereby repealed, and are no longer of any force and effect. This ordinance complies with the vision statement of the Georgetown 2030 Plan. Page 375 of 540 Ordinance Number:____________ Page 2 of 2 Description: Sidewalks Budget Amendment Date Approved: May 10, 2016 SECTION 5. If any provision of this ordinance or application thereof to any person or circumstance, shall be held invalid, such invalidity shall not affect the other provisions, or application thereof, of this ordinance which can be given effect without the invalid provision or application, and to this end the provisions of this ordinance are hereby declared to be severable. SECTION 6. The Mayor is hereby authorized to sign this ordinance and the City Secretary to attest. This ordinance shall become effective upon adoption of its second and final reading by the City Council of the City of Georgetown, Texas. PASSED AND APPROVED on First Reading on the 26h day of April, 2016. PASSED AND APPROVED on Second Reading on the 10th day of May, 2016. ATTEST: THE CITY OF GEORGETOWN: ______________________ ______________________ Shelley Nowling By: Dale Ross City Secretary Mayor APPROVED AS TO FORM: ______________________ Charlie McNabb City Attorney Page 376 of 540 General Capital Projects Fund 2016 Approved Budget Impact of This Action 2016 Amended Budget Beginning Fund Balance 14,858,811$ -$ 14,858,811$ Revenues Bond Proceeds 29,850,000 600,000 30,450,000 All Other Revenues 5,161,899 - 5,161,899 Total Revenues 35,011,899 600,000 35,611,899 Expenditures Streets CIP 20,675,000 600,000 21,275,000 All Other Expenditures 26,380,549 - 26,380,549 Total Expenditures 47,055,549 600,000 47,655,549 Ending Fund Balance 2,815,161$ -$ 2,815,161$ Total Increase in Expenditures 600,000$ Net Decrease in Fund Balance -$ EXHIBIT A 2016 Budget Amendment - Sidewalks Proposed budget amendments include a $600,000 increase in Bond Proceeds (revenue) and Streets CIP (expenditures) for the addition of the IH35 Southbound Frontage Road sidewalk. Page 377 of 540 Page 378 of 540 City of Georgetown, Texas City Council Regula r Meeting April 26, 2016 SUBJECT: Publ i c Heari ng and Fi rst Readi ng of an Ordinanc e to Rezone approximately 17 8.8 3 acres of the William Addison Survey located at 1 82 1 SE Inner Loop from the Agric ulture (AG) and Residential Single-Family (RS) Districts to the P ublic Facility (PF) District -- Sofia Nelson, CNU-A, Planning Director (acti on r e qui red) ITEM SUMMARY: B ackground: The applicant has requested to rezone the subject site fro m the Agriculture (AG) and Reside ntial Single-Family (RS) Districts to the P ublic Facility (P F) Distric t. The property was annexed in 2 008 and assigned the default AG District. The requested rezoning would place the existing uses into the proper zoning district and correct their legal non-conforming status. Publ i c Comment: To date no written o r verbal comments in support o r against the applicant’s proposal have been received by staff. Pl anni ng and Zoni ng Commi ssi on: At their April 5 , 2 01 6 meeting, the P lanning and Zoning Commissioners recomme nde d appro val (6-0) of the rezo ning request. One person from the public had concerns with placing buildings on the open space/flood plain area. Staff stated that buildings were not being proposed in the open space/flood plain area and that a permit fro m FEMA and the City wo uld be required for future deve lo pment. Nobody fro m the public spo ke in favor or in o ppositio n of the request during the public hearing. Recommende d Mo ti on: Approval of the First Reading of an Ordinance rezoning appro ximately 17 8.83 acres in the William Addison Surve y fro m the AG and RS Districts to the P F District. FINANCIAL IMPACT: n/a SUBMITTED BY: Juan Enriquez, Planner and Sofia Nelson, CNU-A, P lanning Director ATTACHMENT S: Description S taff Report Exhib it 1 - Loc ation Map Exhib it 2 - Future Land Use Map Exhib it 3 - Zoning Map Ordinanc e Exhib it A - Loc ation Map Exhib it B - Legal Des c rip tion Page 379 of 540 Georgetown Planning Department Staff Report Wilco Georgetown Annex Rezoning Page 1 of 4 Report Date: March 30, 2016 File No: REZ-2016-005 Project Planner: Juan Enriquez, Planner Item Details Project Name: Williamson County Georgetown Annex Project Address: 1821 SE Inner Loop Location: SE Inner Loop between Southwestern Blvd and E. University Ave Total Acreage: Approximately 178 acres Legal Description: 178 acres of the William Addison Survey Applicant: Robert B. Daigh, P.E. Property Owner: Williamson County Contact: Robert B. Daigh, P.E. Existing Use: Williamson County Facilities/Vacant & Undeveloped Land Existing Zoning: Agriculture (AG) Proposed Zoning: Public Facility (PF) Future Land Use: Institutional Growth Tier: Tier 1B (Developing) Overview of Applicant’s Request The applicant has requested to rezone the subject site from the Agriculture (AG) District to the Public Facility (PF) District. The property was annexed in 2008 and assigned the default AG District. The requested rezoning would place the existing uses into the proper zoning district and correct their legal non-conforming status. Site Information Location: The property is located on SE Inner Loop between Southwestern Boulevard and FM 1460. Physical Characteristics: The property is approximately 178 acres in size and is generally flat with an open space area along the northern corner of the site. The majority of the property remains undeveloped with the exception of the Williamson County Juvenile Detention Center, Regional Animal Shelter and Children’s Advocacy Center. The primary means of access to the site is from SE Inner Loop. Page 380 of 540 Planning Department Staff Report Wilco Georgetown Annex Rezoning Page 2 of 4 Surrounding Properties: Location Zoning Future Land Use Existing Use North None. ETJ. Open Space Open Space South AG Mixed Use Community/Specialty Area Mixed Use Undeveloped vacant land East RS/AG/None.ETJ. Moderate Density Residential/Community Commercial Residences/Open Space/Horse Riding Stable West RS Mixed Use Community/Specialty Area Mixed Use Undeveloped AG land/Railroad ROW Property History The property was annexed into the City on December 9, 2008 (Annexation Ordinance 2008-84). The property is mostly undeveloped with the exception of the Williamson County government services. The property has remained zoned Agriculture (AG) since annexation. 2030 Comprehensive Plan Future Land Use: The 2030 Future Land Use category at this location is Institutional. The Institutional category is described in the 2030 Comprehensive Plan allows for individual or concentrations of government operations and uses, including government administration offices, libraries, police, fire and EMS services, airports, correctional facilities, etc. There is a small portion of the site that has an Open Space category along the north property line. The portion of the site that has this Open Space category will not be developed. Growth Tier: The 2030 Plan Growth Tier Map designation is Tier 1B (Developing). Tier 1B areas are presently in the City limits in areas that are generally under-served by infrastructure and where such service and facilities will likely be needed to meet the growth needs of the City once Tier 1A approaches buildout over the next ten years. Transportation The subject site’s inbound and outbound access is on SE Inner Loop. Future development of the site will continue to have access to SE Inner Loop. A Traffic Impact Analysis may be required with the submittal of a Site Development Review application to further analyze traffic impact. Utilities Water and wastewater are served by the City of Georgetown. Electric service is provided by the City of Georgetown and ONCOR. It is anticipated that there is adequate capacity to serve this property either by existing capacity or developer participation in upgrades to infrastructure. Page 381 of 540 Planning Department Staff Report Wilco Georgetown Annex Rezoning Page 3 of 4 Zoning District The existing zoning district for the site is Agriculture (AG). The district is intended to allow large rural residential development, agricultural and farming uses and may include lands that are relatively undeveloped. The AG district is also the default district for land newly annexed into the City but not yet placed in an appropriate zoning classification. Proposed Zoning District The Public Facility (PF) District is intended to provide a location for government and other public or quasi-public facility operations. These may include schools, parks, hospitals, airports, government offices, churches and other related uses. The PF District may contain uses that are allowed in both residential and non-residential districts and is subject to non-residential design and landscaping standards for compatibility with nearby or adjacent residential. Notable development standards: Maximum building height 45 feet Minimum front/street setback 25 feet Minimum rear setback to residential district 25 feet (0 setback when not next to residential) Bufferyard required between: • PF next to AG & RS Districts • A 10 foot wide planting area. 2 evergreen ornamental trees and 4 evergreen shrubs per each 50 linear feet Staff Analysis Findings Based on all the information presented, staff has made the following findings: 1. The subject property is developed with existing government uses and uses that would be permissible in the proposed PF district, alleviating legal non-conforming status of the existing uses with the exception of the regional animal shelter. 2. The zoning request of PF is appropriate at this location because it is supported by the existing Future Land Use of Institutional. Both the PF district and Institutional category have the same intent of providing government related uses. 3. Comprehensive Plan Section 1.4 (E) Public Safety states that Georgetown strives to be the standard for public safety through innovative and strategic planning, the utilization of viable emerging technologies, and the effective and efficient use of staffing, resources, and facilities. In this case, the rezoning will accomplish this goal by allowing the expansion of public safety services with the future development of the site. 4. The proposed rezoning promotes the health, safety, or general welfare of the City and County by providing facilities to ensure that Williamson County officials have access to adequate government administrative office space and resources. Page 382 of 540 Planning Department Staff Report Wilco Georgetown Annex Rezoning Page 4 of 4 5. There is sufficient capacity of City utilities to accommodate the proposed rezoning from AG to PF District since a government related use was already anticipated with the Future Land Use of Institutional. Staff Recommendation Staff recommends approval of the applicant’s request based on the above-mentioned findings. Public Comments As required by the Unified Development Code, all property owners within a 200 foot radius of the subject property and within City jurisdiction (35 notices mailed) were notified of the rezoning application, a legal notice advertising the public hearing was placed in the Sun Newspaper and signs were posted on-site. To date, staff has received two phone calls requesting general information about the rezoning application. No written or verbal comments in support or against the applicant’s proposal have been received by staff. Attachments Exhibit 1 – Location Map Exhibit 2 – Future Land Use Map Exhibit 3 – Zoning Map Page 383 of 540 CITY OF G E O R G E T O W N G e o r g e t o w n E T J S M A IN S T INDUS T R I A L AVE S AUSTIN AVE SN E A D D R S E I N N E R L O O P R O C K R I D E L N M A P L E S T S A M H O U S T O N A V E FM146 0 REZ-2016-005 REZ-2016-005Exhibit #1 Coordinate System: Texas State Plane/Central Zone/NAD 83/US FeetCartographic Data For General Planning Purposes Only 0 0.5 1Miles ¯ Le ge ndSiteParcelsCity LimitsGeorgetown ETJ Location Map Page 384 of 540 S E I N N E R L O O P S O UT H W E S T E R N B LVD BLUE S P RINGS BLV D M A P L E S T E U N I V E R S I T Y A V E F M 1 4 6 0 S AUSTIN AVE H U T T O R D S A U S T I N AV E SOUTHWESTERN BLVD G e o r g e t o w n E T J REZ-2016-005 Coordinate System: Texas State Plane/Central Zone/NAD 83/US FeetCartographic Data For General Planning Purposes Only ¯ Future Land Use / Overall Transportation Plan Exhibit #2 REZ-2016 -005 LegendSiteParcelsCity Lim itsGeorgetown ETJ Legend Thoroughfare Future Land Use Institutional Regional Commercial Community Commercial Em ployment Center Low Density Residential Mining Mixed Use Community Mixed Use Neighborhood Center Moderate Density Residential Open Space Specialty Mixed Use Area Ag / Rural Residential Existing Collector Existing Freeway Existing Major Arterial Existing Minor Arterial Existing Ramp Proposed Collector Proposed Freeway Propsed Frontage Road Proposed Major Arterial Proposed Minor Arterial Proposed Railroad High Density Residential 0 0.5 1Mile Page 385 of 540 S E I N N E R L O O P S O UT H W E S T E R N B LVD BLUE S P RINGS BLV D M A P L E S T E U N I V E R S I T Y A V E F M 1 4 6 0 S AUSTIN AVE H U T T O R D S A U S T I N AV E SOUTHWESTERN BLVD C I T Y O F G E O R G E T O W N C I T Y O F G E O R G E T O W N CITYOFGEORGETOWN C I T Y O F G E O R G E TOWN C I T Y O F G E O R G E T O W N C I T Y O F G E O R G E T O W N REZ-2016-005 Zoning InformationREZ-2016-005Exhibit #3 ¯ Coordinate System: Texas State Plane/Central Zone/NAD 83/US FeetCartographic Data For General Planning Purposes Only 0 0.5 1 Miles Le ge ndSiteParcelsCity LimitsGeorgetown ETJ Page 386 of 540 Ordinance Number: ___________________ Page 1 of 2 Description: Rezone 178 acres of the William Addison Survey Case File #: REZ-2016-005 Date Approved: __________________ Exhibits A-B Attached ORDINANCE NO. _____________________ An Ordinance of the City Council of the City of Georgetown, Texas, amending part of the Official Zoning Map to rezone approximately 178 acres of the William Addison Survey from the Agriculture (AG) and Residential Single-Family (RS) Districts to the Public Facility (PF) District; repealing conflicting ordinances and resolutions; including a severability clause; and establishing an effective date. Whereas, an application has been made to the City for the purpose of amending the Official Zoning Map, adopted on the 12th day of June, 2012, for the specific Zoning District classification of the following described real property ("The Property"): 178 acres in the William Addison Survey in Williamson County, Georgetown, Texas, hereinafter referred to as "The Property"; and Whereas, the City Council has submitted the proposed amendment to the Official Zoning Map to the Planning and Zoning Commission for its consideration at a public hearing and for its recommendation or report; and Whereas, public notice of such hearing was accomplished in accordance with State Law and the City’s Unified Development Code through newspaper publication, signs posted on the Property, and mailed notice to nearby property owners; and Whereas, the Planning and Zoning Commission, at a meeting on April 5, 2016, held the required public hearing and submitted a recommendation of approval to the City Council for the requested rezoning of the Property; and Whereas, the City Council, at a meeting on April 26, 2016, held an additional public hearing prior to taking action on the requested rezoning of the Property. 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 vision, goals, and policies of the Georgetown 2030 Comprehensive Plan and further finds that the enactment of this Ordinance is not inconsistent or in conflict with any other policies or provisions of the 2030 Comprehensive Plan and the City’s Unified Development Code. Page 387 of 540 Ordinance Number: ___________________ Page 2 of 2 Description: Rezone 178 acres of the William Addison Survey Case File #: REZ-2016-005 Date Approved: __________________ Exhibits A-B Attached Section 2. The Official Zoning Map, as well as the Zoning District classification(s) for the Property is hereby amended from the Agriculture (AG) and Residential Single-Family (RS) Districts to the Public Facility (PF) District, in accordance with the attached Exhibit A (Location Map) and Exhibit B (Legal Description) and incorporated herein by reference. 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 in accordance with the provisions of state law and the City Charter of the City of Georgetown. APPROVED on First Reading on the 26th day of April, 2016. APPROVED AND ADOPTED on Second Reading on the 10th day of May, 2016. THE CITY OF GEORGETOWN: ATTEST: ______________________ _________________________ Dale Ross Shelley Nowling Mayor City Secretary APPROVED AS TO FORM: ______________________ Charlie McNabb City Attorney Page 388 of 540 CITY OF G E O R G E T O W N G e o r g e t o w n E T J S M A I N S T INDUS T R I A L AVE S A U S T I N A V E SN E A D D R SE INNER LO O P R O C K R I D E L N M A P L E S T S A M H O U S T O N A V E FM146 0 REZ-2016-005 REZ-2016-005Exhibit A Coordinate System: Texas State Plane/Central Zone/NAD 83/US FeetCartographic Data For General Planning Purposes Only 0 0.5 1Miles ¯ LegendSiteParcelsCity LimitsGeorgetown ETJ Location Map Page 389 of 540 Page 390 of 540 Page 391 of 540 Page 392 of 540 Page 393 of 540 Page 394 of 540 Page 395 of 540 City of Georgetown, Texas City Council Regula r Meeting April 26, 2016 SUBJECT: Publ i c Heari ng and Fi rst Readi ng of an Ordinanc e to Rezone approximately 54 .13 ac res o f the William Addison Survey located at 2 91 0 SE Inner Loop from the Agric ulture (AG) District to the P ublic Facility (P F) District -- Sofia Nelson, CNU-A, P lanning Director (acti on requi red) ITEM SUMMARY: B ackground: The applicant has requested to rezone the site from the Agriculture (AG) District to the Public Facility (PF) District. The property was annexed in 2 00 8 and assigned the default AG District. The P ublic Fac ilities District (P F) is intended to provide a location for go vernment and other public or quasi-public facility operations. These may include schools, public parks, hospitals, airports, go vernment offices, churches and o ther related uses, but would no t include industrial facilitie s or storage yards. Some uses allo wed in this district might generate heavy traffic vo lumes and high-intensity operatio ns. The P F District shall c ontain uses that are allowed in both residential and non-reside ntial districts and is subject to non- residential design and landsc aping standards for co mpatibility with nearby or adjacent residential uses. No ne w construction is pro posed on this location at this time. Publ i c Comment: To date, no written o r verbal comments in support o r against the applicant’s proposal have been received by staff. Pl anni ng and Zoni ng Commi ssi on: At their April 5 , 2 01 6 meeting, the P lanning and Zoning Commissioners recomme nde d appro val (6-0) of the rezo ning request. Nobody fro m the public spoke in favor o r in o ppositio n of the request at the public hearing. Recommended Mo ti on: Approval of the First Reading of an Ordinance rezoning appro ximately 54.1 3 acres in the William Addison Survey fro m the AG District to the P F District. FINANCIAL IMPACT: N/A SUBMITTED BY: Juan Enriquez, Planner and Sofia Nelson, CNU-A, P lanning Director ATTACHMENT S: Description S taff Report Exhib it 1 - Loc ation Map Exhib it 2 - Future Land Use Map Exhib it 3 - Zoning Map Ordinanc e Exhib it A - Loc ation Map Exhib it B - Legal Des c rip tion Page 396 of 540 Georgetown Planning Department Staff Report Wilco North Campus - East Rezoning Page 1 of 4 Report Date: March 31, 2016 File No: REZ-2016-006 Project Planner: Juan Enriquez, Planner Item Details Project Name: Williamson County North Campus - East Project Address: 2910 SE Inner Loop Location: SE Inner Loop between Southwestern Blvd and E. University Ave Total Acreage: Approximately 54.13 acres Legal Description: 54.13 acres of the William Addison Survey Applicant: Robert B. Daigh, P.E. Property Owner: Williamson County Contact: Robert B. Daigh, P.E. Existing Use: Vacant & Undeveloped Land Existing Zoning: Agriculture (AG) Proposed Zoning: Public Facility (PF) Future Land Use: Mixed Use Community Growth Tier: Tier 1B (Developing) Overview of Applicant’s Request The applicant has requested to rezone the site from the Agriculture (AG) District to the Public Facility (PF) District. The property was annexed in 2008 and assigned the default AG District. The requested rezoning would provide the property owner with permitted uses allowed by the PF District similar to other Williamson County owned properties along SE Inner Loop. No new construction is proposed on this location at this time. Site Information Location: The subject site is located on SE Inner Loop directly adjacent to Rockridge Lane and Carlson Cove. Physical Characteristics: The subject site is approximately 54.13 acres in size and it is generally flat. The site has approximately 3,000 feet of street frontage along SE Inner Loop. Current primary inbound and outbound access is along Carlson Cove. Page 397 of 540 Planning Department Staff Report Wilco North Campus – East Rezoning Page 2 of 4 Surrounding Properties: Location Zoning Future Land Use Existing Use North RS Moderate Density Residential Residences South AG/PF Mixed Use Community/Institutional James E. Mitchell Elementary School East AG Mixed Use Community Undeveloped AG land West AG Institutional County Maintenance Facilities Yard Property History The property was annexed into the City on December 9, 2008 (Annexation Ordinance 2008-85). The property is vacant and undeveloped. The property has remained zoned Agriculture (AG) since annexation. 2030 Comprehensive Plan Future Land Use: The 2030 Future Land Use category for this subject site is Mixed Use Community. The Mixed Use Community category is described in the 2030 Comprehensive Plan as appropriate for larger scale, creatively planned communities, where a mix of residential types and densities are complemented by supporting retail and small to medium scale office development. This category also encourages more compact, sustainable development patterns that reduce auto trips, increase connectivity and encourage walking and use of transit. Growth Tier: The 2030 Plan Growth Tier Map designation is Tier 1B (Developing). Tier 1B areas are presently in the City limits in areas that are generally under-served by infrastructure and where such service and facilities will likely be needed to meet the growth needs of the City once Tier 1A approaches buildout over the next ten years. Transportation The site’s primary inbound and outbound access is on Carlson Cove via Rockridge Lane. A Traffic Impact Analysis (TIA) was not deemed necessary for review of this rezoning since there is no proposed development on site at this time. Should any new development be proposed in the future, and a site plan is submitted, trip generation will be reviewed at that time, possibly triggering the need for a TIA. Utilities Water and wastewater are served by the City of Georgetown. Electric service is provided by the City of Georgetown and ONCOR. It is anticipated that there is adequate capacity to serve this property either by existing capacity or developer participation in upgrades to infrastructure. Page 398 of 540 Planning Department Staff Report Wilco North Campus – East Rezoning Page 3 of 4 Zoning District The existing zoning district for the site is Agriculture (AG). The district is intended to allow large rural residential development, agricultural and farming uses and may include lands that are relatively undeveloped. The AG district is also the default district for land newly annexed into the City but not yet placed in an appropriate zoning classification. Proposed Zoning District The Public Facility (PF) District is intended to provide a location for government and other public or quasi-public facility operations. These may include schools, parks, hospitals, airports, government offices, churches and other related uses. The PF District may contain uses that are allowed in both residential and non-residential districts and is subject to non-residential design and landscaping standards for compatibility with nearby or adjacent residential. Notable development standards: Maximum building height 45 feet Minimum front/street setback 25 feet Minimum rear setback to residential district 25 feet (0 setback when not next to residential) Bufferyard required between: • PF next to AG & RS Districts • A 10 foot wide planting area. 2 evergreen ornamental trees and 4 evergreen shrubs per each 50 linear feet Staff Analysis Findings Based on all the information presented, staff has made the following findings: 1. The Future Land Use designation of Mixed Use Community supports the PF District at this location since the future development and consolidation of County owned buildings will be placed in a central location which will reduce vehicle trips. 2. The rezoning of the property to PF is appropriate at this location as this area of the City (along SE Inner Loop) already has established Williamson County offices and will create a cluster of government and other public quasi-public facility operations as intended by the district. 3. The proposed rezoning promotes the health, safety, or general welfare of the City and County by providing facilities to ensure that Williamson County officials have access to adequate government administrative office space and resources. 4. There is sufficient capacity of City utilities to accommodate the proposed rezoning from AG to PF District. Page 399 of 540 Planning Department Staff Report Wilco North Campus – East Rezoning Page 4 of 4 Staff Recommendation Staff recommends approval of the applicant’s request based on the above-mentioned findings. Public Comments As required by the Unified Development Code, all property owners within a 200 foot radius of the subject property and within City jurisdiction (17 notices mailed) were notified of the rezoning application, a legal notice advertising the public hearing was placed in the Sun Newspaper and signs were posted on-site. To date, staff has received one email from a neighbor requesting general information about the rezoning application. No written or verbal comments in support or against the applicant’s proposal have been received by staff. Attachments Exhibit 1 – Location Map Exhibit 2 – Future Land Use Map Exhibit 3 – Zoning Map Page 400 of 540 E U n i v e r s i t y A v e Southw ester n B l v d E U n i v e r s it y A v e SE Inner Loop S a m H o u s t o n A ve ¬«130 S E I n n e r L o o p SamHoustonAve South w e st e r n B l v d ")1460 R o c k ri d e L n ")1460 REZ-2016-006Exhibit #1 Co ordinate System : Texas State Plane/Central Zone/NAD 83/US FeetCartographic Data For General Planning Purposes Only ¯ Location Map 0 0.5 1Mi Le ge ndSiteParcelsCity LimitsGeorgetown ETJ Page 401 of 540 E U n i v e r s i t y A v e Southw ester n B l v d E U n i v e r s it y A v e SE Inner Loop S a m H o u s t o n A ve ¬«130 S E I n n e r L o o p SamHoustonAve South w e st e r n B l v d ")1460 R o c k ri d e L n ")1460 G e o r g e t o w n E T J REZ-2016-006 Coordinate System: Texas St at e Plane/Centr al Zone/NAD 83/US FeetCartographic Data For General Planning Purposes Only ¯ Future Land Use / Overall Transportation Plan Exhibit #2 REZ-2016-006 LegendSiteParcelsCity LimitsGeorgetown ETJ Legend Thoroughfare Future Land Use Institutional Regional Comm ercial Community Comm ercial Employm ent Center Low Density Residential Mining Mixed Use Comm unity Mixed Use Neighborhood Center Moderate Density Residential Open Space Specialty Mixed Use Area Ag / Rural Residential Existing Collector Existing Freeway Existing Major Arterial Existing Minor Arterial Existing Ramp Proposed Collector Proposed Freeway Propsed Frontage Road Proposed Major Arterial Proposed Minor Arterial Proposed Railroad High Density Residential 0 0.5 1Mile Page 402 of 540 E U n i v e r s i t y A v e Southw ester n B l v d E U n i v e r s it y A v e SE Inner Loop S a m H o u s t o n A ve ¬«130 S E I n n e r L o o p SamHoustonAve South w e st e r n B l v d ")1460 R o c k ri d e L n ")1460 C I T Y O F G E O R G E T OW N C I T Y O F G E O R G E T O W N C I T Y O F G E O R G E T O W N CITYOFGEORGETOWN C I T Y O F G E O R G E T O W N CITY O F G E O R G E T O W N C I T Y O F G E O R G E T O W N REZ-2016-006 Zoning InformationREZ-2016-006Exhibit #3 Co ordinate System : Texas State Plane/Central Zone/NAD 83/US FeetCartographic Data For General Planning Purposes Only Le ge ndSiteParcelsCity LimitsGeorgetown ETJ 0 0.5 1Mile ¯ Page 403 of 540 Ordinance Number: ___________________ Page 1 of 2 Description: Rezone 54.13 acres of the William Addison Survey Case File #: REZ-2016-006 Date Approved: __________________ Exhibits A-B Attached ORDINANCE NO. _____________________ An Ordinance of the City Council of the City of Georgetown, Texas, amending part of the Official Zoning Map to rezone approximately 54.13 acres of the William Addison Survey from the Agriculture (AG) District to the Public Facility (PF) District; repealing conflicting ordinances and resolutions; including a severability clause; and establishing an effective date. Whereas, an application has been made to the City for the purpose of amending the Official Zoning Map, adopted on the 12th day of June, 2012, for the specific Zoning District classification of the following described real property ("The Property"): 54.13 acres in the William Addison Survey in Williamson County, Georgetown, Texas, hereinafter referred to as "The Property"; and Whereas, the City Council has submitted the proposed amendment to the Official Zoning Map to the Planning and Zoning Commission for its consideration at a public hearing and for its recommendation or report; and Whereas, public notice of such hearing was accomplished in accordance with State Law and the City’s Unified Development Code through newspaper publication, signs posted on the Property, and mailed notice to nearby property owners; and Whereas, the Planning and Zoning Commission, at a meeting on April 5, 2016, held the required public hearing and submitted a recommendation of approval to the City Council for the requested rezoning of the Property; and Whereas, the City Council, at a meeting on April 26, 2016, held an additional public hearing prior to taking action on the requested rezoning of the Property. 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 vision, goals, and policies of the Georgetown 2030 Comprehensive Plan and further finds that the enactment of this Ordinance is not inconsistent or in conflict with any other policies or provisions of the 2030 Comprehensive Plan and the City’s Unified Development Code. Page 404 of 540 Ordinance Number: ___________________ Page 2 of 2 Description: Rezone 54.13 acres of the William Addison Survey Case File #: REZ-2016-006 Date Approved: __________________ Exhibits A-B Attached Section 2. The Official Zoning Map, as well as the Zoning District classification(s) for the Property is hereby amended from the Agriculture (AG) District to the Public Facility (PF) District, in accordance with the attached Exhibit A (Location Map) and Exhibit B (Legal Description) and incorporated herein by reference. 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 in accordance with the provisions of state law and the City Charter of the City of Georgetown. APPROVED on First Reading on the 26th day of April, 2016. APPROVED AND ADOPTED on Second Reading on the 10th day of May, 2016. THE CITY OF GEORGETOWN: ATTEST: ______________________ _________________________ Dale Ross Shelley Nowling Mayor City Secretary APPROVED AS TO FORM: ______________________ Charlie McNabb City Attorney Page 405 of 540 E University Ave Southw ester n B l v d E U n i v e r s it y A v e SE I n n e r L o o p S a m H o u s t o n A ve ¬«130 SE Inner Lo o p SamHoustonAve South w e st e r n B l v d ")1460 R o c k r i d e L n ")1460 REZ-2016-006Exhibit A Coordinate System: Texas State Plane/Central Zone/NAD 83/US FeetCartographic Data For General Planning Purposes Only ¯ Location Map 0 0.5 1Mi LegendSiteParcelsCity LimitsGeorgetown ETJ Page 406 of 540 Page 407 of 540 Page 408 of 540 Page 409 of 540 Page 410 of 540 Page 411 of 540 Page 412 of 540 City of Georgetown, Texas City Council Regula r Meeting April 26, 2016 SUBJECT: Publ i c Heari ng and Fi rst Readi ng of an Ordinanc e to Rezone approximately 63 .09 ac res o f the William Addison Survey located at 3 15 1 SE Inner Loop from the Agric ulture (AG) District to the P ublic Facility (P F) District -- Sofia Nelson, CNU-A, P lanning Director (acti on requi red) ITEM SUMMARY: B ackground: The applicant has requested to rezone the site (four lots) fro m the Agriculture (AG) District to the Public Fac ility (P F) District. The no rthern three lots we re annexed in 1995 and assigned the default AG District. The remaining approximately 32-acre lot was annexed in 20 08 and assigned the default AG District. The requested rezoning wo uld place the existing uses into the proper zoning district and co rrect their legal non-conforming status. Publ i c Comment: To date, no written o r verbal comments in support o r against the applicant’s proposal have been received by staff. Pl anni ng and Zoni ng Commi ssi on: At their April 5 , 2 01 6 meeting, the P lanning and Zoning Commissioners recomme nde d appro val (6-0) of the rezo ning request. Nobody fro m the public spoke in favor o r in o ppositio n of the request during the public hearing. Recommended Mo ti on: Approval of the First Reading of an Ordinance rezo ning approximately 63.0 9 acres o f the William Addison Surve y fro m the AG District to the P F District. FINANCIAL IMPACT: n/a SUBMITTED BY: Juan Enriquez, Planner and Sofia Nelson, CNU-A, P lanning Director ATTACHMENT S: Description S taff Report Exhib it 1 - Loc ation Map Exhib it 2 - Future Land Use Map Exhib it 3 - Zoning Map Ordinanc e Exhib it A - Loc ation Map Exhib it B - Legal Des c rip tion Page 413 of 540 Georgetown Planning Department Staff Report Wilco North Campus Rezoning Page 1 of 4 Report Date: March 31, 2016 File No: REZ-2016-007 Project Planner: Juan Enriquez, Planner Item Details Project Name: Williamson County North Campus Project Address: 3151 SE Inner Loop Location: SE Inner Loop between Southwestern Blvd and E. University Ave Total Acreage: 63.09 acres (Four lots) Legal Description: 63.09 acres of the William Addison Survey Applicant: Robert B. Daigh, P.E. Property Owner: Williamson County Contact: Robert B. Daigh, P.E. Existing Use: Facilities Maintenance Yard/Vacant & Undeveloped Land Existing Zoning: Agriculture (AG) Proposed Zoning: Public Facility (PF) Future Land Use: Institutional (Pending final approval of CPA-2016-001 application) Growth Tier: Tier 1B Overview of Applicant’s Request The applicant has requested to rezone the site (four lots) from the Agriculture (AG) District to the Public Facility (PF) District. The northern three lots were annexed in 1995 and assigned the default AG District. The remaining approximately 32-acre lot was annexed in 2008 and assigned the default AG District. The requested rezoning would place the existing uses into the proper zoning district and correct their legal non-conforming status. Site Information Location: The subject site is located west of SE Inner Loop, south of E. University Avenue and is comprised of four separate properties. Physical Characteristics: The northern portion of the property is approximately 1,344’ x 948’ with few trees and shrubs. It is generally flat and devoid of any discernible natural features. The primary means of access to the subject site is from SE Inner Loop. Additionally there are two residential street stubs along the north property line (Mottey Street and Tulle Lane) within “Highcrest Meadows” subdivision that are currently fenced off. The southern portion of the subject site is developed with a facilities maintenance yard for Williamson County vehicles and ancillary uses. Page 414 of 540 Planning Department Staff Report Wilco North Campus Rezoning Page 2 of 4 Surrounding Properties: Location Zoning Future Land Use Existing Use North (RS) Single-Family Residential Moderate Density Residential Single-Family Residences South (AG) Agriculture Institutional Electrical Substation East (AG) Agriculture Mixed Use Community Undeveloped land West (AG) Agriculture Moderate Density Residential Horse Riding Stables Property History The three northern properties were annexed into the City on August 8, 1995 (Annexation Ordinance 1995-34). The larger southern lot (approximately 32-acres) was annexed into the City on December 9, 2008 (Annexation Ordinance 2008-86). The properties were zoned AG upon annexation and remain so to the present day. Several government buildings used by Williamson County for a facilities maintenance yard and administrative offices for their Road & Bridge Division built while under the ETJ. A Comprehensive Plan Amendment application (CAP-2016-001) is being processed concurrently with this application for the northern three lots (Moderate Density Residential to Institutional). The northern three lots have received P&Z approval (3-1-16) and City Council First Reading approval (3-22-16). The City Council Second Reading for the CPA is scheduled for April 12, 2016 for final approval. 2030 Comprehensive Plan Future Land Use: Pending City Council Second Reading CPA approval (4-12-16) from MDR to Institutional, the 2030 Future Land Use category for this site is Institutional. The Institutional category as described in the 2030 Comprehensive Plan anticipates individual or concentrated government operations and uses, including government administration offices, libraries, police, fire and EMS services, airports, correctional facilities, etc. Growth Tier: The 2030 Plan Growth Tier Map designation is Tier 1B (Developing). Tier 1B areas are presently in the City limits in areas that are generally under-served by infrastructure and where such service and facilities will likely be needed to meet the growth needs of the City once Tier 1A approaches buildout over the next ten years. Transportation The subject site’s inbound and outbound access is on SE Inner Loop. There are two residential street stubs along the north property line (Mottey Street and Tulle Lane). The extension of these residential street stubs will not be required by the City if the applicant is not required to plat. Page 415 of 540 Planning Department Staff Report Wilco North Campus Rezoning Page 3 of 4 SE Inner Loop is identified as an existing minor alterial road. A minor arterial is a road whose main purpose is to serve as a major route through and between different areas of the City. A Traffic Impact Analysis may be required with the submittal of a Site Development Review application to further analyze traffic impact. Utilities Water and wastewater are served by the City of Georgetown. Electric service is provided by the City of Georgetown and ONCOR. It is anticipated that there is adequate capacity to serve this property either by existing capacity or developer participation in upgrades to infrastructure. Zoning District The existing zoning district for the site is Agriculture (AG). The district is intended to allow large rural residential development, agricultural and farming uses and may include lands that are relatively undeveloped. The AG district is also the default district for land newly annexed into the City but not yet placed in an appropriate zoning classification. Proposed Zoning District The Public Facility (PF) District is intended to provide a location for government and other public or quasi-public facility operations. These may include schools, parks, hospitals, airports, government offices, churches and other related uses. The PF District may contain uses that are allowed in both residential and non-residential districts and is subject to non-residential design and landscaping standards for compatibility with nearby or adjacent residential. Notable development standards: Maximum building height 45 feet Minimum front/street setback 25 feet Minimum rear setback to residential district 25 feet (0 setback when not next to residential) Bufferyard required between: • PF next to AG & RS Districts • A 10 foot wide planting area. 2 evergreen ornamental trees and 4 evergreen shrubs per each 50 linear feet Staff Analysis Findings Based on all the information presented, staff has made the following findings: 1. The property is developed with a facilities maintenance yard and government related uses that would be permissible in the proposed district, alleviating legal non-conforming status of the existing uses. Page 416 of 540 Planning Department Staff Report Wilco North Campus Rezoning Page 4 of 4 2. The zoning request of Public Facility is appropriate at this location because it is supported by the existing Future Land Use of Institutional. Both the PF district and Institutional category have the same intent of providing government related type land uses. 3. Comprehensive Plan Section 1.4 (E) Public Safety states that Georgetown strives to be the standard for public safety through innovative and strategic planning, the utilization of viable emerging technologies, and the effective and efficient use of staffing, resources, and facilities. In this case, the rezoning will accomplish this goal by allowing the expansion of public safety services with the future development of the site. 4. The proposed rezoning promotes the health, safety, or general welfare of the City and County by providing facilities to ensure that the County’s EMS and law enforcement officials have access to adequate training facilities, equipment and resources. 5. There is sufficient capacity of City utilities to accommodate the proposed rezoning from AG to PF District. Staff Recommendation Pending approval of CPA-2016-001, staff recommends approval of the applicant’s request based on the above-mentioned findings. Public Comments As required by the Unified Development Code, all property owners within a 200 foot radius of the subject property and within City jurisdiction (14 notices mailed) were notified of the rezoning application, a legal notice advertising the public hearing was placed in the Sun Newspaper and signs were posted on-site. To date, no written or verbal comments in support or against the applicant’s proposal have been received by staff. Attachments Exhibit 1 – Location Map Exhibit 2 – Future Land Use Map Exhibit 3 – Zoning Map Page 417 of 540 E U n i v e r s i t y Av e N Au st i n Av e N Au st i n Av e Southwester n B l v d E U n i v e r s it y A v e NE Inner Loop SE Inner Loop NColleg e St N Au st i n Av e S a m H o u s t o n A ve ¬«130 S E I n n e r L o o p SamHoustonAve South w e st e r n B l v d ")1460 S A us ti n A ve R o c k ri d e L n EMorro w St ")1460 REZ-2016-007 G e o r g e t o w n E T J (River/Stream) REZ-2016-007Exhibit #1 Coordinate System: Texas State Plane/Central Zone/NAD 83/US FeetCartographic Data For General Planning Purposes Only ¯ Le ge ndSiteParcelsCity LimitsGeorgetown ETJ Location Map 0 0.5 1Mile Page 418 of 540 E U n i v e r s i t y A v e N Austin Ave N A us tin Ave Southw ester n B l v d E U n i v e r s it y A v e NE Inner Loop SE Inner Loop NColleg e St N Austin Ave S a m H o u s t o n A ve ¬«130 S E I n n e r L o o p SamHoustonAve South w e st e r n B l v d ")1460 S Au sti n Ave R o c k ri d e L n EMorro w St ")1460 REZ-2016-007 (River/Stream) Coordinate System: Texas State Plane/Central Zone/NAD 83/US FeetCartographic Data For General Planning Purposes Only ¯ Future Land Use / Overall Transportation Plan Exhibit #2 REZ-2016-007 LegendSiteParcelsCity LimitsGeorgetown ETJ Legend Thoroughfare Future Land Use Institutional Regional Commercial Community Commercial Employment Center Low Density Residential Mining Mixed Use Community Mixed Use Neighborhood Center Moderate Density Residential Open Space Specialty Mixed Use Area Ag / Rural Residential Existing Collector Existing Freeway Existing Major Arterial Existing Minor Arterial Existing Ramp Proposed Collector Proposed Freeway Propsed Frontage Road Proposed Major Arterial Proposed Minor Arterial Proposed Railroad High Density Residential 0 0.5 1Mile Page 419 of 540 E U n i v e r s i t y Av e N Au st i n Av e N Au st i n Av e Southwester n B l v d E U n i v e r s it y A v e NE Inner Loop SE Inner Loop NColleg e St N Au st i n Av e S a m H o u s t o n A ve ¬«130 S E I n n e r L o o p SamHoustonAve South w e st e r n B l v d ")1460 S A us ti n A ve R o c k ri d e L n EMorro w St ")1460 (River/Stream) REZ-2016-007 Zoning InformationREZ-2016-007Exhibit #3 Coordinate System: Texas State Plane/Central Zone/NAD 83/US FeetCartographic Data For General Planning Purposes Only Le ge ndSiteParcelsCity LimitsGeorgetown ETJ 0 0.5 1Mile ¯ Page 420 of 540 Ordinance Number: ___________________ Page 1 of 2 Description: Rezone 63.09 acres of the William Addison Survey Case File #: REZ-2016-007 Date Approved: __________________ Exhibits A-B Attached ORDINANCE NO. _____________________ An Ordinance of the City Council of the City of Georgetown, Texas, amending part of the Official Zoning Map to rezone approximately 63.09 acres of the William Addison Survey from the Agriculture (AG) District to the Public Facility (PF) District; repealing conflicting ordinances and resolutions; including a severability clause; and establishing an effective date. Whereas, an application has been made to the City for the purpose of amending the Official Zoning Map, adopted on the 12th day of June, 2012, for the specific Zoning District classification of the following described real property ("The Property"): 63.09 acres in the William Addison Survey in Williamson County, Georgetown, Texas, hereinafter referred to as "The Property"; and Whereas, the City Council has submitted the proposed amendment to the Official Zoning Map to the Planning and Zoning Commission for its consideration at a public hearing and for its recommendation or report; and Whereas, public notice of such hearing was accomplished in accordance with State Law and the City’s Unified Development Code through newspaper publication, signs posted on the Property, and mailed notice to nearby property owners; and Whereas, the Planning and Zoning Commission, at a meeting on April 5, 2016, held the required public hearing and submitted a recommendation of approval to the City Council for the requested rezoning of the Property; and Whereas, the City Council, at a meeting on April 26, 2016, held an additional public hearing prior to taking action on the requested rezoning of the Property. 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 vision, goals, and policies of the Georgetown 2030 Comprehensive Plan and further finds that the enactment of this Ordinance is not inconsistent or in conflict with any other policies or provisions of the 2030 Comprehensive Plan and the City’s Unified Development Code. Page 421 of 540 Ordinance Number: ___________________ Page 2 of 2 Description: Rezone 63.09 acres of the William Addison Survey Case File #: REZ-2016-007 Date Approved: __________________ Exhibits A-B Attached Section 2. The Official Zoning Map, as well as the Zoning District classification(s) for the Property is hereby amended from the Agriculture (AG) District to the Public Facility (PF) District, in accordance with the attached Exhibit A (Location Map) and Exhibit B (Legal Description) and incorporated herein by reference. 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 in accordance with the provisions of state law and the City Charter of the City of Georgetown. APPROVED on First Reading on the 26th day of April, 2016. APPROVED AND ADOPTED on Second Reading on the 10th day of May, 2016. THE CITY OF GEORGETOWN: ATTEST: ______________________ _________________________ Dale Ross Shelley Nowling Mayor City Secretary APPROVED AS TO FORM: ______________________ Charlie McNabb City Attorney Page 422 of 540 E University Ave N A u s t i n A v e N A u s t i n A v e Southwester n B l v d E U n i v e r s it y A v e E I n n e r L o o p SE I n n e r L o o p NColleg e St N A u s t i n A v e S a m H o u s t o n A ve ¬«130 SE Inner Lo o p SamHoustonAve South w e st e r n B l v d ")1460 S A u s t i n A v e R o c k r i d e L n EMorro w St ")1460 REZ-2016-007 Georgetown ETJ (River/Stream) REZ-2016-007Exhibit N A Coordinate System: Texas State Plane/Central Zone/NAD 83/US FeetCartographic Data For General Planning Purposes Only ¯ LegendSiteParcelsCity LimitsGeorgetown ETJ Location Map 0 0.5 1Mile Page 423 of 540 Page 424 of 540 Page 425 of 540 Page 426 of 540 Page 427 of 540 Page 428 of 540 Page 429 of 540 Page 430 of 540 City of Georgetown, Texas City Council Regula r Meeting April 26, 2016 SUBJECT: Publ i c Heari ng and Fi rst Readi ng of an Ordinanc e to Rezone 5.240 acres in the Ephraim Evans Survey, located at 211 Westi nghouse Ro ad and known as Georgetown Me rc edes Benz, from the Residential Single-family (RS) District to the General Commercial (C-3 ) District -- Sofia Nelson, CNU-A, Planning Director (ac ti on requi red) ITEM SUMMARY: B ackground: The applicant has requested a rezoning of 5.24 acres from the Residential Single -family (RS) District, to the General Commercial (C-3 ) District. The applicant states that the purpo se of the request is to allo w auto motive services. Publ i c Comments: To date, two written comments in support of the applicant’s rezo ning proposal have been received by the Planning Department staff. Pl anni ng and Zoni ng Commi ssi on: At their April 5, 2016 meeting, the P lanning and Zoning Co mmission reco mmended approval (unanimous vote) o f the rezoning reque st. There were no speakers at the meeting. Recommended Mo ti on: Approval of the Ordinance to rezone 5.240 acres from Residential Single-family (RS) to General Commercial (C-3). FINANCIAL IMPACT: N/A SUBMITTED BY: Carolyn Horne r, AICP, and So fia Nelson, CNU-A, Director ATTACHMENT S: Description S taff Report Lo catio n Map F uture Land Us e Zo ning Map P ublic Co mment Ordinanc e Exhib it A Exhib it B Page 431 of 540 Georgetown Planning Department Staff Report    Northeast Corner Westinghouse Rd. and Kelley Dr.  Rezoning from RS to C‐3 Page 1 of 5  Report Date:  March 25, 2016  File No:   REZ‐2016‐009  Project Planner:       Carolyn Horner, AICP, Planner    Item Details  Project Name: Georgetown Mercedes Benz  Location: 211 Westinghouse Road  Total Acreage: 5.240 acres  Legal Description: 5.240 acres of land in the Ephraim Evans Survey, Abstract No. 212 and  the John Powell Survey, Abstract No. 491  Applicant: Dynamic Engineering  Property Owner: W.D. Kelley Foundation  Contact:  Kyle Flaming, Dynamic Engineering    Overview of Applicant’s Request  The applicant has requested a rezoning 5.24 acres from the Residential Single‐family (RS)  District, to the General Commercial (C‐3) District. The applicant states that the purpose of the  request is to allow automotive services.  Site Information  Location:  The subject property is located at the northeast corner of Westinghouse Road and  Kelley Drive. Please see Exhibit 1 for details.    Physical Characteristics:   The property is currently undeveloped. The land is relatively flat with few small trees.    Surrounding Properties:    The surrounding properties include:    Location Zoning Future Land Use Existing Use  North  General  Commercial C‐3 Employment Center Car dealership/repair  South  General  Commercial C‐3 Employment Center Undeveloped  East  Residential  Single‐family RS Employment Center Undeveloped  West  General  Commercial C‐3 Regional Commercial Car dealerships  Page 432 of 540 Planning Department Staff Report  Northeast Corner Westinghouse Rd. and Kelley Dr.  Rezoning from RS to C‐3 Page 2 of 5            Page 433 of 540 Planning Department Staff Report  Northeast Corner Westinghouse Rd. and Kelley Dr.  Rezoning from RS to C‐3 Page 3 of 5    Property History  The subject property was annexed into the City of Georgetown in 1986. At the time of  annexation, Residential Single‐family (RS) zoning was placed on the property.     Utilities/Transportation  Electrical service, water and wastewater are provided by the City of Georgetown. The City’s  Development Engineer finds that the existing services are adequate to meet the site’s needs.    The corner site can take access on Westinghouse Road, a major arterial on the Overall  Transportation Plan (OTP). An additional access point may be located on Kelley Drive.    Page 434 of 540 Planning Department Staff Report  Northeast Corner Westinghouse Rd. and Kelley Dr.  Rezoning from RS to C‐3 Page 4 of 5    2030 Comprehensive Plan  The 2030 Plan designates this site as Employment Center. This designation is intended for  tracts of undeveloped land located at strategic locations, designated for well planned, larger  scale employment and business activities, as well as supporting uses such as retail, services,  hotels, and high density residential development (as a conditional use). Uses including offices,  technology research and development, and environmentally friendly manufacturing should  be encouraged.   A node of Regional Commercial is located adjacent to the Employment Center area, covering  the western half of the intersection of Westinghouse Road and Kelley Drive. Regional  Commercial applies to large concentrations of commercial uses that serve a regional market,  such as major shopping centers, stand‐alone big‐box retail, tourist attractions and automobile‐ oriented commercial uses that rely on convenient access from major transportation routes.    The 2030 Plan Growth Tier Map designation for this project is Tier 2 of the City’s Growth Tier  Plan.  Tier 2 is the area likely to be needed to serve the city’s growth needs over the next 10‐20  years.  Proposed Zoning District  The applicant has requested General Commercial (C‐3) District zoning. The C‐3 zoning district  is intended to provide a location for general commercial and retail activities that serve the  entire community and its visitors. Uses may be large in scale and generate substantial traffic,  making the C‐3 district only appropriate along freeways and major arterials.   The adjacent Westinghouse Road is a major arterial on the City’s OTP, which provides access  to nearby Interstate 35. Kelley Drive provides secondary access to the subject property, and to  the General Commercial districts with automobile uses to the north of this property.       Staff Analysis  1. The Future Land Use Plan designation of Employment Center, with a Regional  Commercial node, supports the General Commercial (C‐3) District. Automotive uses  within the C‐3 District include limited repair, fuel sales, and accessories or parts sales,  all of which are uses that are compatible with the Employment Center/Regional Node  designation. Additional related uses could be developed on the adjacent undeveloped  properties.  2. The zoning change is compatible with the present zoning of nearby property. The  surrounding property is zoned for and developed with automotive uses on two sides,  and is undeveloped on the remaining sides. The property to the south is owned by an  automotive company, which could provide additional compatible uses to the subject  property; and  Page 435 of 540 Planning Department Staff Report  Northeast Corner Westinghouse Rd. and Kelley Dr.  Rezoning from RS to C‐3 Page 5 of 5    3. The proposed General Commercial (C‐3) District provides a location for general  commercial and retail activities. The property to be rezoned is suitable for uses such as  retail, large scale employment and business activities, and services permitted by the  zoning district, including some automotive uses.  Staff Recommendation  Staff recommends approval of the request rezoning for the following reasons:  A. The application is complete and the information contained within the application is  sufficient and correct enough to allow adequate review and final action;  B. The zoning change is consistent with the Comprehensive Plan;  C. The zoning change promotes the health, safety or general welfare of the City and  the safe orderly, and healthful development of the City;  D. The zoning change is compatible with the present zoning and conforming uses of  nearby property and with the character of the neighborhood; and  E. The property to be rezoned is suitable for uses permitted by the District that would  be applied by the proposed amendment.    Public Comments  As required by the Unified Development Code, all property owners within a 200‐foot radius  of the subject property and within the city limits were notified (12 notices mailed) of the  rezoning application, a legal notice advertising the public hearing was placed in the Sun  Newspaper and signs were posted on‐site. These notices included the public hearing  scheduled for City Council on April 26, 2016.    As of the date of this report, two written comments in support of the applicant’s rezoning  proposal has been received by the Planning Department staff.  Attachments  Exhibit 1 – Location Map  Exhibit 2 – Future Land Use Map  Exhibit 3 – Zoning Map   Exhibit 4 – Public Comment  Page 436 of 540 S I H 3 5 S B S IH 35 N B WE S T I N G H O U S E R D K E L L E Y D R S I H 3 5 F W Y S B S I H 3 5 F W Y N B S E R V I C E EXIT 259A NB S IH 35 FRN IH 35 F R EXIT 257 SB S I H 3 5 F W Y N IH 3 5 FW Y H E W L E T T L O O P REZ-2011-003 VAR-2015-004 SUP-2013-003 PFP-2012-003 SWP-2015-014 SUP-2014-001 REZ-2014-006 REZ-2016-009 FP-2013-015 Georgetown ETJ REZ-2016-009Exhibit #1 Coordinate System: Texas State Plane/Central Zone/NAD 83/US FeetCartographic Data For General Planning Purposes Only ¯ Le ge ndSiteParcelsCity LimitsGeorgetown ETJ Location Map 0 500 1,000Feet Page 437 of 540 S I H 3 5 S B S IH 35 N B W E S T I N G H O U S E R D K E L L E Y D R S I H 3 5 F W Y S B S I H 3 5 F W Y N B S E R V I C E EXIT 259A NB S IH 35 FRN IH 3 5 F R EXIT 257 SB S I H 3 5 F W Y N IH 3 5 FW Y HEWL E T T L O OP REZ-2016-009 Coordinate System: Texas State Plane/Central Zone/NAD 83/US FeetCartographic Data For General Planning Purposes Only ¯ Future Land Use / Overall Transportation Plan Exhibit #2 REZ-2016 -009 LegendSiteParcelsCity Lim itsGeorgetown ETJ Legend Thoroughfare Future Land Use Institutional Regional Commercial Community Commercial Em ployment Center Low Density Residential Mining Mixed Use Community Mixed Use Neighborhood Center Moderate Density Residential Open Space Specialty Mixed Use Area Ag / Rural Residential Existing Collector Existing Freeway Existing Major Arterial Existing Minor Arterial Existing Ramp Proposed Collector Proposed Freeway Propsed Frontage Road Proposed Major Arterial Proposed Minor Arterial Proposed Railroad High Density Residential 0 500 1,000Feet Page 438 of 540 S I H 3 5 S B S IH 3 5 N B W E S T I N G H O U S E R D K E L L E Y D R S I H 3 5 F W Y S B S I H 3 5 F W Y N B S E R V I C E EXIT 259A NB S IH 35 FRN IH 35 F R EXIT 257 SB S I H 3 5 F W Y N I H 3 5 F W Y HEWL E T T L O OP REZ-2016-009 Zoning InformationREZ-2016-009Exhibit #3 Co ordinate System : Texas State Plane/Central Zone/NAD 83/US FeetCartographic Data For General Planning Purposes Only Le ge ndSiteParcelsCity LimitsGeorgetown ETJ 0 500 1,000Feet ¯ Page 439 of 540 Page 440 of 540 Page 441 of 540 Ordinance Number: ___________________ Page 1 of 2 Description: 5.240 acres from RS to C-3 Case File Number: REZ-2016-009 Date Approved: __________________ Exhibits A-B Attached ORDINANCE NO. _____________________    An Ordinance of the City Council of the City of Georgetown, Texas,  amending part of the Official Zoning Map to rezone 5.240 acres out of the  Ephraim Evans Survey, Abstract No. 212 from the Residential Single‐family  (RS) District to the General Commercial (C‐3) District, to be known as  Georgetown Mercedes Benz; repealing conflicting ordinances and  resolutions; including a severability clause; and establishing an effective  date.  Whereas, an application has been made to the City for the purpose of amending the  Official Zoning Map, adopted on the 12th day of June, 2012, for the specific Zoning District  classification of the following described real property (ʺThe Propertyʺ):  5.240 acres of the Ehpraim Evans Survey, as recorded in Document No. 2002001129  and Document No. 2004065777 of the Official Public Records of Williamson County,  Texas, hereinafter referred to as ʺThe Propertyʺ; and  Whereas, the City Council has submitted the proposed amendment to the Official  Zoning Map to the Planning and Zoning Commission for its consideration at a public hearing  and for its recommendation or report; and  Whereas, public notice of such hearing was accomplished in accordance with State Law  and the City’s Unified Development Code through newspaper publication, signs posted on the  Property, and mailed notice to nearby property owners; and   Whereas, the Planning and Zoning Commission, at a meeting on April 5, 2016, held the  required public hearing and submitted a recommendation of approval to the City Council for  the requested rezoning of the Property; and  Whereas, the City Council, at a meeting on April 26, 2016, held an additional public  hearing prior to taking action on the requested rezoning of the Property.  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 vision, goals, and policies of the Georgetown 2030 Comprehensive  Plan and further finds that the enactment of this Ordinance is not inconsistent or in conflict with  any other policies or provisions of the 2030 Comprehensive Plan and the City’s Unified  Development Code.    Page 442 of 540 Ordinance Number: ___________________ Page 2 of 2 Description: 5.240 acres from RS to C-3 Case File Number: REZ-2016-009 Date Approved: __________________ Exhibits A-B Attached Section 2.  The Official Zoning Map, as well as the Zoning District classification(s) for the  Property is hereby amended from the Residential Single‐family District (RS) to the General  Commercial District C‐3), in accordance with the attached Exhibit A (Location Map) and  Exhibit B (Legal Description) and incorporated herein by reference.  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 in accordance with the provisions of state law  and the City Charter of the City of Georgetown.    APPROVED on First Reading on the 26nd day of April, 2016.  APPROVED AND ADOPTED on Second Reading on the 5th day of May, 2016.    THE CITY OF GEORGETOWN:     ATTEST:               ______________________      _________________________  Dale Ross        Shelley Nowling     Mayor         City Secretary                APPROVED AS TO FORM:        ______________________       Charlie McNabb  City Attorney       Page 443 of 540 S I H 3 5 S B S IH 35 N B WE S T I N G H O U S E R D K E L L E Y D R S I H 3 5 F W Y S B S I H 3 5 F W Y N B S E R V I C E EXIT 259A NB S IH 35 FRN IH 35 F R EXIT 257 SB S I H 3 5 F W Y N IH 3 5 FW Y H E W L E T T L O O P REZ-2011-003 VAR-2015-004 SUP-2013-003 PFP-2012-003 SWP-2015-014 SUP-2014-001 REZ-2014-006 REZ-2016-009 FP-2013-015 Georgetown ETJ REZ-2016-009Exhibit #1 Coordinate System: Texas State Plane/Central Zone/NAD 83/US FeetCartographic Data For General Planning Purposes Only ¯ Le ge ndSiteParcelsCity LimitsGeorgetown ETJ Location Map 0 500 1,000Feet Page 444 of 540 Page 445 of 540 Page 446 of 540 City of Georgetown, Texas City Council Regula r Meeting April 26, 2016 SUBJECT: Fi rst Readi ng of an Ordinance for the Vol untary Annexati on of 11.17 acres in the Jo hn Sutherland Survey and a portion of adjacent public right-of-way, located at the intersection of Wi l l i ams Dri ve and Ji m Hogg Road -- Sofia Nelson, CNU-A, P lanning Director (acti on requi red) ITEM SUMMARY: The 11 -acre pro perty included in this petition for vo luntary annexatio n sits at the southwest corner o f Williams Drive and Jim Hogg Road and has access to both ro adways. The City Counc il recently approved a clean-up annexation for Williams Drive that allowed this property to become c ontiguo us to the pre sent city limits. The future land use anticipated for this property is currently designated as mixed-use neighbo rhoo d center, which projects neighbo rhoo d-serving retail and commercial uses. The owner o f the land is working with a po tential buyer to move forward in the zo ning process to prepare the land fo r commercial development. Staff is also recomme nding along with the 11 acres that a small portion of Jim Ho gg Road right-o f-way be included in the annexation to close a gap be tween city limits. The city limits as proposed would stop be fore the intersection of Jim Hogg and Fountainwoo d Drive. This anne xatio n is being processed under a Local Go vernment Code provision that does not require public he arings and is an expedited timeline. Annexation Schedule : March 22 - Reso lutio n April 26 - First Reading o f Ordinance May 10 - Second Re ading of Ordinance Recommended Motio n: Approval of the ordinance fo r the annexation of 11 ac res and portion of Jim Hogg right-of-way. FINANCIAL IMPACT: The developer will be responsible for utility exte nsions and upgrades, as needed, to serve a future development. Upon annexation, public safety services would immediately serve the property. Transportation will assume the future maintenance of the small po rtion of right-of-way on Jim Hogg Road. Full financial impact is uncertain until the ultimate development occurs, which is likely to be a comme rc ial use. SUBMITTED BY: Jordan Maddox, AICP, Principal Planner ATTACHMENT S: Description Ordinanc e - Oak Meadows Co rner Exhib it A - Loc ation Exhib it B - P ro p erty S urvey Exhib it C - Jim Hogg ROW Exhib it D - Servic e Plan Ap p licant Letter of Intent\ Res o lutio n Page 447 of 540 Ordinance No. _____________________ Page 1 of 2 Oak Meadows Corner 11.17 acres ANX-2016-001 Date Approved: 5.10.2016 Exhibit A,B,C attached 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 consisting of 11.17 acres, more or less, in the Sutherland Survey and a portion of right-of-way on Jim Hogg Road, as described herein; providing for service plans; repealing conflicting ordinances and resolutions; including a severability clause; and establishing an effective date. Whereas, the owners of the area proposed for annexation submitted a petition in writing requesting annexation of the area, pursuant to Local Government Code Section 43.028; and Whereas, the Section 4.03.010 of the Unified Development Code creates procedures for initial zoning of newly annexed territory; and Whereas, the Georgetown City Council approved a resolution granting the petition on March 22, 2016; 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 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 and is not inconsistent or in conflict with any 2030 Comprehensive Plan Vision Statements, Goals and Policies. Section 2. The City Council of the City of Georgetown hereby annexes into the city limits 11.17 acres in the Sutherland Survey, as shown in “Exhibit A” and Exhibit “C” of this ordinance, and as described in “Exhibit B” of this ordinance. “Exhibit D” contains the service plan. Section 3. The 11.17 acres, as described in “Exhibit B” and depicted in “Exhibit C” of this ordinance, is included in City Council District 3, as it is adjacent to Council District 3 and no other City Council Districts. Page 448 of 540 Ordinance No. _____________________ Page 2 of 2 Oak Meadows Corner 11.17 acres ANX-2016-001 Date Approved: 5.10.2016 Exhibit A,B,C attached Section 4. 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 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 accordance with the City Charter. Passed and Approved on First Reading on the 26th day of April, 2016. Passed and Approved on Second Reading on the 10th day of May, 2016. Attest: The City of Georgetown: _________________________________ _________________________________ Shelley Nowling Dale Ross City Secretary Mayor Approved as to form: _________________________________ Charlie McNabb City Attorney Page 449 of 540 ")2338 D el W e b b B l v d D el WebbBlvd WilliamsDr WilliamsDr Shell Rd ShellRd ")3405 Sun City B lv d ")262 Jim H o g g Rd N L a k e w o o d s D r ")262 S e d r o T rl ")2338 (River/Stream) ANX-2016-001Exhibit A Coordinate System: Texas State Plane/Central Zone/NAD 83/US FeetCartographic Data For General Planning Purposes Only ¯ Location Map 0 0.6 1.2Mi LegendSiteParcelsCity LimitsGeorgetown ETJ Page 450 of 540 Exhibit B Page 451 of 540 Exhibit B Page 452 of 540 Prop osed Annexation Site Prop osed R OW anne xa tio n JIM HOGG DR JIM H O G G R D ALLEN CIR ALLEN CIR FOUNTAINWOOD DR S T A R LIG H T T R L HIG HLAN D SPIN G LN FOUNTAINWOOD DR WILLIAMS DR ±0 50 100 150 20025Feet 1 inch = 208 feet Page 453 of 540 Annexation Service Plan Oak Meadows Corner Page 1 of 11 Exhibit D CITY OF GEORGETOWN ANNEXATION SERVICE PLAN AREA: OAK MEADOWS CORNER COUNCIL DISTRICT NO. 3 DATE: MAY 10, 2016 I. INTRODUCTION This Service Plan (the Plan) is made by the City of Georgetown, Texas (City) pursuant to Sections 43.056(b)-(o); 43.062, and 43.052(h)(1) of the Texas Local Government Code (LGC). This Plan relates to the annexation into the City of the land shown on Exhibit “A” “B” and “C” to this Service Plan, which has sometimes been referred to as “Oak Meadows Corner.” NOTE: This annexation was initiated by the petition or request of the owners of land in the annexed area. As stated in Section 43.056(e) of the Texas Local Government Code, the requirement that construction of capital improvements must be substantially completed within the period provided in this service plan does not apply to a development project or proposed development project within an area annexed at the request or on the petition of the landowner. II. TERM OF SERVICE PLAN Pursuant to Section 43.056(l) of the LGC, this Plan shall be in effect for a ten-year period commencing on the effective date of the ordinance approving the annexation. Renewal of the Plan shall be at the discretion of the City Council and must be accomplished by Ordinance. III. INTENT It is the intent of the City that municipal services under this Plan shall provide municipal services in accordance with the timetables required by the LGC. The City reserves the rights guaranteed to it by the LGC to amend this Plan if the City Council determines that changed conditions, subsequent occurrences, or any other legally sufficient circumstances exist under the LGC or other Texas laws that make this Plan unworkable, obsolete, or unlawful. IV. CATEGORIZATION OF MUNICIPAL SERVICES The municipal services described herein are categorized by those services which are (1) available to the annexed area immediately upon annexation; (2) those services which will be available to the annexed area within 2½ years from the effective date of the annexation; and (3) those services for which capital improvements are needed and which will be available within 4½ years from the effective date of the annexation based upon a schedule for construction of such improvements as set forth herein. For the purposes of this Plan, “provision of services” includes having services provided by any method or means by which the City provides municipal services to any other areas of the City, and may include Page 454 of 540 Annexation Service Plan Oak Meadows Corner Page 2 of 11 causing or allowing private utilities, governmental entities and other public service organizations to provide such services by contract, in whole or in part, and may include duties on the part of a private landowner with regard to such services. In addition, in accordance with Section 43.056(g) of the LGC, if before annexation the annexed area had a lower level of services, infrastructure, and infrastructure maintenance than the same being provided by the City to other areas within the City limits, this Plan shall be construed to allow for the provision to the annexed area of a level of services, infrastructure, and infrastructure maintenance that is comparable to the level of services, infrastructure, and infrastructure maintenance in other parts of the City with topography, land use, and population density similar to those reasonably contemplated or projected in the annexed area. V. SERVICES TO BE PROVIDED UPON ANNEXATION 1. Police Protection –Upon annexation, the Georgetown Police Department will extend regular and routine patrols to the area. 2. Fire Protection and Emergency Medical Services– Upon annexation, in the areas where the City has jurisdiction over fire protection and emergency medical services or a contract under which the City provides such services, the City of Georgetown Fire Department will provide response services in the annexed area consisting of: fire suppression and rescue; emergency response to 9-1-1 calls; fire prevention education efforts, and other duties and services provided by the Georgetown Fire Department to areas within the City limits. 3. Solid Waste Collection – Upon annexation, for occupied structures, the City will provide solid waste collection services to the annexed area in accordance with City ordinances and policies in effect on the date of the annexation. However, per the terms of Sections 43.056(n) and (o) of the LGC, if a property owner chooses to continue to use the services of a privately owned solid waste management provider, the City is prevented from providing solid waste services for 2 years. 4. Operation and Maintenance of Water and Wastewater Facilities in the Annexed Area that Are Not Within the Area of Another Water or Wastewater Utility – City-owned water and wastewater facilities that exist in the annexed area will be maintained upon annexation and such maintenance shall be governed by the City’s ordinances, standards, policies and procedures. Per the provisions of Section 13.01. 020 of the Unified Development Code (“UDC”), for unplatted tracts in the annexed area, the City shall not repair, maintain, install or provide any public utilities or services in any subdivision for which a Final Plat has not been approved and filed for record, nor in which the standards contained in the UDC or referred to therein have not been complied with in full. 5. Operation and Maintenance of Streets, Roads, and Street Lighting – The City will provide preventative maintenance of the existing public streets and roads in the annexed area over which it has jurisdiction through maintenance and preventative maintenance services such as emergency pavement repair; ice and snow monitoring; crack seal, sealcoat, slurry seal, Page 455 of 540 Annexation Service Plan Oak Meadows Corner Page 3 of 11 and PM overlay; and other routine repair. The City shall not maintain private roads in the annexed area. Preventative maintenance projects are prioritized on a City-wide basis and scheduled based on a variety of factors, including surface condition, rideability, age, traffic volume, functional classification, and available funding. As new streets are dedicated and accepted for maintenance they will be included in the City’s preventative maintenance program. Per the provisions of Section 13.01.020 of the UDC, for unplatted tracts in the annexed area, the City shall not repair, maintain, install or provide any streets or street lighting to any subdivision for which a Final Plat has not been approved and filed for record, nor in which the standards contained in the UDC or referred to therein have not been complied with in full. With regard to street lighting, it is the policy of the City of Georgetown that adequate street lighting for the protection of the public and property be installed in all new subdivisions. Installation procedures and acceptable standards for street lights shall be governed by the utility standards of the City in effect at the time of subdivision construction or addition thereto. 6. Operation and Maintenance of Public Parks, Playgrounds, and Swimming Pools - Upon annexation, publicly owned parks, playgrounds, and swimming pools in the annexed area (if any) will be operated and maintained by the City in accordance with the Section 12.20 of the City Code of Ordinances, and other applicable ordinances, policies, and procedures in effect at the time of annexation for other areas in the City limits. Privately owned parks, playgrounds, and pools will be unaffected by the annexation and shall not be maintained by the City. 7. Operation and Maintenance of Publicly Owned Buildings, Facilities, and Services – Should the City acquire any buildings, facilities or services necessary for municipal services in the annexed area, an appropriate City department will operate and maintain them. 8. Library – Upon annexation, library privileges will be available to anyone residing in the annexed area. 9. Planning and Development; Building Permits and Inspections - Upon annexation, the City’s Unified Development Code and Title 15 of the City Code of Ordinances will apply in the area. These services include: site plan review, zoning approvals, Building Code and other standard Code inspection services and City Code enforcement; sign regulations and permits; and Stormwater Permit services. For a full description of these services, see the City’s Unified Development Code and Title 15 of the City Code of Ordinances. 10. Animal Control Services – The provisions of Chapter 7 of the City Code of Ordinances relating to animal control services shall apply in the annexed area. 11. Business Licenses and Regulations – The provisions of Chapter 6 of the City Code of Ordinances relating to business licenses and regulations (Carnivals Circuses and Other Exhibitions; Electrician’s Licenses; Gross Receipts Charge or Street Rental; Peddlers and Solicitors; Taxicabs, Buses and Other Vehicles for Hire; Horse Drawn Carriages and other Page 456 of 540 Annexation Service Plan Oak Meadows Corner Page 4 of 11 Non-Motorized Vehicles for Hire; Sexually Oriented Businesses; and Alcoholic Beverages) shall apply in the annexed area. 12. Health and Safety Regulations – The provisions of Chapter 8 of the City Code of Ordinance relating to health and safety regulations (Fire Prevention Code; Fireworks; Food Sanitation; Noise Control; Nuisances; Junked Motor Vehicles; and Smoking in Public Places) shall apply in the annexed area. 13. Regulations Pertaining to Peace, Morals and Welfare -- The provisions of Chapter 9 of the City Code of Ordinance relating to peace, morals and welfare (Housing Discrimination; Weapons; and Enforcement of Other Miscellaneous Violations) shall apply in the annexed area. VI. SERVICES TO BE PROVIDED WITHIN 4½ YEARS OF ANNEXATION; CAPITAL IMPROVEMENTS PROGRAM 1. In General – The City will initiate the construction of capital improvements necessary for providing municipal services for the annexation area as necessary for services that are provided directly by the City. 2. Water and Wastewater Services– Water and wastewater services are only provided to occupied lots that have been legally subdivided and platted or are otherwise a legal lot, and that are located within the boundaries of the City’s authorized service areas. Further, existing residences in the annexed area that were served by a functioning onsite sewer system (septic system) shall continue to use such private system for wastewater services in conformance with the provisions of Section 13.20 of the City Code of Ordinances. Existing non-residential establishments in the annexed area may continue to use an onsite sewer system (septic system) for sewage disposal in conformance with the provisions of Section 13.20 of the City Code of Ordinances. Upon the Development of any property in the annexed area, the provisions of Chapter 13 of the UDC shall apply. The City shall have no obligation to extend water or wastewater service to any part of the annexed area that is within the service area of another water or wastewater utility. For annexed areas located within the City’s authorized service areas, the City shall, subject to the terms and conditions of this Plan, extend water and wastewater service in accordance with the service extension ordinances, policies, and standards that are summarized in Section X of this Plan, which may require that the property owner or developer of a newly developed tract install water and wastewater lines. The extension of water and wastewater services will be provided in accordance with any applicable construction and design standards manuals adopted by the City. 3. Water and Wastewater Capital Improvements Schedule – Per the Utility Agreement 4. Roads and Streets – No road or street related capital improvements are necessary at this time. Future extension of roads or streets and installation of traffic control devices will be governed by the City’s Comprehensive Plan, the City’s Overall Transportation Plan, the City’s Capital Improvements Plan; the City’s regular or non-impact fee Capital Improvements Program, and any applicable City ordinances, policies, and procedures, which may require that the property Page 457 of 540 Annexation Service Plan Oak Meadows Corner Page 5 of 11 owner or developer install roads and streets at the property owner’s or developer’s expense. It is anticipated that the developer of new subdivisions in the area will install street lighting in accordance with the City’s standard policies and procedures. Provision of street lighting will be in accordance with the City’s street lighting policies. 5. Capital Improvements for Other Municipal Services – No capital improvements are necessary at this time to provide municipal Police; Fire Protection; Emergency Medical Services; Solid Waste Collection; Public Parks, Playgrounds, or Swimming Pools; Public Buildings or Facilities; or Library Services. The annexed area will be included in the City’s future planning for new or expanded capital improvements and evaluated on the same basis and in accordance with the same standards as similarly situated areas of the City. VII. FORCE MAJEURE AND SCHEDULE EXTENSIONS 1. Certain events, described as Force Majeure Events in this Plan, are those over which the City has no control. Force Majeure Events shall include, but not be limited to, acts of God; terrorism or acts of a public enemy; war; blockages; riots; strikes; epidemics; forces of nature including landslides, lightening, earthquakes, fires, storms, floods, washouts, droughts, tornadoes, hurricanes; arrest and restraint of government; explosions; collisions, and all other inabilities of the City, whether similar to those enumerated or otherwise, which are not within the control of the City. Any deadlines or other provisions of this Plan that are affected by a Force Majeure Event shall be automatically extended to account for delays caused by such Force Majeure Event. 2. In accordance with Section 43.056(e) of the LGC, this Plan and the schedules for capital improvements necessary to provide full municipal services to the annexed area may be amended by the City to extend the period for construction if the construction is proceeding with all deliberate speed. The construction of the improvements shall be accomplished in a continuous process and shall be completed as soon as reasonably possible, consistent with generally accepted local engineering and architectural standards and practices. However, the City does not violate this Plan if the construction process is interrupted for any reason by circumstances beyond the direct control of the City. VIII. AMENDMENTS Pursuant to the provisions of Section 43.056(k) of the LGC, on approval by the City Council, the Plan is a contractual obligation that is not subject to amendment or repeal except as provided by state law. Section 43.056(k) of the LGC provides that if the City Council determines, after public hearings, that changed conditions or subsequent occurrences make the Plan unworkable or obsolete, the City Council may amend the Plan to conform to the changed conditions or subsequent occurrences. An amended Plan must provide for services that are comparable to or better than those established in the Plan before amendment. Before any Plan amendments are adopted, the City Council must provide an opportunity for interested persons to be heard at public hearings called and held in the manner provided by Section 43.0561 of the LGC. IX. FEES Page 458 of 540 Annexation Service Plan Oak Meadows Corner Page 6 of 11 The City may impose a fee for any municipal service in the area annexed if the same type of fee is imposed within the corporate boundaries of the City. All City fees are subject to revision from time to time by the City in its sole discretion. X. SUMMARY OF CURRENT WATER AND WASTEWATER SERVICE EXTENSION POLICIES Per the requirements of Section 43.056(e) of the LGC, the following summary is provided regarding the City’s current service extension policies for water and wastewater service. However, this is a summary of the current policies, and the policies and regulations related to water and wastewater utility extensions that are included in the City Code of Ordinances, the Unified Development Code, the City’s Construction and Specifications Manual; Drainage Manual, and other published policies and technical manuals, as the same may be amended from time to time, shall control the extension of water and wastewater services to the annexed area. In addition, these policies and ordinances are set by City Council and can be amended in the future: 1. In General -- The provisions of Chapter 13 of the City’s Unified Development Code (“UDC”) shall apply in the annexed area and Chapter 13 of the City Code of Ordinances. Portions of the current Chapter 13 of the UDC and the current Chapter 13 of the Code of Ordinances are summarized below. Note that these provisions are established by ordinance of the City Council and are subject to change from time to time. A. The City shall not repair, maintain, install or provide any water services, wastewater service, gas, electricity or any other public utilities or services to any property that has not been legally subdivided or is a non-legal lot. B. For property that is required by the City’s UDC or other City regulations to construct water or wastewater facilities, funding and construction of those facilities are the responsibility of the property owner or developer (the “subdivider”). C. Subdividers shall be responsible for providing an approved public water supply system for fire protection and domestic/ commercial/ industrial usage consistent with the Comprehensive Plan. Where an approved public water supply or distribution main is within reasonable distance of the subdivision, but in no case less than one-quarter mile away, and connection to the system is both possible and permissible (including adequate system capacity), the subdivider shall be required to bear the cost of connecting the subdivision to such existing water supply. The subdivider shall, consistent with all existing ordinances, make a pro-rata contribution to funding of needed storage facilities, treatment facilities, and specific distribution lines as determined necessary by the City. D. Subdividers shall be responsible for providing an approved public sanitary sewer system, consistent with the Comprehensive Plan, throughout the entire subdivision such that all lots, parcels, or tracts of land will be capable of connecting to the sanitary sewer system except as otherwise provided herein. Where an approved public sanitary sewer collection main or outfall line is in no case less than one-half mile away, and connection to the system is both Page 459 of 540 Annexation Service Plan Oak Meadows Corner Page 7 of 11 possible and permissible (including adequate system capacity), the subdivider shall be required to bear the cost of connecting the subdivision to such existing sanitary sewer system. Where an approved public wastewater collection main or outfall line is more than one-half mile away from the property boundary, and where extension of a sanitary sewer collection main or outfall line is scheduled in the City’s Capital Improvements Plan to be completed to a point within one-half mile of the property boundary within five (5) years from the date of the Preliminary Plat approval, the subdivider shall be required to install a public wastewater collection system. The design and construction of a public sanitary sewer system shall comply with regulations covering extension of public sanitary sewer systems adopted by the Texas Commission on Environmental Quality. E. All infrastructure and public improvements must be designed and installed in accordance with all of the elements of the Comprehensive Plan and shall meet the minimum requirements established by the UDC, the City's Construction Standards and Specifications for Roads, Streets, Structures and Utilities, and any other adopted City design or technical criteria. No main water line extension shall be less than eight inches. All new public sanitary sewer systems shall be designed and constructed to conform with the City’s Construction Standards and Specifications and to operate on a gravity flow basis by taking advantage of natural topographic conditions and thereby reducing the need for lift stations and force mains. 2. If the specific undeveloped property does not have City water or wastewater facilities and capacity fronting the property – the owner may make an application for an extension of service to the property. If the Assistant City Manager for Utilities determines in writing that adequate water or wastewater capacity is available, or will be available, and if the project does not include City cost participation or reimbursement, if the proposed facilities are depicted on the City’s Water and Wastewater Master Plans, and the requested service otherwise meets the City’s requirements, the extension size, capacity, and routing may be approved by the Assistant City Manager for Utilities for construction by the developer at the developer’s cost and expense. 3. If the specific undeveloped property does have adequate City water or wastewater facilities and capacity fronting the property – the owner may receive water or wastewater service from the City by applying for a tap permit and paying the required fees. 4. If any property in the annexed area is using a septic system – the property owner remains responsible for the operation and maintenance of the septic system. If the property is in a Rural Residential Subdivision as defined in Chapter 13 of the UDC, or is a legal lot greater than one acre in size and used for single family residential purposes, the property shall continue the use of a septic system after annexation until such time that the use of the property changes, the property is further subdivided or developed, or a public sanitary sewer line has been extended to within 200 feet of the property boundary and the property owner has received notification from the City of the City’s desire for the property to be connected to the public sanitary sewer line. If the septic system fails before the City’s centralized wastewater service is extended to within 200 feet of the property and the City determines that the provision of centralized wastewater service is not feasible or practical at that time, then the property owner must either Page 460 of 540 Annexation Service Plan Oak Meadows Corner Page 8 of 11 repair or replace the septic system in accordance with the provisions of Section 13.20 of the City Code of Ordinances. Properties using a septic system that are not in a Rural Residential Subdivision , or are not legal lots greater than one acre in size and used for single family residential purposes at the time of annexation, but that are designated as either residential, open space or agricultural on the City’s Future Land Use Plan shall continue the use of a septic system until such time that the use of the property changes, the property is further subdivided or developed, or a public sanitary sewer line has been extended to within 200 feet of the property boundary and the property owner has received notification from the City of the City’s desire for the property to be connected to the public sanitary sewer line. 5. Reimbursement and cost participation by the City – Pursuant to Section 13.09.030 of the UDC, the City, in its sole discretion and with City Council approval, may participate with a property owner or developer in the cost of oversized facilities or line extensions. The actual calculation of the cost participation and reimbursement amounts, including limits and schedules for the payments, are set forth in the UDC. 6. City Code of Ordinances: (The following provisions are set by the City Council and can be amended in the future by ordinance.) Chapter 13.10 of the City Code of Ordinances currently provides as follows: Section 13.10.010 Policy established. This policy shall apply to improvements to the City's utility systems, including system upgrades, system expansion, and plant capacity additions. In this Section, the term “utility system” shall mean the City’s water system, wastewater system, reuse irrigation system, and stormwater drainage system. Section 13.10.020 System Planning. The City shall maintain and periodically update system plans for each utility so that system improvements are implemented to maintain adequate capacity for growth while maintaining proper service levels to existing customers. Section 13.10.030 Project Timing. A. Projects designed to expand or upgrade a utility system must be completed and ready for operations such that capacity requirements by state regulatory agencies and City system plans are met. B. When possible, the City should coordinate the construction of system improvements in a particular location with the expansion or maintenance of other utility infrastructure to minimize the future impact on each utility. C. Projects should begin the design phase when existing demand at a specific location exceeds 75% of current capacity and future demand is expected to exceed the current total capacity. D. Projects should begin the construction phase when existing demand at a specific location exceeds 90% of current capacity and future demand is expected to exceed the current total capacity. Page 461 of 540 Annexation Service Plan Oak Meadows Corner Page 9 of 11 E. Projects required to facilitate the development of a specific tract shall be done in accordance with the Unified Development Code. F. Projects required as a result of an annexation service plan shall be provided as stated in the approved Service Plan for such annexed tracts. Section 13.10.040 Project Financing. A. Projects required to facilitate the subdivision of a specific tract shall be paid by the subdivider in accordance with the Unified Development Code, unless otherwise authorized in writing and approved by the City Council in accordance with the terms of Section 13.09 of the Unified Development Code or other applicable law. B. When utility expansion is requested within a portion of the City’s utility service area, but the City is not otherwise required to provide service or planning to provide service as reflected in the City’s Capital Improvements Plan, the City may nonetheless, at the City’s sole option, facilitate the design and construction of the required utility extensions or upgrades by managing the project with the cost of such extensions to be shared and fully paid by the requesting landowners or subdividers prior to commencement of the project. C. When utility expansion is requested within a portion of the City’s utility service area, the City shall evaluate degree to which the project 1) facilitates contiguous growth, 2) maximizes the provision of service to the service area, 3) enhances economic development, 4) improves system operations, 5) contributes to conservation or other environmental concern, and 6) facilitates the completion of the utility master plan. D. At the City’s sole option, the City may also facilitate the installation of utility expansion requests through 1) financial cost contribution, 2) financing of the improvement using individual contracts between the City and each landowner for a proportionate share of the project cost to be paid out over a specified period of time at a specified rate of interest, 3) Impact Fee or connection fee reduction or waiver. Chapter 13.20 of the City Code of Ordinances currently provides as follows: Sec. 13.20.010. General. A. It is unlawful for any owner or lessee, tenant or other person in possession of any premises where any person lives or works, or occupies the same, to establish, maintain or use any water closet, bathtub, lavatory or sink except by one of the following means and consistent with the other terms, conditions and requirements of this Chapter and with the City’s Unified Development Code: 1. Connection to an approved Onsite Sewage Facility that is constructed and maintained in accordance with the rules and regulations of all appropriate state and local agencies having jurisdiction over such facilities; or 2. Connection to a public centralized wastewater collection main with all wastewater discharged to a centralized public wastewater collection system. B. Upon the “Development” of property, the provisions of Chapter 13 of the Unified Development Code (pertaining to Infrastructure and Public Improvements) shall govern the provision of wastewater service to the property. For the purposes of this section, the term “Development” shall have the same meaning as in Section 16.05 of the City’s Unified Development Code. Page 462 of 540 Annexation Service Plan Oak Meadows Corner Page 10 of 11 C. It is the duty of each such person referenced in subsection (A), above, to connect such fixtures to an approved wastewater system, and to maintain the same. Sec. 13.20.020. On Site Sewage Facilities. A. General. All On Site Sewage Facilities must be constructed and maintained in accordance with the rules and regulations of the appropriate state and local agencies having jurisdiction over such facilities. B. Availability of a Public Centralized Wastewater Collection Main. If a public centralized wastewater collection main is located within 200 feet of a property line, and the wastewater collection main has adequate capacity to receive and transport the wastewater flow produced by the property, then property owner shall connect that property to said utility line at the earliest to occur of either of the following events: failure of the On Site Sewage Facility servicing the property, or the date that is five (5) years after receipt of notice of the availability of a wastewater collection main within 200- feet of the property line. C. Failure of On Site Sewage Facility. When an Onsite Sewage Facility fails, the following provisions shall apply: a. If a public centralized wastewater collection main is located within 200 feet of the property boundary, and the wastewater collection main has adequate capacity to receive and transport the wastewater flow produced by the property, then the property must be connected to said utility line by the property owner; b. If no public centralized wastewater collection main is located within 200 feet of the property boundary, the City shall evaluate the feasibility of providing centralized wastewater collection services to the property via a gravity or low pressure system. Where the provision of gravity sewer service or low pressure system is technically feasible, utility system improvements may be made in accordance with Chapters 13.10; c. If the City determines that the provision of wastewater service via a centralized wastewater collection main is not necessary due to existing or future land use, then the On Site Sewage Facility may be repaired or replaced. (Prior code § 12-101) Sec. 13.20.030. Privies prohibited. It is unlawful for any owner or lessee, tenant or other person in possession of any premises in the City to establish or maintain any privy or dry closet. Sec.13.20.040 Low Pressure Sewer Systems A. A “Low Pressure Sewer System” is an individual lift station located at each utility customer or property owner location having a private force main connecting to a public force main or gravity main located in a public utility easement or public right-of-way. B. Each property owner and utility customer shall be responsible for the cost of installation and maintenance of the individual lift station and private force main. Section 13.20.050. Prohibited Discharges into Sewer System No person shall discharge, cause to be discharged, or permit to be discharged, either directly or indirectly into the public sewer system, waste or wastewater from any of the following sources unless allowed by the City Manager, or his/her designee: Page 463 of 540 Annexation Service Plan Oak Meadows Corner Page 11 of 11 A. Any wastes or wastewater that does not meet the limitations imposed by Section 13.24 of the Code of Ordinances. B. Any stormwater, groundwater, rainwater, street drainage, subsurface drainage, or yard drainage; C. Any unpolluted water, including , but not limited to, cooling water, process water or blow-down water from cooling towers or evaporative coolers; D. E. Any wastes or wastewater, or any object, material, or other substance directly into a manhole or other opening into the sewer facilities other than wastes or wastewater through an approved service connection. F. Any holding tank waste, provided, that such waste may be placed into facilities designed to receive such wastes and approved by the City Manager, or his/her designee. Section 13.20.060 Sewer System Maintenance A. For properties with gravity wastewater service, the property owner and utility customer shall be responsible for the proper operation, maintenance, and repairs of the sewer system in the building and the service lateral between the building and the point of connection into the public sewer main. B. For properties with low pressure service, the property owner and utility customer shall be responsible for the proper operation, maintenance, and repairs of the sewer system in the building and the service lateral, lift station (grinder pump) and force main between the building and the point of connection into the public sewer main. C. When, as a part of sewer system testing, the City identifies a flaw in a private service lateral or force main where a repair is necessary to prevent infiltration or inflow, the property owner and utility customer shall be responsible to cause the repairs to be made within one (1) year of the date of notification by the City. D. If repairs are not complete within one year of notification by the City, City may engage the services of a contractor to make the necessary repairs with the costs for such repairs to be paid by the City and subsequently charged to property owner and utility customer. Page 464 of 540 Page 465 of 540 Page 466 of 540 Page 467 of 540 Page 468 of 540 Page 469 of 540 Page 470 of 540 City of Georgetown, Texas City Council Regula r Meeting April 26, 2016 SUBJECT: Second Readi ng of an Ordinance for the Vol untary Annexati on of 10.058 acres in the Francis Hudson Survey, loc ate d at 555 Rabbi t Hi l l Ro ad -- Sofia Nelson, CNU-A, Planning Director (acti on requi r e d) ITEM SUMMARY: The property pro posed fo r annexatio n is loc ate d on Rabbit Hill Road and is the selected site for the Enterprise Pipeline pump station. Only a portio n of the 10 acres wo uld be utilized fo r the transfer station, if approved for annexation and zoning. An application fo r the zoning and developme nt o f the site are anticipated to be forthcoming. In order to comple te the annexation, the following pro cess will be followed: · January 12, 20 16 : Reso lution accepting petition · January 12, 20 16 : 1 st P ublic Hearing held at City Council Meeting. · January 26, 20 16 : 2 nd P ublic Hearing at City Co unc il Meeting. · February 9, 20 16 : 1 st Reading of Ordinance at City Co uncil Meeting, · April 26, 2016 : 2 nd Reading of Ordinance. Recommended Moti o n: Approval of the annexation ordinance for 555 Rabbit Hill Ro ad, also known as the Enterprise P ipeline Pump Station Site. FINANCIAL IMPACT: City services, including po lice and fire protectio n, e mergency medical services, so lid waste collection and disposal are immediately subje c t to the property. Extension of capital improvements such as wate r or wastewater systems will be subject to the City’s utility extension and improve ment policy or the terms of any po tential agreement with the prope rty owner. The property curre ntly is undeveloped with one re side nce. SUBMITTED BY: Jordan Maddox ATTACHMENT S: Description Ordinanc e - Enterp ris e Exhib it A - Loc ation Map Exhib it B - P ro p erty S urvey Exhib it C - Servic e Plan Page 471 of 540 Ordinance No. _____________________ Page 1 of 2 Enterprise Pump Station 10.05 acres ANX-2015-002 Date Approved: 4.26.2016 Exhibit A,B,C attached 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 consisting of 10.058 acres, more or less, in the Hudson Survey, as described herein; providing for service plans; repealing conflicting ordinances and resolutions; including a severability clause; and establishing an effective date. Whereas, the owners of the area proposed for annexation submitted a petition in writing requesting annexation of the area; and Whereas, the Section 4.03.010 of the Unified Development Code creates procedures for initial zoning of newly annexed territory; and Whereas, the Georgetown City Council approved a resolution granting the petition on January 12, 2016; and Whereas, the Georgetown City Council conducted public hearings on the proposed annexation on January 12, 2016, and January 26, 2016; 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 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 and is not inconsistent or in conflict with any 2030 Comprehensive Plan Vision Statements, Goals and Policies. Section 2. The City Council of the City of Georgetown hereby annexes into the city limits 10.058 acres in the Hudson Survey, as shown in “Exhibit A” of this ordinance, and as described in “Exhibit B” of this ordinance. “Exhibit C” contains the service plan. Page 472 of 540 Ordinance No. _____________________ Page 2 of 2 Enterprise Pump Station 10.05 acres ANX-2015-002 Date Approved: 4.26.2016 Exhibit A,B,C attached Section 3. The 10.058 acres, as described in “Exhibit B” of this ordinance, is included in City Council District 1, as it is adjacent to Council District 1 and no other City Council Districts. Section 4. 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 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 accordance with the City Charter. Passed and Approved on First Reading on the 9th day of February, 2016. Passed and Approved on Second Reading on the 26th day of April, 2016. Attest: The City of Georgetown: _________________________________ _________________________________ Shelley Nowling Dale Ross City Secretary Mayor Approved as to form: _________________________________ Charlie McNabb City Attorney Page 473 of 540 CITY OF GEORGETOWN G e o r g e t o w n E T J G e o r g e t o w n E T J G e o r g e t o w n E T J G e o r g e t o w n E T J Georgetown ETJ G e o r g e t o w n E T J A N X-2 0 15 -00 2 R A B B I T H I L L R D S IH 35 NB C L E A R V I E W D R C L E A R V I E W D R S IH 35 FWY NB C O U R T N E Y D R B L U E S P R I N G S B LV D SIERR A W A Y S T ENTR 259 NB C L O V E R D A L E L N EXIT 255B NB FOX D R L O O K O U T R D G S IH 35 SB S IH 35 FWY SB ANX -2015 -002 Exhibit #1 Co ord inate Sys tem: Texas S ta te Plane/Centra l Zone/NAD 83/U S FeetCartographic Data For General Planning Purposes Only 0 1,000 2,000Fee t ¯ Le ge n d SiteParcelsCity LimitsGeorgetown ETJ §¨¦35 Tera vis t a X ing Teravista C l u b D r W e s ti n g h o u s e R d R a b b it H Il l R d ")1460Site City Limits Str eet Si te ³ Page 474 of 540 Exhibit B Page 475 of 540 Annexation Service Plan Enterprise Pump Station Tract Page 1 of 11 Exhibit C CITY OF GEORGETOWN ANNEXATION SERVICE PLAN AREA: ENTERPRISE PIPELINE PUMP STATION COUNCIL DISTRICT NO. 1 DATE: APRIL 26, 2016 I. INTRODUCTION This Service Plan (the Plan) is made by the City of Georgetown, Texas (City) pursuant to Sections 43.056(b)-(o); 43.062, and 43.052(h)(1) of the Texas Local Government Code (LGC). This Plan relates to the annexation into the City of the land shown on Exhibit “A” and Exhibit “B” to this Service Plan, which has sometimes been referred to as “The Enterprise Pipeline Pump Station Site.” The provisions of this Plan were made available for public inspection and explained to the public at the two public hearings held by the City on January 12 and January 26, in accordance with Section 43.056(j) of the LGC. NOTE: This annexation was initiated by the petition or request of the owners of land in the annexed area. As stated in Section 43.056(e) of the Texas Local Government Code, the requirement that construction of capital improvements must be substantially completed within the period provided in this service plan does not apply to a development project or proposed development project within an area annexed at the request or on the petition of the landowner. II. TERM OF SERVICE PLAN Pursuant to Section 43.056(l) of the LGC, this Plan shall be in effect for a ten-year period commencing on the effective date of the ordinance approving the annexation. Renewal of the Plan shall be at the discretion of the City Council and must be accomplished by Ordinance. III. INTENT It is the intent of the City that municipal services under this Plan shall provide municipal services in accordance with the timetables required by the LGC. The City reserves the rights guaranteed to it by the LGC to amend this Plan if the City Council determines that changed conditions, subsequent occurrences, or any other legally sufficient circumstances exist under the LGC or other Texas laws that make this Plan unworkable, obsolete, or unlawful. IV. CATEGORIZATION OF MUNICIPAL SERVICES The municipal services described herein are categorized by those services which are (1) available to the annexed area immediately upon annexation; (2) those services which will be available to the annexed area within 2½ years from the effective date of the annexation; and (3) those services for which capital improvements are needed and which will be available within 4½ years from the effective date of the annexation based upon a schedule for construction of such improvements as set forth herein. Page 476 of 540 Annexation Service Plan Enterprise Pump Station Tract Page 2 of 11 For the purposes of this Plan, “provision of services” includes having services provided by any method or means by which the City provides municipal services to any other areas of the City, and may include causing or allowing private utilities, governmental entities and other public service organizations to provide such services by contract, in whole or in part, and may include duties on the part of a private landowner with regard to such services. In addition, in accordance with Section 43.056(g) of the LGC, if before annexation the annexed area had a lower level of services, infrastructure, and infrastructure maintenance than the same being provided by the City to other areas within the City limits, this Plan shall be construed to allow for the provision to the annexed area of a level of services, infrastructure, and infrastructure maintenance that is comparable to the level of services, infrastructure, and infrastructure maintenance in other parts of the City with topography, land use, and population density similar to those reasonably contemplated or projected in the annexed area. V. SERVICES TO BE PROVIDED UPON ANNEXATION 1. Police Protection –Upon annexation, the Georgetown Police Department will extend regular and routine patrols to the area. 2. Fire Protection and Emergency Medical Services– Upon annexation, in the areas where the City has jurisdiction over fire protection and emergency medical services or a contract under which the City provides such services, the City of Georgetown Fire Department will provide response services in the annexed area consisting of: fire suppression and rescue; emergency response to 9-1-1 calls; fire prevention education efforts, and other duties and services provided by the Georgetown Fire Department to areas within the City limits. 3. Solid Waste Collection – Upon annexation, for occupied structures, the City will provide solid waste collection services to the annexed area in accordance with City ordinances and policies in effect on the date of the annexation. However, per the terms of Sections 43.056(n) and (o) of the LGC, if a property owner chooses to continue to use the services of a privately owned solid waste management provider, the City is prevented from providing solid waste services for 2 years. 4. Operation and Maintenance of Water and Wastewater Facilities in the Annexed Area that Are Not Within the Area of Another Water or Wastewater Utility – City-owned water and wastewater facilities that exist in the annexed area will be maintained upon annexation and such maintenance shall be governed by the City’s ordinances, standards, policies and procedures. Per the provisions of Section 13.01. 020 of the Unified Development Code (“UDC”), for unplatted tracts in the annexed area, the City shall not repair, maintain, install or provide any public utilities or services in any subdivision for which a Final Plat has not been approved and filed for record, nor in which the standards contained in the UDC or referred to therein have not been complied with in full. 5. Operation and Maintenance of Streets, Roads, and Street Lighting – The City will provide preventative maintenance of the existing public streets and roads in the annexed area over Page 477 of 540 Annexation Service Plan Enterprise Pump Station Tract Page 3 of 11 which it has jurisdiction through maintenance and preventative maintenance services such as emergency pavement repair; ice and snow monitoring; crack seal, sealcoat, slurry seal, and PM overlay; and other routine repair. The City shall not maintain private roads in the annexed area. Preventative maintenance projects are prioritized on a City-wide basis and scheduled based on a variety of factors, including surface condition, rideability, age, traffic volume, functional classification, and available funding. As new streets are dedicated and accepted for maintenance they will be included in the City’s preventative maintenance program. Per the provisions of Section 13.01.020 of the UDC, for unplatted tracts in the annexed area, the City shall not repair, maintain, install or provide any streets or street lighting to any subdivision for which a Final Plat has not been approved and filed for record, nor in which the standards contained in the UDC or referred to therein have not been complied with in full. With regard to street lighting, it is the policy of the City of Georgetown that adequate street lighting for the protection of the public and property be installed in all new subdivisions. Installation procedures and acceptable standards for street lights shall be governed by the utility standards of the City in effect at the time of subdivision construction or addition thereto. 6. Operation and Maintenance of Public Parks, Playgrounds, and Swimming Pools - Upon annexation, publicly owned parks, playgrounds, and swimming pools in the annexed area (if any) will be operated and maintained by the City in accordance with the Section 12.20 of the City Code of Ordinances, and other applicable ordinances, policies, and procedures in effect at the time of annexation for other areas in the City limits. Privately owned parks, playgrounds, and pools will be unaffected by the annexation and shall not be maintained by the City. 7. Operation and Maintenance of Publicly Owned Buildings, Facilities, and Services – Should the City acquire any buildings, facilities or services necessary for municipal services in the annexed area, an appropriate City department will operate and maintain them. 8. Library – Upon annexation, library privileges will be available to anyone residing in the annexed area. 9. Planning and Development; Building Permits and Inspections - Upon annexation, the City’s Unified Development Code and Title 15 of the City Code of Ordinances will apply in the area. These services include: site plan review, zoning approvals, Building Code and other standard Code inspection services and City Code enforcement; sign regulations and permits; and Stormwater Permit services. For a full description of these services, see the City’s Unified Development Code and Title 15 of the City Code of Ordinances. 10. Animal Control Services – The provisions of Chapter 7 of the City Code of Ordinances relating to animal control services shall apply in the annexed area. 11. Business Licenses and Regulations – The provisions of Chapter 6 of the City Code of Ordinances relating to business licenses and regulations (Carnivals Circuses and Other Exhibitions; Electrician’s Licenses; Gross Receipts Charge or Street Rental; Peddlers and Page 478 of 540 Annexation Service Plan Enterprise Pump Station Tract Page 4 of 11 Solicitors; Taxicabs, Buses and Other Vehicles for Hire; Horse Drawn Carriages and other Non-Motorized Vehicles for Hire; Sexually Oriented Businesses; and Alcoholic Beverages) shall apply in the annexed area. 12. Health and Safety Regulations – The provisions of Chapter 8 of the City Code of Ordinance relating to health and safety regulations (Fire Prevention Code; Fireworks; Food Sanitation; Noise Control; Nuisances; Junked Motor Vehicles; and Smoking in Public Places) shall apply in the annexed area. 13. Regulations Pertaining to Peace, Morals and Welfare -- The provisions of Chapter 9 of the City Code of Ordinance relating to peace, morals and welfare (Housing Discrimination; Weapons; and Enforcement of Other Miscellaneous Violations) shall apply in the annexed area. VI. SERVICES TO BE PROVIDED WITHIN 4½ YEARS OF ANNEXATION; CAPITAL IMPROVEMENTS PROGRAM 1. In General – The City will initiate the construction of capital improvements necessary for providing municipal services for the annexation area as necessary for services that are provided directly by the City. 2. Water and Wastewater Services– Water and wastewater services are only provided to occupied lots that have been legally subdivided and platted or are otherwise a legal lot, and that are located within the boundaries of the City’s authorized service areas. Further, existing residences in the annexed area that were served by a functioning onsite sewer system (septic system) shall continue to use such private system for wastewater services in conformance with the provisions of Section 13.20 of the City Code of Ordinances. Existing non-residential establishments in the annexed area may continue to use an onsite sewer system (septic system) for sewage disposal in conformance with the provisions of Section 13.20 of the City Code of Ordinances. Upon the Development of any property in the annexed area, the provisions of Chapter 13 of the UDC shall apply. The City shall have no obligation to extend water or wastewater service to any part of the annexed area that is within the service area of another water or wastewater utility. For annexed areas located within the City’s authorized service areas, the City shall, subject to the terms and conditions of this Plan, extend water and wastewater service in accordance with the service extension ordinances, policies, and standards that are summarized in Section X of this Plan, which may require that the property owner or developer of a newly developed tract install water and wastewater lines. The extension of water and wastewater services will be provided in accordance with any applicable construction and design standards manuals adopted by the City. 3. Water and Wastewater Capital Improvements Schedule – Per the Utility Agreement 4. Roads and Streets – No road or street related capital improvements are necessary at this time. Future extension of roads or streets and installation of traffic control devices will be governed by the City’s Comprehensive Plan, the City’s Overall Transportation Plan, the City’s Capital Improvements Plan; the City’s regular or non-impact fee Capital Improvements Program, and Page 479 of 540 Annexation Service Plan Enterprise Pump Station Tract Page 5 of 11 any applicable City ordinances, policies, and procedures, which may require that the property owner or developer install roads and streets at the property owner’s or developer’s expense. It is anticipated that the developer of new subdivisions in the area will install street lighting in accordance with the City’s standard policies and procedures. Provision of street lighting will be in accordance with the City’s street lighting policies. 5. Capital Improvements for Other Municipal Services – No capital improvements are necessary at this time to provide municipal Police; Fire Protection; Emergency Medical Services; Solid Waste Collection; Public Parks, Playgrounds, or Swimming Pools; Public Buildings or Facilities; or Library Services. The annexed area will be included in the City’s future planning for new or expanded capital improvements and evaluated on the same basis and in accordance with the same standards as similarly situated areas of the City. VII. FORCE MAJEURE AND SCHEDULE EXTENSIONS 1. Certain events, described as Force Majeure Events in this Plan, are those over which the City has no control. Force Majeure Events shall include, but not be limited to, acts of God; terrorism or acts of a public enemy; war; blockages; riots; strikes; epidemics; forces of nature including landslides, lightening, earthquakes, fires, storms, floods, washouts, droughts, tornadoes, hurricanes; arrest and restraint of government; explosions; collisions, and all other inabilities of the City, whether similar to those enumerated or otherwise, which are not within the control of the City. Any deadlines or other provisions of this Plan that are affected by a Force Majeure Event shall be automatically extended to account for delays caused by such Force Majeure Event. 2. In accordance with Section 43.056(e) of the LGC, this Plan and the schedules for capital improvements necessary to provide full municipal services to the annexed area may be amended by the City to extend the period for construction if the construction is proceeding with all deliberate speed. The construction of the improvements shall be accomplished in a continuous process and shall be completed as soon as reasonably possible, consistent with generally accepted local engineering and architectural standards and practices. However, the City does not violate this Plan if the construction process is interrupted for any reason by circumstances beyond the direct control of the City. VIII. AMENDMENTS Pursuant to the provisions of Section 43.056(k) of the LGC, on approval by the City Council, the Plan is a contractual obligation that is not subject to amendment or repeal except as provided by state law. Section 43.056(k) of the LGC provides that if the City Council determines, after public hearings, that changed conditions or subsequent occurrences make the Plan unworkable or obsolete, the City Council may amend the Plan to conform to the changed conditions or subsequent occurrences. An amended Plan must provide for services that are comparable to or better than those established in the Plan before amendment. Before any Plan amendments are adopted, the City Council must provide an opportunity for interested persons to be heard at public hearings called and held in the manner provided by Section 43.0561 of the LGC. Page 480 of 540 Annexation Service Plan Enterprise Pump Station Tract Page 6 of 11 IX. FEES The City may impose a fee for any municipal service in the area annexed if the same type of fee is imposed within the corporate boundaries of the City. All City fees are subject to revision from time to time by the City in its sole discretion. X. SUMMARY OF CURRENT WATER AND WASTEWATER SERVICE EXTENSION POLICIES Per the requirements of Section 43.056(e) of the LGC, the following summary is provided regarding the City’s current service extension policies for water and wastewater service. However, this is a summary of the current policies, and the policies and regulations related to water and wastewater utility extensions that are included in the City Code of Ordinances, the Unified Development Code, the City’s Construction and Specifications Manual; Drainage Manual, and other published policies and technical manuals, as the same may be amended from time to time, shall control the extension of water and wastewater services to the annexed area. In addition, these policies and ordinances are set by City Council and can be amended in the future: 1. In General -- The provisions of Chapter 13 of the City’s Unified Development Code (“UDC”) shall apply in the annexed area and Chapter 13 of the City Code of Ordinances. Portions of the current Chapter 13 of the UDC and the current Chapter 13 of the Code of Ordinances are summarized below. Note that these provisions are established by ordinance of the City Council and are subject to change from time to time. A. The City shall not repair, maintain, install or provide any water services, wastewater service, gas, electricity or any other public utilities or services to any property that has not been legally subdivided or is a non-legal lot. B. For property that is required by the City’s UDC or other City regulations to construct water or wastewater facilities, funding and construction of those facilities are the responsibility of the property owner or developer (the “subdivider”). C. Subdividers shall be responsible for providing an approved public water supply system for fire protection and domestic/ commercial/ industrial usage consistent with the Comprehensive Plan. Where an approved public water supply or distribution main is within reasonable distance of the subdivision, but in no case less than one-quarter mile away, and connection to the system is both possible and permissible (including adequate system capacity), the subdivider shall be required to bear the cost of connecting the subdivision to such existing water supply. The subdivider shall, consistent with all existing ordinances, make a pro-rata contribution to funding of needed storage facilities, treatment facilities, and specific distribution lines as determined necessary by the City. D. Subdividers shall be responsible for providing an approved public sanitary sewer system, consistent with the Comprehensive Plan, throughout the entire subdivision such that all lots, parcels, or tracts of land will be capable of connecting to the sanitary sewer system except as otherwise provided herein. Where an approved public sanitary sewer collection main or Page 481 of 540 Annexation Service Plan Enterprise Pump Station Tract Page 7 of 11 outfall line is in no case less than one-half mile away, and connection to the system is both possible and permissible (including adequate system capacity), the subdivider shall be required to bear the cost of connecting the subdivision to such existing sanitary sewer system. Where an approved public wastewater collection main or outfall line is more than one-half mile away from the property boundary, and where extension of a sanitary sewer collection main or outfall line is scheduled in the City’s Capital Improvements Plan to be completed to a point within one-half mile of the property boundary within five (5) years from the date of the Preliminary Plat approval, the subdivider shall be required to install a public wastewater collection system. The design and construction of a public sanitary sewer system shall comply with regulations covering extension of public sanitary sewer systems adopted by the Texas Commission on Environmental Quality. E. All infrastructure and public improvements must be designed and installed in accordance with all of the elements of the Comprehensive Plan and shall meet the minimum requirements established by the UDC, the City's Construction Standards and Specifications for Roads, Streets, Structures and Utilities, and any other adopted City design or technical criteria. No main water line extension shall be less than eight inches. All new public sanitary sewer systems shall be designed and constructed to conform with the City’s Construction Standards and Specifications and to operate on a gravity flow basis by taking advantage of natural topographic conditions and thereby reducing the need for lift stations and force mains. 2. If the specific undeveloped property does not have City water or wastewater facilities and capacity fronting the property – the owner may make an application for an extension of service to the property. If the Assistant City Manager for Utilities determines in writing that adequate water or wastewater capacity is available, or will be available, and if the project does not include City cost participation or reimbursement, if the proposed facilities are depicted on the City’s Water and Wastewater Master Plans, and the requested service otherwise meets the City’s requirements, the extension size, capacity, and routing may be approved by the Assistant City Manager for Utilities for construction by the developer at the developer’s cost and expense. 3. If the specific undeveloped property does have adequate City water or wastewater facilities and capacity fronting the property – the owner may receive water or wastewater service from the City by applying for a tap permit and paying the required fees. 4. If any property in the annexed area is using a septic system – the property owner remains responsible for the operation and maintenance of the septic system. If the property is in a Rural Residential Subdivision as defined in Chapter 13 of the UDC, or is a legal lot greater than one acre in size and used for single family residential purposes, the property shall continue the use of a septic system after annexation until such time that the use of the property changes, the property is further subdivided or developed, or a public sanitary sewer line has been extended to within 200 feet of the property boundary and the property owner has received notification from the City of the City’s desire for the property to be connected to the public sanitary sewer line. If the septic system fails before the City’s centralized wastewater service is extended to within 200 feet of the property and the City determines that the provision of centralized Page 482 of 540 Annexation Service Plan Enterprise Pump Station Tract Page 8 of 11 wastewater service is not feasible or practical at that time, then the property owner must either repair or replace the septic system in accordance with the provisions of Section 13.20 of the City Code of Ordinances. Properties using a septic system that are not in a Rural Residential Subdivision , or are not legal lots greater than one acre in size and used for single family residential purposes at the time of annexation, but that are designated as either residential, open space or agricultural on the City’s Future Land Use Plan shall continue the use of a septic system until such time that the use of the property changes, the property is further subdivided or developed, or a public sanitary sewer line has been extended to within 200 feet of the property boundary and the property owner has received notification from the City of the City’s desire for the property to be connected to the public sanitary sewer line. 5. Reimbursement and cost participation by the City – Pursuant to Section 13.09.030 of the UDC, the City, in its sole discretion and with City Council approval, may participate with a property owner or developer in the cost of oversized facilities or line extensions. The actual calculation of the cost participation and reimbursement amounts, including limits and schedules for the payments, are set forth in the UDC. 6. City Code of Ordinances: (The following provisions are set by the City Council and can be amended in the future by ordinance.) Chapter 13.10 of the City Code of Ordinances currently provides as follows: Section 13.10.010 Policy established. This policy shall apply to improvements to the City's utility systems, including system upgrades, system expansion, and plant capacity additions. In this Section, the term “utility system” shall mean the City’s water system, wastewater system, reuse irrigation system, and stormwater drainage system. Section 13.10.020 System Planning. The City shall maintain and periodically update system plans for each utility so that system improvements are implemented to maintain adequate capacity for growth while maintaining proper service levels to existing customers. Section 13.10.030 Project Timing. A. Projects designed to expand or upgrade a utility system must be completed and ready for operations such that capacity requirements by state regulatory agencies and City system plans are met. B. When possible, the City should coordinate the construction of system improvements in a particular location with the expansion or maintenance of other utility infrastructure to minimize the future impact on each utility. C. Projects should begin the design phase when existing demand at a specific location exceeds 75% of current capacity and future demand is expected to exceed the current total capacity. Page 483 of 540 Annexation Service Plan Enterprise Pump Station Tract Page 9 of 11 D. Projects should begin the construction phase when existing demand at a specific location exceeds 90% of current capacity and future demand is expected to exceed the current total capacity. E. Projects required to facilitate the development of a specific tract shall be done in accordance with the Unified Development Code. F. Projects required as a result of an annexation service plan shall be provided as stated in the approved Service Plan for such annexed tracts. Section 13.10.040 Project Financing. A. Projects required to facilitate the subdivision of a specific tract shall be paid by the subdivider in accordance with the Unified Development Code, unless otherwise authorized in writing and approved by the City Council in accordance with the terms of Section 13.09 of the Unified Development Code or other applicable law. B. When utility expansion is requested within a portion of the City’s utility service area, but the City is not otherwise required to provide service or planning to provide service as reflected in the City’s Capital Improvements Plan, the City may nonetheless, at the City’s sole option, facilitate the design and construction of the required utility extensions or upgrades by managing the project with the cost of such extensions to be shared and fully paid by the requesting landowners or subdividers prior to commencement of the project. C. When utility expansion is requested within a portion of the City’s utility service area, the City shall evaluate degree to which the project 1) facilitates contiguous growth, 2) maximizes the provision of service to the service area, 3) enhances economic development, 4) improves system operations, 5) contributes to conservation or other environmental concern, and 6) facilitates the completion of the utility master plan. D. At the City’s sole option, the City may also facilitate the installation of utility expansion requests through 1) financial cost contribution, 2) financing of the improvement using individual contracts between the City and each landowner for a proportionate share of the project cost to be paid out over a specified period of time at a specified rate of interest, 3) Impact Fee or connection fee reduction or waiver. Chapter 13.20 of the City Code of Ordinances currently provides as follows: Sec. 13.20.010. General. A. It is unlawful for any owner or lessee, tenant or other person in possession of any premises where any person lives or works, or occupies the same, to establish, maintain or use any water closet, bathtub, lavatory or sink except by one of the following means and consistent with the other terms, conditions and requirements of this Chapter and with the City’s Unified Development Code: 1. Connection to an approved Onsite Sewage Facility that is constructed and maintained in accordance with the rules and regulations of all appropriate state and local agencies having jurisdiction over such facilities; or 2. Connection to a public centralized wastewater collection main with all wastewater discharged to a centralized public wastewater collection system. B. Upon the “Development” of property, the provisions of Chapter 13 of the Unified Development Code (pertaining to Infrastructure and Public Improvements) shall govern the provision of Page 484 of 540 Annexation Service Plan Enterprise Pump Station Tract Page 10 of 11 wastewater service to the property. For the purposes of this section, the term “Development” shall have the same meaning as in Section 16.05 of the City’s Unified Development Code. C. It is the duty of each such person referenced in subsection (A), above, to connect such fixtures to an approved wastewater system, and to maintain the same. Sec. 13.20.020. On Site Sewage Facilities. A. General. All On Site Sewage Facilities must be constructed and maintained in accordance with the rules and regulations of the appropriate state and local agencies having jurisdiction over such facilities. B. Availability of a Public Centralized Wastewater Collection Main. If a public centralized wastewater collection main is located within 200 feet of a property line, and the wastewater collection main has adequate capacity to receive and transport the wastewater flow produced by the property, then property owner shall connect that property to said utility line at the earliest to occur of either of the following events: failure of the On Site Sewage Facility servicing the property, or the date that is five (5) years after receipt of notice of the availability of a wastewater collection main within 200- feet of the property line. C. Failure of On Site Sewage Facility. When an Onsite Sewage Facility fails, the following provisions shall apply: a. If a public centralized wastewater collection main is located within 200 feet of the property boundary, and the wastewater collection main has adequate capacity to receive and transport the wastewater flow produced by the property, then the property must be connected to said utility line by the property owner; b. If no public centralized wastewater collection main is located within 200 feet of the property boundary, the City shall evaluate the feasibility of providing centralized wastewater collection services to the property via a gravity or low pressure system. Where the provision of gravity sewer service or low pressure system is technically feasible, utility system improvements may be made in accordance with Chapters 13.10; c. If the City determines that the provision of wastewater service via a centralized wastewater collection main is not necessary due to existing or future land use, then the On Site Sewage Facility may be repaired or replaced. (Prior code § 12-101) Sec. 13.20.030. Privies prohibited. It is unlawful for any owner or lessee, tenant or other person in possession of any premises in the City to establish or maintain any privy or dry closet. Sec.13.20.040 Low Pressure Sewer Systems A. A “Low Pressure Sewer System” is an individual lift station located at each utility customer or property owner location having a private force main connecting to a public force main or gravity main located in a public utility easement or public right-of-way. B. Each property owner and utility customer shall be responsible for the cost of installation and maintenance of the individual lift station and private force main. Section 13.20.050. Prohibited Discharges into Sewer System Page 485 of 540 Annexation Service Plan Enterprise Pump Station Tract Page 11 of 11 No person shall discharge, cause to be discharged, or permit to be discharged, either directly or indirectly into the public sewer system, waste or wastewater from any of the following sources unless allowed by the City Manager, or his/her designee: A. Any wastes or wastewater that does not meet the limitations imposed by Section 13.24 of the Code of Ordinances. B. Any stormwater, groundwater, rainwater, street drainage, subsurface drainage, or yard drainage; C. Any unpolluted water, including , but not limited to, cooling water, process water or blow-down water from cooling towers or evaporative coolers; D. E. Any wastes or wastewater, or any object, material, or other substance directly into a manhole or other opening into the sewer facilities other than wastes or wastewater through an approved service connection. F. Any holding tank waste, provided, that such waste may be placed into facilities designed to receive such wastes and approved by the City Manager, or his/her designee. Section 13.20.060 Sewer System Maintenance A. For properties with gravity wastewater service, the property owner and utility customer shall be responsible for the proper operation, maintenance, and repairs of the sewer system in the building and the service lateral between the building and the point of connection into the public sewer main. B. For properties with low pressure service, the property owner and utility customer shall be responsible for the proper operation, maintenance, and repairs of the sewer system in the building and the service lateral, lift station (grinder pump) and force main between the building and the point of connection into the public sewer main. C. When, as a part of sewer system testing, the City identifies a flaw in a private service lateral or force main where a repair is necessary to prevent infiltration or inflow, the property owner and utility customer shall be responsible to cause the repairs to be made within one (1) year of the date of notification by the City. D. If repairs are not complete within one year of notification by the City, City may engage the services of a contractor to make the necessary repairs with the costs for such repairs to be paid by the City and subsequently charged to property owner and utility customer. Page 486 of 540 City of Georgetown, Texas City Council Regula r Meeting April 26, 2016 SUBJECT: Second Readi ng of an Ordinance to Rezone 1.00 ac r e of the L.J. Dyches Survey located at 1 00 0 F M 1460 from the the Agriculture (AG) District to the Low Density Multifamily (MF-1) District -- Sofia Nelso n, CNU-A, P lanning Director (acti on requi red) ITEM SUMMARY: B ackground: The applicant is requesting to rezone the 1 acre pro perty fro m the Agriculture (AG) District to the Low De nsity Multifamily (MF-1) Distric t. The 1 acre property was originally submitted for rezo ning with application REZ-2015 -02 3. However, due to an oversite be twe e n annexation area and zoning area, staff did not include the 1 acre lot (within City limits) in that rezoning application. Once rezoned, the 1 acre lot will be de veloped with the adjacent 17 .81 acres recently rezoned to MF-1. The new pro perty o wners of both lo ts are propo sing to develop the entire site which is a total of 1 8.8 1 acres. The 17.81 acre site and the 1 acre site would be co nsidered as one residential de velopment. Publ i c Comment: As required by the Unified Deve lo pment Code, all pro pe rty owners within a 20 0 foot radius o f the property and within City jurisdictio n (1 0 notices mailed) were notified of the rezoning application, a le gal no tice advertising the public hearing was placed in the Sun Newspaper and a sign was po sted on-site. To date, staff has re ceived one pho ne c all requesting general info rmation about the project. No written or verbal c omments in support or against the applic ant’s proposal have be e n received by staff. Pl anni ng & Zoni ng Commi ssi on: At their April 5 , 2016 meeting, the Planning & Zoning Commission recommende d (5-0) o f the rezoning request. No body from the public spo ke in favo r or in opposition of the request at the public hearing. Ci ty Counci l Fi rst Readi ng: At their April 1 2, 2 01 6 meeting, the City Council approved (5-0) the First Reading o f an Ordinance. Recommended Mo ti on: Approval of the Second Reading of an Ordinance rezoning 1.00 acre of the L.J. Dyches Survey located at 1 00 0 FM 1 46 0 from Agriculture (AG) District to Low Density Multifamily (MF-1). FINANCIAL IMPACT: N/A SUBMITTED BY: Juan Enriquez, Planner and Sofia Nelson, CNU-A, P lanning Director ATTACHMENT S: Description S taff Report Exhib it 1 - Loc ation Map Exhib it 2 - Future Land Use Map Exhib it 3 - Zoning Map Ordinanc e Exhib it A - Loc ation Map Exhib it B - Legal Des c rip tion Page 487 of 540 Georgetown Planning Department Staff Report 1000 FM 1460 Rezoning – 1 acre Page 1 of 4 Report Date: March 31, 2016 File No: REZ-2016-012 Project Planner: Juan Enriquez, Planner Item Details Project Name: 1000 FM 1460 Location: 1000 FM 1460 Total Acreage: 1.00 Legal Description: L.J. Dyches Survey Applicant: Haynie Consulting, Inc (Kevin Mercer) Property Owner: Old Mill Holdings, LLC (Jimmy Jacobs) Contact: Haynie Consulting, Inc (Kevin Mercer) Existing Use: Single-Family Residence Existing Zoning: Agriculture (AG) Proposed Zoning: Low Density Multifamily (MF-1) Future Land Use: Moderate Density Residential Growth Tier: Tier 1A Overview of Applicant’s Request The applicant is requesting to rezone the 1 acre property from the Agriculture (AG) District to the Low Density Multifamily (MF-1) District. The 1 acre property was originally submitted for rezoning with application REZ-2015-023. However, due to an oversite between annexation area and zoning area, staff did not include the 1 acre lot (within City limits) in that rezoning application. Once rezoned, the 1 acre lot will be developed with the adjacent 17.81 acres recently rezoned to MF-1. The new property owners of both lots are proposing to develop the entire site which is a total of 18.81 acres. The 17.81 acre site and the 1 acre site would be considered as one residential development. Site Information Location: The property is located on the west side of FM 1460 (old) between Quail Valley Drive and Pleasant Valley Drive. See Exhibit 1. Physical Characteristics: The property was previously used as a residence which currently remains on site. This 1 acre was the homestead site of the larger 17.81 tract that is adjacent. The 1 acre lot does not have direct frontage on FM 1460; however, the larger tract has approximately 185 feet of street Page 488 of 540 Planning Department Staff Report 1000 FM 1460 Rezoning – 1 acre Page 2 of 4 frontage along FM 1460 from which access is taken for this property. Surrounding Properties: The surrounding zoning includes RS & AG to the south, IN to the west and north and AG to the east. Location Zoning Future Land Use Existing Use North AG Moderate Density Residential/Mixed Use Neighborhood Center Residential Neighborhood South RS Moderate Density Residential/Mixed Use Neighborhood Center Residential Neighborhood East AG Moderate Density Residential/Mixed Use Neighborhood Center Residential Neighborhood West MF-1 Moderate Density Residential/Mixed Use Neighborhood Center Undeveloped Residential Lot Property History The recently approved rezoning of the neighboring 17.81 acres from AG to MF-1 (REZ-2015- 023) should have included the 1 acre lot for a total of 18.81 acres. The 17.81 acre lot was recently annexed with application (ANX-2015-001) and is zoned MF-1. The 1 acre property was already within City limits and annexed in 2013 and assigned the default AG District 2030 Comprehensive Plan Future Land Use: The 2030 Future Land Use category for the majority of this property is Moderate Density Residential. This land use category comprises single family neighborhoods with a density ranging between 3.1 and 6 dwelling units per acre. The MF-1 District may be appropriate in the Moderate Density Residential area based on location, surrounding uses, and infrastructure impacts. The site also has a Mixed Use Neighborhood Center category, which is designated for smaller areas that are walkable and mixed commercial use within an existing neighborhood. Growth Tier: The 2030 Plan Growth Tier Map designation is Tier 1A (Developed, Redeveloping), which is the portion of the City where infrastructure systems are in place, or can be economically provided, and where the bulk of the City’s growth should be guided over the near term. Utilities There is adequate water and electric service available to the site. There is a 21” wastewater interceptor adjacent to the tract that the applicant can tie onto, with adequate capacity for the density allowed in the proposed zoning district. Any downstream improvements necessary for any utility will be determined at the time of construction and shared by the applicant. Per the City’s policy, all utility extensions to the site will be done by the developer. Page 489 of 540 Planning Department Staff Report 1000 FM 1460 Rezoning – 1 acre Page 3 of 4 Transportation As previously mentioned, FM 1460 currently provides the only access to the site. FM 1460 is considered a major thoroughfare. Two points of access will be required for the entire site (18.81 acres) during the Site Development Plan review process (administrative process) if 30 or more units are proposed on-site. The second point of access will be taken from Madison Oaks Avenue to the west which leads to an industrial business park area. It should be noted that a major relocation of FM 1460 is currently underway (ground breaking occurred in the fall of 2015). This segment of FM 1460 will be relocated approximately 600 feet to the east of its current location and the old FM 1460 will be reclassified as a major collector which will not be a through street. The project site will have access to the new FM 1460 via High Tech Drive. Zoning District The existing zoning district for the site is Agriculture (AG). The district is intended to allow large rural residential development, agricultural and farming uses and may include lands that are relatively undeveloped. The AG district is also the default district for land newly annexed into the City but not yet placed in an appropriate zoning classification. Proposed Zoning District The Low Density Multi-Family District (MF-1) is intended for attached and detached multi- family residential development, such as apartments, condominiums, triplexes, and fourplexes, at a density up to 14 dwelling units per acre and maximum impervious cover of 50%. MF-1 zoned properties should have access to major thoroughfares and arterial streets and should not route traffic through lower density districts and may serve as a transition between single- family districts and more intense multifamily or commercial districts. Notable Development Standards in MF-1: Maximum building height 35 feet Minimum rear setback to residential district 20 feet (10 foot setback when not next to residential) Minimum side setback to residential district 20 feet (10 foot setback when not next to residential) Bufferyard required between: • MF-1 and RS • MF-1 and AG • A 15 foot wide planting area. 1 shade tree, 2 evergreen ornamental trees and 8 evergreen shrubs per each 50 linear feet • A 10 foot wide planting area. 2 evergreen ornamental trees and 4 evergreen shrubs per each 50 linear feet Maximum units per structure 12 Page 490 of 540 Planning Department Staff Report 1000 FM 1460 Rezoning – 1 acre Page 4 of 4 Staff Analysis Findings Based on all the information presented, staff has made the following findings: • The Future Land Use designation of Moderate Density Residential supports the MF-1 zoning district at this location as the multifamily development will serve as a buffer and a transition area between the RS District and the IN District to the north and west. • The MF-1 District is appropriate at this location due to it’s access to a major thoroughfare. • The MF-1 District is supportable at this location as the site is surrounded by significant regional water and wastewater facilities. • The Moderate Density Residential land use category supports neighborhoods at a density ranging between 3.1 and 6 dwelling units per acre, with housing types including small-lot detached and attached single-family dwellings. The applicant’s utility evaluation states that 90 units are proposed, which would average 5 units per acre. The MF-1 District allows up to 14 units per acre but the average units is anticipated to be less due to flood plain/open space area limitations on the larger tract. • The rezoning request is in conformance with Goal 1, Policies and Actions 1.A, which states “Encourage a balanced mix of residential, commercial, and employmenjt uses at varying densities and intensities, to reflect transition from urban to suburban to rural development.” In this case, the rezoning of the subject property from AG to MF-1 will encourage a balanced mix of residential types and establish varying densities. • The MF-1 District will have less vehicular impacts on the neighborhood since traffic will be routed towards two major thoroughfares (Austin Avenue via Madison Oaks Avenue and the New FM 1460 via High Tech Drive). Staff Recommendation Staff recommends approval of the applicant’s request based on the above-mentioned findings. Public Comments As required by the Unified Development Code, all property owners within a 200 foot radius of the property and within City jurisdiction (10 notices mailed) were notified of the rezoning application, a legal notice advertising the public hearing was placed in the Sun Newspaper and a sign was posted on-site. To date, staff has received one phone call requesting general information about the project. No written or verbal comments in support or against the applicant’s proposal have been received by staff. Attachments Exhibit 1 – Location Map Exhibit 2 – Future Land Use Exhibit 3 – Zoning Map Page 491 of 540 K N I G H T S T S C E N I C T N SCENIC TN J A N L N S O U T H WESTERN BLVD S I H 3 5 F W Y N B T R A I L S ENDDR E 1 7 T H 1 /2 S T W H I G W A Y R A B B I T H O L L O W L N E 18 T H S T R I F L E B E N D D R O L I N C V F M 1 460 PLE A S A N T V A L L E Y D R G E O RGIAN D R R A B B I T R U N W 18TH ST S M I T H B R A N C H B L V D E 1 9 T H S T S A M H O U S T O N AVE H I G H L A N D D R L E A N D E R RD R A I N T R E E D R E 2 0 T H S T C O F F E E S TRAILROAD AVE AIRBO R N CIR WA L N U T S T S O U T H W A L K S T W 1 9 TH ST INDUSTRIALAVE C A N T E R B U RY TRL MAPLE RAMP M A P L E S T P I N EST L E A N D E R S T L O N G B R A N C HDR W18TH ST E 2 0 T H S T BRIDGE ST T H U N D E R V A L L E Y T R L E 1 9 T H S T C Y R U S A V E H O G G S T B R A Y D E N C V SCENI C D R S AUSTIN AVE A S H S T S C O L L E G E S T S C H U R C H S T S I H 3 5 S B A L L E Y E 20TH S T E 1 9 T H S TW 1 9 TH ST W 2 0 T H S T S MAIN ST W 18TH ST T E X S T A R D R C L O V E R V A L L E Y L N V A L L E Y D R T O W E R D R SNEAD DR E 1 9 T H 1 /2 S T H A R T S T C A NDEE S T ALLEY E 2 2 N D S T F O R E S T S T M A P L E S T H I G H T E C H D R Q U AILVALLE Y D R Q U A I L V A L L E Y D R Q U AIL M E A DOWDR S E I N N E R L O O P W 24TH ST TRACYCHAMBERSLN TASUS WAY L O N D O N L N FINCH LN E 2 1 S T S T L E E D S C A S T L E W A L K E X I T 2 6 0 N B W 21ST ST C R E E K S I D E L N KENDALL ST E X I T 2 5 9 S B M O U R N I N G D O V E L N WILCO WAY HUTTO RD E N T R 2 5 9 N B K A T Y L N C O T T O N T A I L L N W 2 2 ND S T COOPERATIVE WAY S I H 3 5 F W Y S B S I H 3 5 N B M A D I S O N O A K S A V E REZ-2016-012Exhibit #1 Coordinate System: Texas State Plane/Central Zone/NAD 83/US FeetCartographic Data For General Planning Purposes Only ¯ Location Map 0 0.5Mi Le ge ndSiteParcelsCity LimitsGeorgetown ETJ Page 492 of 540 GEORGIA N D R W H I G W A Y S U N R I S E V A L L E Y L N P L E A S A N T V A L L E Y D R H I G H L A N D D R I N D U S T RI A L A V E C A N T E R B U R Y TRL T H U N D E R V A L L E Y T R L FM 1460 T E X S T A R D R C L O V E R V A L L E Y L N V A L L E Y D R T O W E R D R S I L V E R V A L L E Y L N B L U E B O N N E T V A L L E Y D R H I G H T E C H D R Q U A I L V A L L E Y D R L O N D O N L N LEE D S C A S T L E W A L K M A D I S O N O A K S A V E Coordinate System: Texas State Plane/Central Zone/NAD 83/US FeetCartographic Data For General Planning Purposes Only ¯ Future Land Use / Overall Transportation Plan Exhibit #2 REZ-2016 -012 Legend Thoroughfare Future Land Use Institutional Regional Commercial Community Commercial Em ployment Center Low Density Residential Mining Mixed Use Community Mixed Use Neighborhood Center Moderate Density Residential Open Space Specialty Mixed Use Area Ag / Rural Residential Existing Collector Existing Freeway Existing Major Arterial Existing Minor Arterial Existing Ramp Proposed Collector Proposed Freeway Propsed Frontage Road Proposed Major Arterial Proposed Minor Arterial Proposed Railroad High Density Residential 0 ¼Mi LegendSiteParcelsCity Lim itsGeorgetown ETJ Page 493 of 540 GEORGIA N D R W H I G W A Y S U N R I S E V A L L E Y L N P L E A S A N T V A L L E Y D R H I G H L A N D D R I N D U S T RI A L A V E C A N T E R B U R Y TRL T H U N D E R V A L L E Y T R L FM 1460 T E X S T A R D R C L O V E R V A L L E Y L N V A L L E Y D R T O W E R D R S I L V E R V A L L E Y L N B L U E B O N N E T V A L L E Y D R H I G H T E C H D R Q U A I L V A L L E Y D R L O N D O N L N LEE D S C A S T L E W A L K M A D I S O N O A K S A V E Zoning InformationREZ-2016-012Exhibit #3 Coordinate System: Texas State Plane/Central Zone/NAD 83/US FeetCartographic Data For General Planning Purposes Only Le ge ndSiteParcelsCity LimitsGeorgetown ETJ ¯ 0 ¼MiPage 494 of 540 Ordinance Number: ___________________ Page 1 of 2 Description: Rezone 1.00 acre of the L.J. Dyches Survey Case File #: REZ-2016-012 Date Approved: __________________ Exhibits A-B Attached ORDINANCE NO. _____________________ An Ordinance of the City Council of the City of Georgetown, Texas, amending part of the Official Zoning Map to rezone 1.00 acre of the L.J. Dyches Survey from the Agriculture (AG) District to the Low Density Multifamily (MF-1) District; repealing conflicting ordinances and resolutions; including a severability clause; and establishing an effective date. Whereas, an application has been made to the City for the purpose of amending the Official Zoning Map, adopted on the 12th day of June, 2012, for the specific Zoning District classification of the following described real property ("The Property"): 1.00 acre in the L.J. Dyches Survey in Williamson County, Georgetown, Texas, hereinafter referred to as "The Property"; and Whereas, the City Council has submitted the proposed amendment to the Official Zoning Map to the Planning and Zoning Commission for its consideration at a public hearing and for its recommendation or report; and Whereas, public notice of such hearing was accomplished in accordance with State Law and the City’s Unified Development Code through newspaper publication, signs posted on the Property, and mailed notice to nearby property owners; and Whereas, the Planning and Zoning Commission, at a meeting on April 5, 2016, held the required public hearing and submitted a recommendation of approval to the City Council for the requested rezoning of the Property; and Whereas, the City Council, at a meeting on April 12, 2016, held an additional public hearing prior to taking action on the requested rezoning of the Property. 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 vision, goals, and policies of the Georgetown 2030 Comprehensive Plan and further finds that the enactment of this Ordinance is not inconsistent or in conflict with any other policies or provisions of the 2030 Comprehensive Plan and the City’s Unified Development Code. Page 495 of 540 Ordinance Number: ___________________ Page 2 of 2 Description: Rezone 1.00 acre of the L.J. Dyches Survey Case File #: REZ-2016-012 Date Approved: __________________ Exhibits A-B Attached Section 2. The Official Zoning Map, as well as the Zoning District classification(s) for the Property is hereby amended from the Agriculture (AG) District to the Low Density Multifamily (MF-1) District, in accordance with the attached Exhibit A (Location Map) and Exhibit B (Legal Description) and incorporated herein by reference. 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 in accordance with the provisions of state law and the City Charter of the City of Georgetown. APPROVED on First Reading on the 12th day of April, 2016. APPROVED AND ADOPTED on Second Reading on the 26th day of April, 2016. THE CITY OF GEORGETOWN: ATTEST: ______________________ _________________________ Dale Ross Shelley Nowling Mayor City Secretary APPROVED AS TO FORM: ______________________ Charlie McNabb City Attorney Page 496 of 540 K N I G H T S T SCENIC TN SCENIC TN J A N L N S O U T H WESTERN BLVD S I H 3 5 F W Y N B T R A I L S ENDDR E 17TH 1/2 ST W H I G W A Y RABBIT H O L L O W L N E 18 T H S T R I F L E B E N D D R OLIN CV F M 1 460 PLE A S A N T V A L L E Y D R G E O RGIAN D R R A B B I T R U N W 18TH ST S M I T H B R A N C H B L V D E 19TH ST S A M H O U S T O N AVE H I G H L A N D D R L E A N D E R RD RAINTRE E D R E 20TH ST C O F F E E S T RA I L R O A D A V E AIRBO R N CIR WA L N U T S T SOUTHW A L K S T W 19TH ST INDUSTRIALAVE C A N T E R B U RY TRL MAPLE R A M P M A P L E S T P I N EST L E A N D E R S T L O N G B R A N C HDR W18TH ST E 20TH ST BR I D G E S T THUNDER V A L L E Y T R L E 19TH ST CYRUS AV E H O G G S T BRAYDEN C V SCENI C D R S A U S T I N A V E A S H S T S C O L L E G E S T S C H U R C H S T S I H 3 5 S B A L L E Y E 20TH ST E 1 9 T H S TW 19TH ST W 20TH ST S M A I N S T W 18TH ST T E X S T A R D R C L O V E R V A L L E Y L N VALLEY D R T O W E R D R SN E A D D R E 19TH 1/2 S T H A R T S T C A N D E E S T AL L E Y E 22ND ST F O R E S T S T M A P L E S T HIGH TE C H D R Q U AILVALLE Y D R QUAIL VALL E Y D R Q U AIL M E A DOWDR SE INNER LO O P W 24TH ST TRACYCHAMBERSLN TASUS WAY L O N D O N L N FINCH LN E 2 1 S T S T L E E D S C A S T L E W A L K E X I T 2 6 0 N B W 21ST ST C R E E K S I D E L N KE N D A L L S T E X I T 2 5 9 S B M O U R N I N G D O V E L N WIL C O W A Y HUTTO RD E N T R 2 5 9 N B K A T Y L N COTTONT A I L L N W 22ND ST COOPER A T I V E W A Y S I H 3 5 F W Y S B S I H 3 5 N B MADISON O A K S A V E REZ-2016-012Exhibit #1 Coordinate System: Texas State Plane/Central Zone/NAD 83/US FeetCartographic Data For General Planning Purposes Only ¯ Location Map 0 0.5Mi LegendSiteParcelsCity LimitsGeorgetown ETJ Page 497 of 540 Page 498 of 540 Page 499 of 540 City of Georgetown, Texas City Council Regula r Meeting April 26, 2016 SUBJECT: Second Readi ng of an Ordinance for a Speci al Use Permi t at 215 West 3rd Stre e t, bearing the legal description of City of Ge orgetown, Block 9 , Lot 5 -6, 7-8 (W/PTS), for a first floor residential pro ject in the Mixed Use -Downto wn (MU- DT) District -- Sofia Nelso n, CNU-A, Planning Director (acti on requi red) ITEM SUMMARY: The applicant has requested co nsideration of a Spe c ial Use Permit (SUP) that would allo w residential use on the first floor of a multi-family development in the Mixed Use Downtown (MU-DT) distric t at the northeast co rne r o f 3 rd and Rock Streets. MU-DT zo ning enco urages a mix of co mmercial and re sidential development, limiting residential uses to upper floors, unle ss the pro perty obtains a special use permit. Publ i c Comment: As of the date o f this repo rt, no written public co mme nts have been received. Pl anni ng and Zoni ng Commi ssi on: The P lanning and Zoning Co mmission re viewed the case and conducte d a public hearing at the April 5, 2016 meeting. Two speakers spoke in favo r of the project. The Commissio n vo ted 6 - 0 to recommend approval to City Council. Ci ty Counci l Ac ti on City Council co nduc ted a public hearing and the first reading of the ordinance at the April 12 , 2016 meeting. The Council voted 5 - 0 to appro ve the ordinance on first reading. Recommended Mo ti on: Move to appro ve the request the Special Use Permit for first flo or residential use in the Mixed Use - Downto wn zo ning district for 215 West 3 rd Street. FINANCIAL IMPACT: None. The applic ant paid the required fees. SUBMITTED BY: Matt Synatschk, Historic P lanner ATTACHMENT S: Description S UP-2016-001 S taff Report Exhib it 1 - Loc ation Map Exhib it 2 - Future Land Use Map Exhib it 3 - Zoning Map Exhib it 4 - Ad jac ent Develo p ment Exhib it 5 - Downto wn Overlay District S UP-2016-001 Ordinanc e Exhib it A - Loc ation Map Exhib it B - P ro p erty Des criptio n Page 500 of 540   Georgetown Planning Department Staff Report    3rd & Rock Street Multifamily Project Page 1 of 7  Special Use Permit  Report Date:  March 1, 2016  File No:   SUP‐2016‐001  Project Planner:       Matt Synatschk, Historic Planner      Item Details  Project Name: 3rd & Rock Multifamily Complex    Location: Northeast corner of 3rd and Rock Streets  Total Acreage:  0.33 acres  Legal Description: City of Georgetown, Block 9, Lot 5‐6, 7‐8    (W/PTS)   Applicant: Danny Jackson, P.E.  Property Owner(s): San Gabriel River Place Foundation, LTD  Contact:  Danny Jackson, P.E.    Overview of Applicant’s Request  The applicant has requested consideration of a Special Use Permit (SUP) that would allow  residential use on the first floor of a multi‐family development in the Mixed Use Downtown  (MU‐DT) district at the northeast corner of 3rd and Rock Streets. MU‐DT zoning encourages  a mix of commercial and residential development, limiting residential uses to upper floors,  unless the property obtains a special use permit.     Site Information  Location:            The subject property is generally located at the northeast corner of the intersection of 3rd and  Rock Streets.    Physical Characteristics:   The lot is undeveloped with sparse tree coverage. A concrete slab remains in place from a  previous structure.     Special Districts:  The subject property is located in Area 2 of the Downtown Overlay District and within the  Downtown Tax Increment Reinvestment Zone (TIRZ). Area 2 of the Downtown Overlay  District is the portion of the district outside of the 9 blocks comprising the Courthouse  Square (Area 1) and is generally more automotive oriented, as opposed to Area 1 which  Page 501 of 540 Planning Department Staff Report  3rd & Rock Street Multifamily Project Page 2 of 7  Special Use Permit     focuses on pedestrian traffic.     The Downtown TIRZ was adopted in 2004 and expanded in 2014 to capture increases in  property taxes to fund projects within the Downtown District. Past TIRZ projects include  expanded sidewalks, streetscape enhancements, and other infrastructure upgrades to  support the continued development of the Downtown District.       Surrounding Properties:    The surrounding properties include a mix of zoning districts.       Location Zoning Future Land Use Existing Use North  Mixed Use – Downtown (MU‐DT) Specialty Mixed  Use  Restaurant and  Office  South  Residential (RS) Specialty Mixed  Use Undeveloped  East  Mixed Use – Downtown Specialty Mixed  Use Office and Retail  West  Mixed Use – Downtown Specialty Mixed  Use  Parking Lot and  Water Quality  Pond  Page 502 of 540 Planning Department Staff Report  3rd & Rock Street Multifamily Project Page 3 of 7  Special Use Permit     Property History  The subject property is part of the original townsite of the City of Georgetown. The 1974  aerial images show a residential style structure on the property, which has since been  removed. The 1968 Zoning Map identifies the property as residential zoning, which was  changed to C‐1 by 1986. The property was zoned to Downtown Commercial (C‐2) in 2003.  The C‐2 zoning district converted to Mixed Use – Downtown (MU‐DT) in 2006.   Utilities/Transportation  Electric, water, and wastewater are served by the City of Georgetown. City Engineering staff  anticipate that there is adequate capacity to serve this property either by existing capacity  or developer participation in future upgrades to infrastructure.   2030 Plan   The 2030 Comprehensive Plan designates the land use category as Specialty Mixed Use,  created for large scale mixed use developments, primarily commercial in nature and include  a mix of uses. The designation also includes the Downtown Overlay District, which includes  a mix of high density commercial and residential uses, and comprises much of the City’s  unique historic commercial resources.  The designation allows a true mix of uses, utilizing  a specific zoning designation (MU‐DT) and complying with a specific set of guidelines for  development.     The 2030 Plan Growth Tier Map designation is Tier 1A. Tier 1A are portions of the City  generally supported by existing infrastructure.     The 2030 Comprehensive Plan includes the Downtown Master Plan as one of the existing  plan elements.  The Downtown Master Plan was originally adopted in 2003 and updated in  2014 to reflect the current development conditions in the Downtown Overlay District. The  Downtown master Plan provides the framework for appropriate development within the  district, while respecting the existing historic resources.     The Downtown Master Plan focuses on three core areas for continued success of the  Downtown Overlay District:  1. Creating a pedestrian‐oriented environment  2. Continuing to serve as the heart of the city  3. Continued growth as a key economic center for the business community    One strategy for achieving these goals is increased housing opportunities in the district. The  economic success of the Downtown Overlay is based upon creating and enhancing a high  density pedestrian environment, which is partially achieved through the creation of housing  Page 503 of 540 Planning Department Staff Report  3rd & Rock Street Multifamily Project Page 4 of 7  Special Use Permit     options with close proximity to the businesses in the district.     The 2003 Downtown Master Plan states “a continuing dilemma is the lack of consistent  hours and limited services in the evening. This in part is a result of a low resident population  within the district that would patronize evening businesses…”  Only one residential project  was completed in the Downtown Overlay District between 2003 and 2014. The 2014  Downtown Master Plan Update includes the same statements, again emphasizing the need  for downtown residential uses.                  Downtown Overlay District    Future Land Use Map    Staff Analysis  The Mixed Use – Downtown zoning designation allows upper story residential by right, but  requires a Special Use Permit for any residential use on the first floor of a structure. The City  of Georgetown Unified Development Code states that the MU‐DT district “is intended to  provide a location for a mix of land uses including general commercial and retail activities,  office as well as single family and multifamily in the downtown area.”    The goal of the MU‐DT zoning designation is to encourage the continuation of the pedestrian  environment by requiring interactive commercial uses on the first floor of structures,  Page 504 of 540 Planning Department Staff Report  3rd & Rock Street Multifamily Project Page 5 of 7  Special Use Permit     enhancing the walkability and vitality of the Downtown Overlay District. Private residential  uses are discouraged because they limit the interaction with the street, adversely impacting the  pedestrian experience. In contrast, continued commercial uses draw pedestrian traffic along  the sidewalk, enhancing existing commercial uses and creating opportunities for new  commercial developments. Therefore, first floor residential use requires a Special Use Permit,  allowing the City to determine the appropriate locations for the proposed use within the  district.     The proposed site is located in the northwest corner of the Downtown Overlay District,  surrounded by light commercial uses and undeveloped land. The Williamson County Justice  Center, which is comprised of the modern Courthouse, the jail, a parking garage and multiple  surface lots, occupy the 7 city blocks to the southwest of the property. The property is bounded  to the west by a small parking lot and a water quality pond. These developed sites limit the  opportunity for increased pedestrian activity in the area, resulting in the inability to support a  commercial use on the first floor of the proposed project.           By contrast, similar sites along Austin Avenue or closer to the primary pedestrian cores  would not be suitable for first floor residential use, as those sites should be utilized for  commercial use to enhance the pedestrian environment.     UDC Section 3.06.030 Page 505 of 540 Planning Department Staff Report  3rd & Rock Street Multifamily Project Page 6 of 7  Special Use Permit     The City Council shall review the following criteria for zoning changes:  The application is complete and the  information contained within the  application is sufficient  and correct enough  to allow adequate review and final action  The application was reviewed by staff and  deemed to be complete.   The zoning change is consistent with the  Comprehensive Plan  The proposed zoning change is consistent  with the Future Land Use element of the  2030 plan and the Downtown Master Plan  element of the 2030 Plan.   The zoning change promotes the health,  safety or general welfare of the City and the  safe orderly, and healthful development of  the City  The zoning change supports continued  growth of the Downtown Overlay District  by providing residential uses to support  the commercial core.   The zoning change is compatible with the  present zoning and conforming uses of  nearby property and with the character of  the neighborhood  The proposed rezoning is compatible with  the surrounding zoning districts, current  uses and character of the area.   The property to be rezoned is suitable for  uses permitted by the District that would be  applied by the proposed amendment.  The proposed uses are consistent with the  Future land Use Map and the current  surrounding zoning districts.     UDC Section 3.07.030 C  The City Council shall consider the following criteria (in addition to UDC Section  3.06.030):  The proposed project is not detrimental to the  health, welfare and safety of the surrounding  neighborhood or its occupants  The proposed project does not have an  adverse effect on the surrounding  properties and creates a buffer between the  higher density commercial uses of the  Downtown Overlay District and the  residential areas to the west.   The proposed conceptual layout, circulation  plan, and design are harmonious with the  character of the surrounding area  The proposed conceptual layout maximizes  the use of the lot, while adding sidewalks  and pedestrian facilities that are currently  absent on the lot.  The materials and design  are harmonious with the surrounding  properties and reflect the residential  character of the project.    The proposed use does not negatively impact  existing uses in the area and in the City  The proposed use enhances the  surrounding uses by providing customers  Page 506 of 540 Planning Department Staff Report  3rd & Rock Street Multifamily Project Page 7 of 7  Special Use Permit     through impacts on public infrastructure such  as roads, parking facilities, and water and  sewer systems, and on public services such as  police and fire protection and solid waste  collection and the ability of existing  infrastructure and services to adequately  provide services.  for the commercial uses. The existing utility  infrastructure can support the project and  the property is located within the  Downtown Regional Water Quality Pond  area, which has the capacity to absorb any  additional water flow from the property.   The proposed use does not negatively impact  existing uses in the area and in the City  through the creation of noise, glare, fumes,  dust, smoke, vibration, fire hazard or other  injurious or noxious impact  The proposed use does not create any  negative impacts for the city.     Staff Recommendation  Staff recommends approval of the requested Special Use Permit for the following reasons:   1. The proposed special use permit conforms with the criteria in sections 3.06.060  and 3.07.030 of the UDC  2. Consistency with the Downtown Master Plan element of the 2030 Comprehensive  Plan   Public Comments  As required by the Unified Development Code, all property owners within a 200 foot radius  of the subject property and within the city limits (18 notices mailed) were notified of the  rezoning application, a legal notice advertising the public hearing was placed in the Sun  Newspaper and signs were posted on‐site. These notices included the public hearing  scheduled for City Council on April 12, 2016.     No written or verbal comments in support or against the applicant’s rezoning proposal have  been received by the Planning Department staff.  Attachments  Exhibit 1 – Location Map  Exhibit 2 – Future Land Use Map  Exhibit 3 – Zoning Map   Exhibit 4 – Adjacent Development Map  Exhibit 5 – Downtown Overlay District  Page 507 of 540 E L M S T R O C K S T W 8 TH ST E 4 T H S T E 5T H S T E 7 T H S T E 6 T H S T E 8 T H S T E 2 N D S T S IH 35 NB W E S T S T S M A I N S TSCENIC DR W 6 T H S T W 4 TH S T S A U S T I N AV E A SH ST S M Y R T L E S T S C H U R C H ST S C O L L E G E S T FO R E S T S T T H O M A S C T W 7 TH ST W 3 RD ST S IH 35 FW Y NBS IH 35 SB E 3 R D S T WA L N U T S T S IH 35 FW Y SB N C O L L E G E S T N A U S T I N AV E MA R T I N L U T H E R K IN G J R ST W 5 T H S T B LUE HOLE PA RK RD R IV E R O A K S C V W 2 ND ST E 9 T H S T B R E N D O N L E E L N R U C K E R S T RIVERYBLVD W A T E R S ED G E CIR SANGABRIELVIL L A G E B L V D W 2 N D S T W 5 T H S T E 3RD ST SUP-2016-001Exhibit #1 Co ordinate System : Texas State Plane/Central Zone/NAD 83/US FeetCartographic Data For General Planning Purposes Only ¯ Location Map 0 500 1,000Feet Le ge ndSiteParcelsCity LimitsGeorgetown ETJ Page 508 of 540 Page 509 of 540 E L M S T R OC K S T W 6 T H S T W 4 T H S T W E S T S T E 4 T H S T E 5 T H S T E 2 N D S T E 6 T H S T E 7 T H S TSCENIC DR S M A I N S T S A U S T I N AV E FO R E S T S T W 7 T H S T W 3 RD ST S M Y R T L E S TE 3 R D S T S C H U R C H S T A S H S T W 5 T H S T MARTIN L U T H E R K I N G JR ST S IH 35 NB BLUE HOL E PARK RD W 2ND ST N A U S T I N AV E W A T ER S E D G E C I R SANGABRIEL VILL A G E B L V D RIVER OAK S C V W 5 T H S T W 2 N D S T Zoning InformationSUP-2016-001Exhibit #3 Co ordinate System : Texas State Plane/Central Zone/NAD 83/US FeetCartographic Data For General Planning Purposes Only Le ge ndSiteParcelsCity LimitsGeorgetown ETJ 0 375 750Feet ¯ Page 510 of 540 Page 511 of 540 Page 512 of 540      Ordinance Number: ___________________ Page 1 of 2 Description: City of Georgetown, Block 9, Lot 5-6, 7-8 (W/PTS) Case File Number: SUP-2016-001 Date Approved: __________________ Exhibits A-B Attached ORDINANCE NO. _____________________    An Ordinance of the City Council of the City of Georgetown, Texas, granting  a Special Use Permit to allow the first floor residential use in the Mixed Use  – Downtown zoning district, bearing the legal description of City of  Georgetown, Block 9, Lot 5‐6, 7‐8 (W/PTS) located at 215 West 3rd Street;  repealing conflicting ordinances and resolutions; including a severability  clause; and establishing an effective date.  Whereas, an application has been made to the City for the purpose of allowing a special  use on the following described real property (“The Property”):  City of Georgetown, Block 9, Lot 5‐6, 7‐8 (W/PTS), as recorded in Document Number  2005002887 of the Official Public Records of Williamson County, Texas, hereinafter  referred to as ʺThe Propertyʺ; and  Whereas, public notice of such hearing was accomplished in accordance with State Law  and the City’s Unified Development Code through newspaper publication, signs posted on the  Property, and mailed notice to nearby property owners; and   Whereas, the Planning and Zoning Commission, at a meeting on April 5, 2016, held the  required public hearing and submitted a recommendation of approval to the City Council for  the requested Special Use Permit for the Property; and  Whereas, the City Council, at a meeting on April 12, 2016, held an additional public  hearing prior to taking action on the requested Special Use Permit for the Property.  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 vision, goals, and policies of the Georgetown 2030 Comprehensive  Plan and further finds that the enactment of this Ordinance is not inconsistent or in conflict with  any other policies or provisions of the 2030 Comprehensive Plan and the City’s Unified  Development Code.    Section 2.  The Zoning District classification(s) for the Property shall remain Mixed Use ‐  Downtown, and the Ordinance allowing for the Special Use of a first floor residential use on the  Property is hereby adopted in accordance with the attached Exhibit A (Location Map) and  Exhibit B (Conceptual Site Layout) and incorporated herein by reference.  Page 513 of 540      Ordinance Number: ___________________ Page 2 of 2 Description: City of Georgetown, Block 9, Lot 5-6, 7-8 (W/PTS) Case File Number: SUP-2016-001 Date Approved: __________________ Exhibits A-B Attached 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 in accordance with the provisions of state law  and the City Charter of the City of Georgetown.    APPROVED on First Reading on the 12th day of April, 2016.  APPROVED AND ADOPTED on Second Reading on the 26th day of April, 2016.    THE CITY OF GEORGETOWN:     ATTEST:               ______________________      _________________________  Dale Ross        Shelley Nowling   Mayor         City Secretary                APPROVED AS TO FORM:        ______________________       Charlie McNabb  City Attorney       Page 514 of 540 E L M S T R O C K S T W 8 TH ST E 4 T H S T E 5T H S T E 7 T H S T E 6 T H S T E 8 T H S T E 2 N D S T S IH 35 NB W E S T S T S M A I N S TSCENIC DR W 6 T H S T W 4 TH S T S A U S T I N AV E A SH ST S M Y R T L E S T S C H U R C H ST S C O L L E G E S T FO R E S T S T T H O M A S C T W 7 TH ST W 3 RD ST S IH 35 FW Y NBS IH 35 SB E 3 R D S T WA L N U T S T S IH 35 FW Y SB N C O L L E G E S T N A U S T I N AV E MA R T I N L U T H E R K IN G J R ST W 5 T H S T B LUE HOLE PA RK RD R IV E R O A K S C V W 2 ND ST E 9 T H S T B R E N D O N L E E L N R U C K E R S T RIVERYBLVD W A T E R S ED G E CIR SANGABRIELVIL L A G E B L V D W 2 N D S T W 5 T H S T E 3RD ST SUP-2016-001Exhibit #1 Co ordinate System : Texas State Plane/Central Zone/NAD 83/US FeetCartographic Data For General Planning Purposes Only ¯ Location Map 0 500 1,000Feet Le ge ndSiteParcelsCity LimitsGeorgetown ETJ Page 515 of 540 Page 516 of 540 City of Georgetown, Texas City Council Regula r Meeting April 26, 2016 SUBJECT: P roject updates and status reports regarding current and future transportation and traffic project; street, sidewalk, and other infrastructure pro jects; police, fire and other public safety pro jects; econo mic development projects; city facility projects;downtown projects including parking enhancements,city lease agreements, and possible directio n to city staff – David Morgan, City Manager ITEM SUMMARY: The City Council has requested regular updates regarding the status of projects, as well as the ability to discuss the se projects as a collective. ATTACHMENTS 1. GEDCO P roject Update 2. GTEC Pro ject Repo rt and Status Update 3. GTAB Pro ject Update FINANCIAL IMPACT: This is an Council Update Item. SUBMITTED BY: Shirley J. Rinn o n be half of David S. Morgan, City Manager ATTACHMENT S: Description GEDCO Projec t Update GTEC Projec t R ep o rts GTEC Projec t S tatus GTAB Pro jec t Updates Page 517 of 540 Project Project Description Approved by Council Funded Monitoring Compliance Closed Citigroup $1.3 Million Grant for wastewater infrastructure disbursed in April 2008. 12/12/2006 Funded April 2008 Yes, Final compliance date is Dec. 2018 No Radix BioSolutions, Ltd. Provided grant to assist with the work and future plans of Radix BioSolutions at the TLCC. Agreement approved by GEDCO on February 9, 2010 and Council approved the Agreement at its March 9, 2010 Meeting. Radix paid back $47K on 3/15/15. Radix paid back $50K 3/10/16.3/9/2010 Funded May 13, 2010 Yes, Final compliance date is March 2018 No Lone Star Circle of Care Provided a grant not to exceed $387,000 for Qualified Expenditures for future site improvements at 205 East University Avenue, Georgetown, Texas. Loan Agreement and Promissory Note have not been executed. Agreement approved by GEDCO on June 23, 2011 and Council approved the Agreement at its June 28, 2011 Meeting. 6/28/2011 Funded November and December 2011 Yes, Final Compliance Date is July 28, 2016 No. Grape Creek Provide a grant not to exceed $447,000 for Qualified Expenditures for the lease/purchase and future site improvements at 101 E. 7th Street and 614 Main Street for the operation of a winery on the Downtown Square in Georgetown Agreement approved by GEDCO on July 25, 2011 and Council approved the Agreement at its August 23, 2011 Meeting. Fourth Amended Performance Agreement, Lease Agreement, and Promissory Note was approved by GEDCO on August 20, 2012 and by the City Council on August 28, 2012. TIRZ Agreement for $60,000 approved by City Council on 9-11-12. 8/23/2011 Funded Yes, Final Compliance is March 2018.No Georgetown Winery Provide a grant not to exceed $70,000 for Qualified Expenditures described as equipment for wine production and an agreement to maintain and operate the existing winery in Georgetown. Agreement approved by GEDCO on July 25, 2011 and Council approved the Agreement at its August 23, 2011 Meeting. 8/23/2011 Funded Yes, Final Compliance Date is June 30, 2016 No DiFusion Technologies (2) Provide an extension of time for Difusion to retain unlimited access to the ICP Spectrometor (equipment) under a lease agreement with the TLCC for a year. At the end of the Agreement, Difusion will purchase the Spectometor from GEDCO for $112,000.00. Agreement Approved by GEDCO on December 21, 2015 and Council on January 12, 2016.1/12/2016 No funding involved Yes, Final Compliance September 30, 2017 No GEDCO PROJECT UPDATE AND STATUS REPORT March 21, 2016 Page 518 of 540 Project Project Description Approved by Council Funded Monitoring Compliance Closed GEDCO PROJECT UPDATE AND STATUS REPORT March 21, 2016 Georgetown Indpendent School District Provided a grant not to exceed $200,560 for the purchase of qualified expenditures related to the equipment for the Engineering Program and Laboratories at Georgetown and East View High Schools. GISD will offer the MSSC Certifications, implement a Job Placement Program, provide and annual report and annual tour of the facilities to the GEDCO Board. Agreement was approved by GEDCO on September 17, 2012 and the City Council on September 25, 2012. The GEDCO Board approved the GISD request to amend the Performance Agreement to allow the purchase different equipment than outlined in the original agreement on November 18, 2013. 9/17/2012 Partially Funded. Yes. Final Compliance based on life of equipment. No Texas Life Sciences Collaboration Center (4) Provide a grant of $100,000 for the maintenance of the TLCC. Performance Agreement approved by GEDCO on 12/21/15. New one-year agreement.1/12/2016 Funded February 2016 Yes. Final Compliance October 31, 2016 No. The Rivery at Summit Conference Center Provide a grant not to exceed $4.5 Million for Public Infrastructure Improvements. Approved by the GEDCO Board on November 18, 2013. Approved by the City Council on December 10, 2013. 12/10/2013 Not Funded Yes.Construction Deadline is June 30, 2016. No. TASUS Texas Corporation Provide a grant of $67,500 for job creation related to expansion of manufacturing facilities. Approved by the City Council on February 25, 2014 and approved by the GEDCO Board on February 17, 2014 2/25/2014 Not Funded Yes. Final Compliance May 31, 2017 No. Radiation Detection Corporation Provide a grant of $320,000 for job creation related to the relocation of the corporate offices to Georgetown. Approved by City Council and GEDCO on July 23, 2013. 7/23/2013 Funded Yes. Final Compliance December 31, 2021 No DisperSol Provide a grant of $250,000 for job creation related to expansion of manufacturing facilities. Approved by the GEDCO Board on August 18, 2014. Company earned $50K (= 10 eligible positions at $10/job). Check delivered 4/17/15 to company. 10/16/2014 Partially Funded Yes. Final Compliance February 15, 2019 No. Page 519 of 540 FM 1460  (Quail Valley Drive to University Drive)  Project No. 5RB     TIP No. BO & CD  Rights‐of‐Way Acquisition and Utility Relocation  April 2016  Unchanged  Project Description Acquisition of ROW and relocation of utilities for the FM 1460 Project (Quail Valley  Drive to University Drive).  Purpose To have all ROWs cleared and utilities prior to TxDOT letting the project for  construction.  Project Managers Ed Polasek, AICP, and Bill Dryden, P.E.  Engineer Brown and Gay Engineers, Inc.      Element Status / Issues  Design Complete  Environmental/  Archeological  Complete  Rights of Way    One (1) remaining parcel – pending closing  documents.  Section:  North South  Acquired:  35 8  Pending:  1 ‐  Condemnation:  0 ‐  Total:  36 8  Utility Relocations Ongoing   Construction Under Construction.  Other Issues Engineer preparing Change Orders for construction contract.    Page 520 of 540 Mays Street Extension  (Teravista Parkway in Round Rock to the intersection with Westinghouse Road)  Project No. 5RI     TIP No. CK  April 2016  Project Description Extend Mays Street northward from Teravista Parkway to the existing intersection  with Westinghouse Road at Rabbit Hill Road. The widening along Westinghouse  Road and Rabbit Hill Road will also be included in the schematic for additional  turning lanes to/from Westinghouse Road. Preliminary layouts for future signals  and roadway illumination will also be included.  The project length along the  anticipated alignment is approximately 1.2 miles.  Purpose To develop final PS&E and complete construction of the project.  Project Managers Bill Dryden, P.E.  Engineer CP&Y, Inc.    Element Status / Issues  Design Complete  Environmental/  Archeological  TBD  Rights of Way Engineer has submitted all ROW documents; acquisition is  on‐going  Total Parcels: 6  Acquired: 1  Pending: 5  Utility Relocations TBD  Construction Project will be bid as ROW is acquired.  Project will take 12 months to complete (tentatively set for Spring 2017)  Other Issues     Page 521 of 540 NB Frontage Road  (SS 158 to Lakeway Drive)  Project No. 5QX      TIP No. AF  April 2016  Unchanged  Project Description Design and construct a portion of an IH‐35 NB Frontage Road from Williams Drive  to Northwest Boulevard Bridge of a proposed NB FR which would ultimately  extend to Lakeway Drive.  Purpose To relieve congestion in the Williams Drive/Austin Avenue intersection by  providing a NB alternate, interim route to FM 971 and Georgetown High School.  This project is the only remaining portion of IH 35 in Central Texas without a  frontage road existing, under construction or being designed.  Project Manager Bill Dryden  Engineer Klotz Associates  Element Status / Issues  Design We have been informed by TxDOT that it will be doing the Schematic,  Environmental, etc., and PS&E for the NB Frontage Road as part of its proposed  Williams Drive Bridge project.  The City project is on indefinite hold but we will continue coordination with  TxDOT on its design of the project.  Environmental/  Archeology  TBD – By TxDOT  Rights of Way None identified  Utility Relocations TBD  Construction TBD  Other Issues None at this time.    Page 522 of 540 Northwest Boulevard Overpass  (Fontana Drive to Austin Avenue)  Project No. 5QX     TIP No. AF  April 2016  Unchanged  Project Description Construction of overpass and surface roads to connect Northwest Boulevard with  Austin Avenue and FM 971.  Purpose This project will relieve congestion at the Austin Avenue/Williams Drive  intersection and provide a more direct access from the west side of IH 35 corridor to  Georgetown High School and SH 130 via FM 971.  Project Manager Bill Dryden, P.E.  Engineer Klotz Associates    Element Status / Issues  Design Engineer is coordinating design with the design for Rivery Boulevard in moving  towards construction PS&E for both projects to minimize overlap work between  these two projects.  Engineer has developed alternatives for stormwater outfall northward from NW  Blvd.  Environmental/  Archeological  Concurrent with preliminary engineering and schematic design.  Rights of Way ROW Documents are being finalized.  Part of the ROW for this project is being  required to complete the Rivery Boulevard Extension project.  Utility Relocations TBD  Construction Tentatively scheduled to begin mid‐FY 2019.  Other Issues Paper work has been submitted to TxDOT to create an AFA for design and  environmental reviews of the bridge over I 35.    Page 523 of 540 Rivery Boulevard Extension  (Williams Drive to Northwest Boulevard @ Fontana Drive)  Project No. 5RM     TIP No. AD   April 2016  Unchanged  Project  Description  Develop the Rights‐of‐Way Map, acquire ROW, address potential environmental issues  and complete construction plans specifications and estimate (PS&E) for the extension of  Rivery Boulevard from Williams Drive to Northwest Boulevard at Fontana Drive in  anticipation of future funding availability.  Purpose To provide a route between Williams Drive and Northwest Boulevard serving the  Gateway area, providing an alternate route from Williams Drive to the future  Northwest Boulevard Bridge over IH 35, to provide a route between the hotels in the  Gateway area and the proposed Conference Center near Rivery Boulevard and Wolf  Ranch Parkway.  Project Manager Bill Dryden, P.E.  Engineer Kasberg Patrick and Associates  Element Status / Issues  Design Engineer has submitted 75% plans for City’s review.  Environmental/  Archeology  Complete  Rights of Way Appraiser is completing appraisals on remaining 4  parcels which are expected by the end of March.  Offers have been made to the 16 parcel owners from  Park Lane southward to Williams Drive. Closed on 3  parcels; 3 more in process; 1 pending subject to  GTEC/Council approval.  Total Parcels: 22 Appraised: 18 Offers: 16 Acquired: 3 Pending: 4 Condemnation: 0 Utility Relocations TBD  Construction Tentatively scheduled to begin mid‐FY 2018.  Other Issues TBD    Page 524 of 540 Snead Drive Project  (SE Inner Loop to Airborn Circle)  Project No. 5QZ      TIP No. BM  April 2016  Project Description   Develop Construction Plans Specifications and Estimate (PS&E) for the widening  of Snead Drive from S.E. Inner Loop to 600 feet north of Cooperative Way,  including appurtenant waste water improvements.  Purpose This project has been identified as GTEC eligible project and will provide  necessary infrastructure for ongoing economic development in the area.   Project Manager Bill Dryden, P.E.  Engineer Steger Bizzell      Element Status / Issues  Design Complete  Environmental/  Archeological  Complete  Rights of Way Easement has been acquired for water quality pond.  Utility Relocations Utility relocations either complete or are part of the construction contract.  Construction Contractor is completing the installation of drainage items and has begun  installation of the road base.  Substantial Completion date is mid‐May; Final Completion date is mid‐July.  Other Issues None     Page 525 of 540 Current Capital Improvement Projects TIP No. Project No. Update On Schedule/ Or Behind Project Budget Project Cost Available Current Year Projected Current Year Cost Current Year Available Lakeway Drive Overpass #10 5QL Project Complete. Complete 2,500,000 2,500,000 0 0 0 Southeast Arterial 1 (Sam Houston Avenue)#12 5QG Project Complete. Complete 12,995,625 10,478,499 2,517,126 0 0 Wolf Ranch Parkway Extension (SW Bypass to DB Wood Road) #14A 5QW Project Complete. Complete 1,330,000 1,111,233 218,767 283,350 0 283,350 Southwest Bypass (SH29 to RR2243)#14B 5QC Project Complete. Complete 7,756,432 3,225,132 4,531,300 4,539,107 5,787 4,533,320 Northwest Blvd Overpass #QQ 5QX Engineer is coordinating design with the design for Rivery Boulevard in moving towards construction PS&E for both projects to minimize overlap work between these two projects. Engineer is developing alternatives for storm water outfall. Construction tentatively scheduled to begin mid-FY 2019. In-process Unchanged 1,136,178 1,099,076 37,102 571,178 479,588 91,590 NB Frontage Road (SS 158 to Lakeway)#QQ 5QY We have been informed by TxDOT that it will be doing the Schematic, Environmental, etc., and PS&E for the NB Frontage Road as part of its proposed Williams Drive Bridge project. The City project is on indefinite hold but we will be coordinating with TxDOT on its design project Indefinite Hold 613,822 613,822 0 382,822 382,822 0 ROW - 1460 #EEa #EEb #EEc 5RB Contractor has begun working on the project; contract time is beginning to accrue. Utility relocations - ongoing. As of October 16th, the City has obtained PUAs or have closings completed or planned for all the remaining FM 1460 parcels. Remaining parcel – pending closing documents. Under Construction Unchanged 11,788,230 5,348,470 6,439,760 6,727,539 2,315,896 4,411,643 TCS/RR Easement 5RD Project Complete. Complete 1,500,000 1,503,148 -3,148 0 0 FM 971 / Washam 5RE Project Complete. Complete 100,000 0 100,000 0 0 Rivery Road 5RF Project Complete. Complete 779,000 29,000 750,000 750,000 0 750,000 Rivery Boulevard 5RM Engineer has submitted 75% plans for City review. Appraiser is completing appraisals on remaining 4 parcels which are expected by the end of March. Offers have been made to the 16 parcel owners from Park Lane southward to Williams Drive. Closed on 3 parcels; 3 more in process; 1 pending subject to GTEC/Council approval. Construction tentatively scheduled to begin mid FY 2018. On Schedule Unchanged GTEC PROJECT UPDATE AND STATUS REPORT April 2016 Project to Date Current Year Budget (13/14) L:\Global\CIP Budgetary Worksheets\GTEC Status Report\2016\GTEC - Project Status - 2016-04.xlsx Page 1 of 3 4/5/2016Page 526 of 540 Current Capital Improvement Projects TIP No. Project No. Update On Schedule/ Or Behind Project Budget Project Cost Available Current Year Projected Current Year Cost Current Year Available GTEC PROJECT UPDATE AND STATUS REPORT April 2016 Project to Date Current Year Budget (13/14) Snead Drive 5QZ Utilities are complete and tested; Contractor is installing drainage items and has begun installation of the road base. Substantial Completion date is mid‐May; Final Completion date is mid‐July. Under Construction On Schedule 825,100 87,000 738,100 825,100 87,000 738,100 Mays Street Extension 5RI Design is Complete Engineer has submitted all ROW documents; acquisition has begun with the property owners south of Westinghouse Road. Project will be bid as ROW is acquired. Project will take 12 months to complete (tentatively set for Spring 2017). Interlocal Agreement (ILA) with Round Rock has been adopted by Councils of both cities. In Process 196,000 196,000 0 196,000 196,000 0 IH 35/ Hwy 29 Intersection 5RJ TBD 650,000 0 650,000 650,000 0 650,000 L:\Global\CIP Budgetary Worksheets\GTEC Status Report\2016\GTEC - Project Status - 2016-04.xlsx Page 2 of 3 4/5/2016Page 527 of 540 Current Capital Improvement Projects TIP No. Project No. Update On Schedule/ Or Behind Project Budget Project Cost Available Current Year Projected Current Year Cost Current Year Available GTEC PROJECT UPDATE AND STATUS REPORT April 2016 Project to Date Current Year Budget (13/14) Current Economic Development Projects Project Type Project No. Update On Schedule/ Or Behind Project Budget Project Cost Available Current Year Budget Current Year Cost Current Year Available 100 S. Austin Ave Eco Devo Project 5RA In-process 507,000 507,000 0 0 Williams Drive Gateway 5RC Engineer working on schematic design alternatives and preliminary cost estimates. On Schedule 65,000 61720 3,280 0 0 Economic Development Projects 1,137,500 1,137,500 1,137,500 0 1,137,500 16,062,596 3,467,093 12,595,503 Project to Date Current Year Budget (13/14) L:\Global\CIP Budgetary Worksheets\GTEC Status Report\2016\GTEC - Project Status - 2016-04.xlsx Page 3 of 3 4/5/2016Page 528 of 540 2nd Street  Austin Avenue to College Street  Project No. 1BU     TIP None  April 2016  Unchanged  Project Description Design and preparation of plans, specifications and estimates (PS&E) for the  widening and reconstruction of 2nd Street from Austin Avenue to College Street.  Purpose To provide a safer roadway between Austin Avenue and College Street serving the  citizens of the north portion of “Old Town” and VFW baseball fields.  The proposed  project provides improved sidewalk for pedestrian activities along the roadway.  Project Manager Mark Miller and Joel Weaver  Engineer KPA, LP      Element Status / Issues  Design Complete  Environmental/  Archeological  Complete  Rights of Way Existing  Utility Relocations Work complete!    Construction As of March 2nd, the contractor was finishing punch list and working on completing  curb work on 4th Street. (add alternate)  Other Issues The VFW park reconstruction was bid on Feb. 2nd.  The Parks department is looking  into funding options.    Page 529 of 540 Austin Avenue Bridges Project (North and South San Gabriel Bridges) Project No. TBD TIP Project No. N/A April 2016 Project Description Develop 30% plans for improvements along Austin Ave. between 3rd Street and Morrow Street. The project involves several phases and requires participation and support from various stakeholders– interested citizens, community businesses, professional consultants, State and regional transportation partners City Staff and Council. Schedule Phase Activity Completion 1 Public involvement and alternative analyses, evaluating alternatives for feasibility and costs, etc. Mid 2016 2 Develop geometric layouts and preliminary construction estimates for two alternatives Mid 2016 3 Selection of alternative by Council End 2016 4 Develop schematic and 30% plans. Mid 2017 Proj. Mgrs Ed Polasek, AICP; Bill Dryden, P.E.; Nat Waggoner, PMP® Engineer Aguirre & Fields, LP Element Status/Issues Public Involvement 1st Public held March 31, 2016. 24 meetings with Affected Property Owners (MAPO) to date. 4/19 Meeting with Village Park Condos HOA. Design TBD Surveying Underway, 8% complete. Environmental Resolution to enter into an Advanced Funding Agreement with TxDOT, authorized by Council 3/22. Rights of Way Exist. ROW from N. of 2nd to Morrow; Additional ROW may be required 3rd to N. of 2nd. Utility Relocations TBD (future) Construction TBD Other Issues Private property owner meeting 3/22, City attended at request of meeting hosts. Page 530 of 540 CDBG Sidewalk Improvements Project  MLK/3rd Street (Scenic Dr. to Austin Ave.)  Project No. None    TIP No. None  April 2016  Project Description Design and preparation of final plans, specifications and estimates (PS&E) for  sidewalk improvements along MLK/ and 3rd streets from Scenic Drive to Austin  Avenue.  Purpose To provide ADA/TDLR compliant sidewalks in the area.  Project Managers Bill Dryden, P.E.  Engineer Steger Bizzell    Element Status / Issues  Design Complete  Environmental/  Archeological  Complete  Rights of Way N/A  Utility Relocations N/A  Construction NTP has been issued effective April 4th.  Other Issues Construction will be scheduled around the Red Poppy Festival weekend.    Page 531 of 540 CDBG Sidewalk Improvements Project  University Avenue (SH 29) (I 35 to Hart St.)  Project No. None    TIP No. None  April 2016  Unchanged  Project Description Design and preparation of final plans, specifications and estimates (PS&E) for  sidewalk improvements along University Avenue (SH 29) from I 35 to Hart Street.  Purpose To provide ADA/TDLR compliant sidewalks in the area.  Project Managers Bill Dryden, P.E.  Engineer Steger Bizzell    Element Status / Issues  Design Design is complete; awaiting TCEQ review and comments.  Environmental/  Archeological  N/A  Rights of Way Existing  Utility Relocations TBD  Construction TBD  Other Issues Engineer is addressing some TCEQ‐raised issues regarding water quality.    Page 532 of 540 FM 971 at Austin Avenue  Realignment Intersection Improvements  Project No. 1BZ     TIP No. AG  March 2016  Unchanged  Project Description Design and preparation of final plans, specifications and estimates (PS&E) for the  widening and realignment of FM 971 at Austin Avenue, eastward to Gann Street.  Purpose To provide a new alignment consistent with the alignment of the proposed  Northwest Boulevard Bridge over IH 35; to allow a feasible, alternate route from  the west side of I 35 to Austin Avenue, to Georgetown High School, to San Gabriel  Park and a more direct route to SH 130.  Project Managers Bill Dryden, P.E.  Engineer Klotz Associates, Inc.    Element Status / Issues  Design Preliminary Engineering complete;   Engineer working on 60% design submittal  Environmental/  Archeological  10/2015  Rights of Way Complete  Utility Relocations TBD  Construction 10/2016  Other Issues Meeting scheduled with TxDOT on February 5th to discuss the Advance Funding  Agreement.    Page 533 of 540 FM 1460  Quail Valley Drive to University Drive  Project No. 5RB     TIP No. BO & CD  April 2016  Unchanged  Project Description Design and preparation of plans, specifications and estimates (PS&E) for the  widening and reconstruction of FM 1460.  Project will include review and update  to existing Schematic, Right‐of‐Way Map and Environmental Document and  completion of the PS&E for the remaining existing roadway.  Purpose To keep the currently approved environmental documents active; purchase ROW,  effect utility relocations/clearance and to provide on‐the‐shelf PS&E for TxDOT  letting not later than August 2013, pending available construction funding.  Project Managers Ed Polasek, AICP and Bill Dryden, P.E.  Engineer Brown and Gay Engineers, Inc.    Element Status / Issues  Design Complete  Environmental/  Archeological  Complete  Rights of Way 1 Remaining parcel of original 36 – pending closing documents.  Utility Relocations Ongoing  Construction Construction is underway.  Other Issues Engineer preparing Change Orders for construction contract.    Page 534 of 540 Jim Hogg Drive/Road at Williams Drive  Intersection and Signalization Improvements  Project No. 1DE    TIP No. None  April 2106  Project Description Design and preparation of final plans, specifications and estimates (PS&E) for the  widening of Jim Hogg at the intersection of Williams Drive, inclusive of installation  of a traffic signal.  Purpose To provide a widened 3‐lane section with signal at the intersection of Jim Hogg and  Williams Drive.  The proposed improvements will provide improved access for the  residents and the employees of the new City Service Center to Williams Drive.  Project Manager Bill Dryden, P.E.  Engineer Kimley‐Horn and Associates, Inc.    Element Status / Issues  Design Complete  Environmental/  Archeological  Complete  Rights of Way Existing  Utility Relocations Included with construction project  Construction Construction is on‐going; signal foundations have been installed; Contractor is  working on utility relocations.  Other Issues Waste water line being installed across Jim Hogg Road to proposed development  on west side.    Page 535 of 540 Southwest Bypass Project   (RM 2243 to IH 35)  Project No. 1CA     Project No. BK  April 2016  Project Description Develop PS&E for Southwest Bypass from Leander Road (RM 2243) to IH 35 in the  ultimate configuration for construction of approximately 1.5 miles of interim 2‐lane  roadway from Leander Road (RM 2243) to its intersection with the existing Inner  Loop underpass at IH 35.  Purpose To extend an interim portion of the SH 29 Bypass, filling in between Leander Road  (RM 2243) to IH 35 Southbound Frontage Road.  Project Manager Williamson County  City Contact: Ed Polasek, AICP and Bill Dryden, P.E.  Engineer HDR, Inc.      Element Status / Issues  Williamson County  Project Status  (from WilCo’s  status  report)  Southwest Bypass Driveways – Award of the construction contract was approved  at 3/8/16 Commissioners Court Meeting. Five (5) bids were received on 2/24/16, with  the apparent low bidder being Smith Contracting with a bid of $289,981.90.  Southwest Bypass (RM 2243 to IH 35) – A meeting with HDR to discuss the WA  Supplemental and project status was held on 3/9/16. A meeting with TxDOT and the  City of Georgetown to discuss the turn lanes on RM 2243 was held on 3/9/16. A  meeting with the City of Georgetown and County staff was held on 2/26/16 to  discuss project status. A 30% PS&E Submittal for the Southwest Bypass Phase 1 was  received on 2/23/16 and is under review. A GEC Constructability review meeting  was held on 3/3/16. An ILA with the City of Georgetown was approved by  Commissioners Court on 2/23/16. Comments were issued 2/18/16 on a 60% PS&E  submittal for turn lanes on RM 2243 at Southwest Bypass.  Rights of Way Complete for the parcels east of the Texas Crushed Stone properties.  Other Issues City and WilCo completing the Interlocal Agreement for the Project.    Page 536 of 540 Transit Development Plan (Fixed Route Bus)  Project No. TBD     TIP Project No. N/A  April 2016  Project  Description  The purpose of this study is to develop a local transit plan for the City of Georgetown that  would serve transit needs within the city limits and connect to existing and future regional  transit options to form a regional  transit  network  that  would  improve  mobility,  improve   the  region’s  environmental  and economic sustainability, and slow the increase of congestion  on roadways.  Schedule Phase Activity Completion  1 Initiation Fall 2014  2 Public Involvement, Existing Conditions, Recommendations Spring 2015  3 Report Completed Summer 206  4 Boards and Commissions Review, Council Summer 2016  5 Consideration by Council Spring 2016 Proj. Mgrs Ed Polasek, AICP; Bill Dryden, P.E.; Nat Waggoner, PMP®  Engineer Aguirre & Fields, LP  Element Status/Issues  Public Involvement 2 Public Meetings  Public Intercept Survey, Online Survey, GYAB Survey,  Multiple Stakeholder Interviews  More than 20 presentations  Design Baseline of routes, service parameters recommended.  Stops locations and designs TBD  Next Step(s) City staff currently negotiating an Interlocal Agreement  (ILA) with the Georgetown Health Foundation  Staff and consultant revising TDP based on events and  guidance provided since 6/2015 completion  Workshop with City Council 5/24 to review ILA,  funding structure and consider adoption of final  Transit Development Plan    Page 537 of 540 Transportation Services Operations  CIP Maintenance  April 2016  Project Description 2015‐2016 CIP Maintenance of roadways including, Chip seal, Cutler Overlays,  Fog seal applications and Engineering design of future rehabilitation projects.  Purpose To provide protection and maintain an overall pavement condition index of  85%.  Project Manager Mark Miller  Engineer/Engineers KPA, LP  Task Status / Issues     Chip Seal  2016 work in design phase.  Bid phase May 2016.  In‐house staff working on  pre‐construction patching and crack sealing. (Council direction from  workshop: “No single chip seals, two course chip seal only while further  evaluation of chip seals is done” “watch how the perform”.  Council will  consider and review implications of this action later this year as part of the  budget process) Half of the roads originally proposed for single chip seal were  moved into the 2017 budget. Engineering packages are being put together  accordingly.   Fog Seal 2015 – Rejuvenation has been discontinued indefinitely!  The product E‐fog  which has been used successfully for the past two years is not performing as it  has in the past.  Application made in March experienced an initial cure  allowing traffic to be released in 1 to 3 hours and then soften on warmer days  to a point of tracking into driveways.  Material testing and discussions with  the manufacturer have not resulted in an explanation.  City crews have been  removing the tracks from driveways with power‐washers.  The product is  believed to be cured at this time but will continue to monitor the roadways  into warm weather.  HIPR/overlay Bids taken on March 30th.  Contract recommendation item today!  Engineering 2016 Work in progress!    Page 538 of 540 City of Georgetown, Texas City Council Regula r Meeting April 26, 2016 SUBJECT: - At the time of po sting, no persons had signed up to address the City Council ITEM SUMMARY: FINANCIAL IMPACT: NA SUBMITTED BY: Page 539 of 540 City of Georgetown, Texas City Council Regula r Meeting April 26, 2016 SUBJECT: Sec. 551.071: Consul tati on w i th Attorney - Advice from attorney about pending o r co ntemplated litigation and other matters o n which the attorney has a duty to advise the City Council, including agenda item - Meet and Confe r Update - Appointment of te mpo rary/substitute Deputy City Atto rney/Court P rosecutor Sec. 551.074: Personnel Matters - City Manager, City Attorney, City Sec re tary and Municipal Judge: Consideratio n of the appointment, employme nt, evaluation, reassignment, duties, discipline, or dismissal - City Manager Evaluatio n ITEM SUMMARY: FINANCIAL IMPACT: TBD SUBMITTED BY: Page 540 of 540