G-10-08-12-8A1 - 8/12/2010OfaCMNN NO. 4-10-09-12y.1toti
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF ROUND ROCK, TEXAS
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2010; APPROVING AN
OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT, A BOND
PURCHASE AGREEMENT AND AN ESCROW AGREEMENT; ESTABLISHING THE
PROCEDURES FOR SELLING AND DELIVERING THE BONDS; AND
AUTHORIZING OTHER MATTERS RELATING TO THE BONDS
Adopted August 12, 2010
Round Rock GORB 2010 - Delegated: Ordinance
TABLE OF CONTENTS
Page
Section 1 Recitals, Amount and Purpose of the Bonds. 2
Section 2 Definitions. 2
Section 3 Amount, Name, Purpose, and Authorization. 3
Section 4 Date, Denomination, Maturities, Numbers, Interest and Redemption. 3
Section 5 Redemption.. 4
(a) Right of Redemption. 4
(b) Notice of Redemption to Bondholder. 4
(c) Effect of Redemption. 5
(d) Conditional Notice of Redemption 5
Section 6 Characteristics of the Bond 5
(a) Registration, Transfer, Conversion and Exchange; Authentication 5
(b) Payment of Bond and Interest. 6
(c) In General. 6
(d) Substitute Paying Agent/Registrar 7
(e) Book -Entry -Only -System. 7
(f) Successor Securities Depository; Transfer Outside Book -Entry -
Only System. 8
(g) Payments to Cede & Co. 8
(h) DTC Blanket Letter of Representations 8
(i) Cancellation of Initial Bond. 8
Section 7 Form of Bond 9
Section 8 Tax Levy. 18
Section 9 Defeasance of Bonds. 18
Section 10 Damaged, Mutilated, Lost, Stolen, or Destroyed Bonds. 20
(a) Replacement Bonds 20
(b) Application for Replacement Bonds 20
(c) No Default Occurred 20
(d) Charge for Issuing Replacement Bonds. 20
(e) Authority for Issuing Replacement Bonds. 21
Section 11 Custody, Approval, and Registration of Bond; Bond Counsel's
Opinion 21
Round Rock GORB 2010 - Delegated: Ordinance
Section 12 Covenants Regarding Tax Exemption of Interest on the Bond 21
(a) Covenants. 21
(b) Rebate fund 23
(c) Proceeds. 23
(d) Disposition of Project. 23
(e) Designation as Qualified Tax -Exempt Bonds. 23
Section 13 Sale of Bond 23
Section 14 Approval of Paying Agent/Registrar Agreement and Escrow
Agreement. 24
Section 15 Refunding of Refunded Obligations 24
Section 16 Approval of Official Statement. 24
Section 17 Insurance Provisions 24
Section 18 Continuing Disclosure Undertaking 25
(a) Annual Reports 25
(b) Material Event Notices. 25
(c) Limitations, Disclaimers, and Amendments. 26
(d) Definitions 27
Section 19 Amendment of Ordinance. 28
Section 20 Remedies in Event of Default. 29
Section 21 No Recourse Against City Officials 29
Section 22 Further Actions 29
Section 23 Perfection. 30
Section 24 Interpretations. 30
Section 25 Inconsistent Provisions. 30
Section 26 Interested Parties. 30
Section 27 Severability 31
Section 28 Funds and Accounts. 31
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Section 29 Credit Agreement. 31
Section 30 Repealer. 31
Section 31 Effective Date 31
Section 32 Payment of Attorney General Fee. 31
Exhibit "A" Defmitions
Exhibit "B" Paying Agent/Registrar Agreement
Exhibit "C" Continuing Disclosure
Exhibit "D" Notices of Redemption/Defeasance
Exhibit "E" Escrow Agreement
Round Rock GORB 2010 - Delegated: Ordinance
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ORDINANCE NO.
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF ROUND ROCK, TEXAS
GENERAL OBLIGATION REFUNDING BOND, SERIES 2010; APPROVING AN
OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT, A BOND
PURCHASE AGREEMENT AND AN ESCROW AGREEMENT; ESTABLISHING THE
PROCEDURES FOR SELLING AND DELIVERING THE BONDS; AND AUTHORIZING
OTHER MATTERS RELATING TO THE BONDS
THE STATE OF TEXAS
COUNTIES OF WILLIAMSON AND TRAVIS
CITY OF ROUND ROCK
WHEREAS, the City ofRound Rock, Texas (the "City") has previously issued several series
of obligations payable from ad valorem taxes:
City of Round Rock, Texas General Obligation and Refunding Bonds, Series 2002 (the
"Series 2002 Bonds"); and
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 3.0% 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 Assistant City Manager, acting as
the designated pricing officer of the City, or, in the absence of the Assistant City Manager, the
Director of Finance, all in accordance with the provisions of Chapter 1207, including 1207.007, 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
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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 ofthe
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
WHEREAS, the Bonds authorized by this Ordinance are being issued and delivered pursuant
to the City Charter and Chapter 1207 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 ofthe time, place and purpose ofthe
meeting was given, all as required by Chapter 551, Texas Government Code.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF ROUND
ROCK, 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. The Bonds,
each to be designated the "CITY OF ROUND ROCK, TEXAS GENERAL OBLIGATION
REFUNDING BONDS, SERIES 2010", is hereby authorized to be issued and delivered in
accordance with the Constitution and laws of the State of Texas, particularly Chapter 1207, Texas
Government Code, as amended, and the Charter of the City. The Bonds shall be issued in the
aggregate principal amount not to exceed $20,000,000 for the purpose of providing funds for (i)
refunding the Refunded Obligations and (ii) paying the costs of issuing the Bonds.
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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, 2027, 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 ofthis Ordinance and shall
be filed in the minutes of the City Council as part of this Ordinance. The Bonds shall be designated
by the year in which they are awarded. No Bonds shall be issued under this Ordinance after the close
of business 5:00 P.M. central daylight savings time on February 12, 2011.
(b) As authorized by Chapter 1207.007, 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
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 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
95% 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 3.0% 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. The Bonds shall be sold by negotiated sale to the
underwriter pursuant to a bond purchase agreement at such price, with and subject to such terms, as
determined by the Pricing Certificate. The Pricing Officer may not execute a Pricing Certificate
unless the minimum required savings as described in this subsection is achieved. The Pricing Officer
shall designate the senior managing underwriter for the Bonds and any other co -managers as the
Pricing Officer deems appropriate to assure that the Bonds are sold on the most advantageous terms.
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(c) The Current Interest Bonds shall bear interest calculated on the basis of a 360 -day
year composed oftwelve 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.
Section 5. REDEMPTION. (a) 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.
(b) Notice of Redemption to Bondholder. The Paying Agent/Registrar shall give notice of
any redemption ofthe 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 the manner in which the
notice of redemption was given, to the effect that the Bonds have not been redeemed.
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(c) 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
thereofcalled 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.
(d) 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
ofredemption. Ifa conditional notice ofredemption 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 6. 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, N.A., Dallas, Texas (the "Paying Agent/Registrar") books or
records for the registration of the transfer, conversion and exchange of the Bonds (the "Register"),
and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep
such Bonds 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 ofpresentation in due and proper form. The Paying Agent/Registrar shall
obtain and record in the Register the address of the Registered Owner of each Bond to which
payments with respect to the Bond 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 Register during regular business hours of the Paying
Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Register confidential and,
unless otherwise required by law, shall not permit their inspection by any other entity. The Paying
Agent/Registrar shall make a copy ofthe Register 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. 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.
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Except as provided in subsection (c) hereof, an authorized representative of the Paying
Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the Bond, and
no such Bond shall be deemed to be issued or outstanding unless such Bond is so executed. The
Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for conversion
and exchange. No additional ordinances, orders, or resolutions need be passed or adopted by the City
Council 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 Bond in the manner prescribed herein, and the Bonds shall be
typewritten, photocopied, printed, lithographed, engraved or produced in any other similar manner,
all as determined by the officers executing such bond as evidenced by their execution thereof.
Pursuant to Chapter 1201, Texas Government Code, as amended, and particularly Subchapter D
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 Bonds, the converted and exchanged Bond
shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Bond
which initially was issued and delivered pursuant to this Ordinance, approved by the Attorney
General, and registered by the Comptroller of Public Accounts.
(b) Payment of Principal 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 Bond, all as
provided in this Ordinance and in the Pricing Certificate. The Paying Agent/Registrar shall keep
proper records of all payments made by the City and the Paying Agent/Registrar with respect to the
Bond, 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 Register 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
Owner, (ii) may be transferred and assigned, (iii) may be converted and exchanged for another Bond,
(iv) shall have the characteristics, (v) shall be signed, sealed, executed and authenticated, (vi) shall
be payable as to principal and interest 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 Pricing Certificate and the FORM
OF BONDS set forth in this Ordinance. The Bond initially issued and delivered pursuant to this
Ordinance is 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 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 BONDS. On the closing date, the initial Bond
representing the entire principal amount ofthe Bonds, payable to the underwriter, executed by manual
Round Rock GORB 2010 - Delegated: Ordinance 6
or facsimile signature of the Mayor and City Secretary, approved by the Attorney General of Texas,
and registered and manually signed by the Comptroller ofPublic Accounts ofthe State of Texas, and
with the date of delivery inserted thereon by the Paying Agent/Registrar, will be delivered to the
underwriter.
(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 Register (or a copy thereof), along with all other pertinent
Bonds 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 6(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 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 in
the Registration Books of any amount with respect to principal of or interest on the Bonds.
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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
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 ofthe 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 ofwritten notice to the effect that DTC has determined to substitute a new nominee
in place ofCede & 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 Bonds, the City shall either (i)
appoint a successor securities depository, qualified to act as such under Section 17(a) of the
Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the
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
shall be registered in the name ofthe successor securities depository, or its nominee, or in whatever
name or names the Registered Owner transferring or exchanging Bonds shall designate, in accordance
with the provisions of this Ordinance.
(g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the
contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of, and interest on such Bond and all notices with respect to such
Bond shall be made and given, respectively, in the manner provided in the Letter of Representations
of the City to DTC.
(h) DTC Blanket Letter of Representations. The City confirms execution ofa 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 underwriter of the
Bonds or its designee, executed by manual or facsimile signature of the Mayor and City Secretary,
approved by the Attorney General of Texas, and registered and manually signed by the Comptroller
Round Rock GORB 2010 - Delegated: Ordinance 8
ofPublic Accounts ofthe State of Texas, will be delivered to such underwriter or its designee. Upon
payment for the initial Bond, the Paying Agent/Registrar shall cancel the initial Bond and deliver to
DTC or the Paying Agent/Registrar on behalf of such underwriter 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 7. FORM OF BONDS. The form of the Bonds, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment, and the form of Registration
Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Bonds
initially issued and delivered pursuant to this Ordinance shall be, respectively, substantially as follows,
with such appropriate variations, omissions, or insertions as are permitted or required by this
Ordinance.
R -
FORM OF BONDS
(All blanks and any appropriate or necessary insertions or deletions, to be completed as
determined by the Pricing Officer in the Pricing Certificate)
UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
CITY OF ROUND ROCK, TEXAS $
GENERAL OBLIGATION REFUNDING BOND, SERIES 2010
[FORM OF FIRST PARAGRAPHS OF CURRENT INTEREST BONDS]
INTEREST RATE MATURITY DATE DATE OF BOND CUSIP NO.
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
ON THE MATURITY DATE specified above, the CITY OF ROUND ROCK, TEXAS
(the "Issuer"), 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 at the Interest Rate per
annum specified above, payable on , and semiannually on each and
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 ofauthentication, unless such date of authentication
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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 Issuer and the securities depository.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money ofthe
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 ofNew York Mellon Trust Company, Dallas, Texas which is the "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 Issuer required
by the Ordinance authorizing the issuance ofthis 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 Issuer. 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 ofthis 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 ofthe 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 Issuer covenants with the Registered Owner ofthis 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.
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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 ofthe Bonds ofthe 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 Issuer and the
securities depository.
NO. PC -
[FORM OF FIRST PARAGRAPHS
OF PREMIUM COMPOUND INTEREST BOND]
MATURITY
AMOUNT
INTEREST RATE ISSUANCE DATE DATE OF BONDS MATURITY DATE
REGISTERED OWNER:
MATURITY AMOUNT:
ON THE MATURITY DATE SPECIFIED ABOVE, CITY OF ROUND ROCK,
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 . 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 ofthis Bond is payable in lawful money ofthe United States
ofAmerica, without exchange or collection charges. The Maturity Amount ofthis 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 The Bank of New York Mellon Trust Company, N.A., which is the
"Paying Agent/Registrar" for this Bond, and shall be drawn by the Paying Agent/Registrar on, and
solely from, funds ofthe City required by the order authorizing the issuance ofthe Bonds (the "Bond
Order") 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
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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 Bond Order, 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]
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 ofthe 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 as of and authorized to be issued
pursuant to the Bond Ordinance adopted by the City Council of the City in the principal amount of
$ [constituting $ Current Interest Bonds and $ Premium Compound
Interest Bonds]` for the purpose of providing funds for (i) refunding the Refunded Obligations and
(ii) paying the costs of issuing the Bonds.
ON OR ON ANY DATE THEREAFTER, the Bonds maturing on and after
may be redeemed prior to their scheduled maturities, at the option ofthe 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).
[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").
*To be included only if Current Interest Bonds and Premium Compound Interest Bonds are both
issued and completed as determined in the Pricing Certificate.
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Term Bonds Maturing on , 20
Redemption Date Principal Amount
, 20 $
, 20 t $ t
1 Final Maturity
THE PRINCIPAL AMOUNT ofthe Term Bonds required to be redeemed pursuant to the
operation ofthe mandatory sinking fund redemption provisions shall be reduced, at the option ofthe
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 ofthe City with monies in the Interest and Sinking Fund
at a price not exceeding the principal amount ofthe 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.]**
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, 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 ofthe 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 ofthe Issuer, all as provided in the Bond Ordinance.
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
**Use of Term Bonds, if any, to be determined by the Pricing Officer.
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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 ofthis 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 ofthis Bond or any portion or portions hereofin 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.
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 thereofto
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 ofthis Bond
have been performed, existed and been done in accordance with law; that this Bond is payable from
ad valorem taxes, within the limits prescribed by law.
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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 ofthe governing body ofthe Issuer and agrees that the
terms and provisions of this Bond and the Bond Ordinance constitute a contract between each
Registered Owner hereof and the City.
IN WITNESS WHEREOF, the City has caused this Bond to be signed with the manual or
facsimile signature ofthe Mayor ofthe City, and countersigned with the manual or facsimile signature
of the City Secretary of the City and the official seal of the City has been duly impressed, or placed
in facsimile, on this Bond.
(facsimile signature) (facsimile signature)
City Secretary, City of Round Rock, Texas Mayor, City of Round Rock, Texas
(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 ofthe State ofTexas, 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)
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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.
Dallas, Texas
Paying Agent/Registrar
By
Authorized Representative
FORM OF ASSIGNMENT:
ASSIGNMENT
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
Taxpayer Identification Number)
(Please print or typewrite Assignee's name and address,
including zip code)
and hereby irrevocably constitutes and appoints
attorney to transfer the registration ofthis 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.
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NOTICE: The signature above must
correspond with the name of the Registered
Owner as it appears upon the front of this
Bond in every particular, without alteration or
enlargement or any change whatsoever.
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 ofRound Rock, 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 in each of
the years, in the principal installments and bearing interest at the per annum rates set forth in the
following schedule:
Years
Principal Installments Interest Rates
(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 at the respective Interest Rate per
annum specified above. Interest is payable on and semiannually on each and
thereafter to the date of payment of the principal installment specified above; except,
that ifthis 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:
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"THE CITY OF ROUND ROCK, TEXAS (the "City"), being a political subdivision ofthe
State ofTexas, 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:
Year Maturity Amounts Interest Rates
(Information for the Premium Compound Interest Bonds from the Pricing Certificate to be inserted)
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 . 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 8. 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 ofthe 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 ofthe Bonds shall be deposited, as collected, to the credit ofthe Interest
and Sinking Fund. During each year while any ofthe Bonds or interest thereon are outstanding and
unpaid, the City Council 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 ofthe 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 ofthe 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 ofthe 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.
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 ofthis
Ordinance, except to the extent provided in subsections (c) and (e) ofthis Section, when payment of
the principal of such Bond, plus interest thereon to the due date or dates (whether such due date or
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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.
(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 Bond shall have been given or upon the
establishment of irrevokable 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 Council also be
invested in Defeasance Securities, maturing in the amounts and at the times as hereinbefore set forth,
and all income from all Defeasance Securities in possession of the Paying Agent/Registrar or 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 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 ofthis Section for the payment ofprincipal ofthe Bond and premium,
if any, and interest thereon, shall be applied to and used solely for the payment ofthe particular Bond
and premium, ifany, 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 ofPaying 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, ifmoney 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 ofthe Bond and such Bond shall not have
in fact been actually paid in full, no amendment ofthe provisions ofthis Section shall be made without
the consent of the registered owner of each Bond affected thereby.
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(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 ofdamaged, 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 ofa 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 ofthe 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.
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(e) Authority for Issuing Replacement Bonds. In accordance with Subchapter D of Texas
Government Code, Chapter 1201, 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 6(a) of this Ordinance for Bonds issued in conversion and exchange for other Bonds.
Section 11. CUSTODY, APPROVAL, AND REGISTRATION OF BOND; BOND
COUNSEL'S OPINION. The Mayor of the City and the City Manager are hereby authorized to
have control of the initial Bonds issued and delivered hereunder and all necessary records and
proceedings pertaining to the Bond pending its 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 Bond 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 Bond, 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 may, at the option ofthe City, be printed on the Bond issued and delivered under this
Ordinance, but it shall have no legal effect, and shall be solely for the convenience and information
of the Registered Owner of the Bonds.
Section 12. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THE BOND. (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 ofthe 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 of the proceeds of the Bonds for the payment of principal, interest and
redemption premium 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 refmanced 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
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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 ofthe proceeds ofthe 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) ofthe 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 current refunding bonds, for a period of 90 days and
in the case of an advance refunding bonds, for a period of 30 days,
(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 ofthe Bonds) an amount that is at least equal to 90 percent
ofthe "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(0 of the Code.
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(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 ofthe 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 Obligations 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 ofthe
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 Mayor to execute any documents,
certificates or reports required by the Code and to make such elections, on behalf of the City, which
may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds.
(d) Disposition of Project. The City covenants that the property constituting the projects
financed or refinanced 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 bonds counsel that such sale or other disposition will not
adversely affect the tax-exempt status of the Bonds. For purposes of the foregoing, the portion of
the property comprising personal property and disposed in the ordinary course shall not be treated
as a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the City
shall not be obligated to comply with this covenant if it obtains an opinion that such failure to comply
will not adversely affect the excludability for federal income tax purposes from gross income of the
interest.
(e) Designation as Qualified Tax -Exempt Bonds. The City hereby designates the Bonds as
"qualified tax-exempt bonds" as defined in section 265(b)(3) of the Code. In furtherance of such
designation, the City represents, covenants and warrants the following: (a) that during the calendar
year in which the Bonds are issued, the City (including any subordinate entities) has not designated
nor will designate bonds, which when aggregated with the Bonds, will result in more than
$10,000,000 ($30,000,000 for taxable years beginning after December 31, 2008 and ending prior to
January 1, 2011) of"qualified tax-exempt bonds" being issued; (b) that the City reasonably anticipates
that the amount of tax-exempt obligations issued, during the calendar year in which the Bonds are
issued, by the City (or any subordinate entities) will not exceed $10,000,000 ($30,000,000 for taxable
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years beginning after December 31, 2008 and ending prior to January 1, 2011); and (c) that the City
will take such action or refrain from such action as necessary, and as more particularly set forth in this
Section, in order that the Bonds will not be considered "private activity bonds" within the meaning
of section 141 of the Code.
Section 13. SALE OF BOND. The Bonds shall be sold and delivered, pursuant to a bond
purchase agreement by and between the City and the underwriter in substantially the form previously
used by the City as approved by the Pricing Officer at a price and under the terms set forth in the
Pricing Certificate. The Pricing Officer is authorized to execute and approve such changes to the
bond purchase agreement as necessary in connection with the sale of the Bonds.
Section 14. APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT AND
ESCROW AGREEMENT. (a) The Paying Agent/Registrar Agreement ("Paying Agent
Agreement") by and between the City and the Paying Agent in substantially the form and substance
attached hereto as Exhibit "B" is hereby approved and the Pricing Officer is hereby authorized and
directed to complete, amend, modify and execute the Paying Agent Agreement as necessary.
(b) The Escrow Agreement ("Escrow Agreement) if necessary by and between the City and
the Escrow Agent in substantially the form and substance attached hereto as Exhibit "E" is hereby
approved, and the Pricing Officer is hereby authorized to complete, amend, modify and execute the
Escrow Agreement, as necessary. The Mayor, City Manager, Director of Finance, the Secretary or
Assistant Secretary are each hereby authorized to take such action as may be necessary to cause the
purchase and delivery of the federal securities to be acquired and deposited to the credit of the
Escrow Fund created by the Escrow Agreement.
Section 15. REFUNDING OF REFUNDED OBLIGATIONS. That concurrently with
the delivery of the Bonds, the City shall cause to be deposited an amount from the proceeds of the
sale of the Bond with the Escrow Agent sufficient, together with other legally available funds of the
City, to provide for the refunding and defeasance of the Refunded Obligations. The Pricing Officer
is hereby authorized and directed to issue to the Escrow Agent the Notice of Redemption with
respect to the Refunded Obligations in substantially the form set forth in Exhibit "D" hereto
completed with such information to conform with the Pricing Certificate.
Section 16. APPROVAL OF OFFICIAL STATEMENT. The Pricing Officer is hereby
authorized to approve the Preliminary Official Statement and 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 ofthe Bonds by the underwriter 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
Section 17. 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
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payment required to be made by or on behalfofthe City on the Bonds. The Pricing Officer is hereby
authorized to sign a commitment letter 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 authorized. The Pricing Certificate may contain provisions
related to the bond insurance policies, including payment provisions thereunder, and the rights ofthe
Bond Insurer or Insurers, and any such provisions shall be read and interpreted as an integral part of
this Ordinance.
Section 18. 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 of the general type included in the fmal Official Statement authorized by this
Ordinance, being the information described in Exhibit "C" hereto. Any fmancial 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) Material Event Notices. The City shall notify the MSRB, in an electronic format as
prescribed by the MSRB, in a timely manner, of any of the following events with respect to the
Bonds, if such event is material within the meaning of the federal securities laws:
A. Principal and interest payment delinquencies;
B. Non-payment related defaults;
C. Unscheduled draws on debt service reserves reflecting financial difficulties;
D. Unscheduled draws on credit enhancements reflecting financial difficulties;
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E. Substitution of credit or liquidity providers, or their failure to perform;
F. Adverse tax opinions or events affecting the tax-exempt status of the Bonds;
G. Modifications to rights of holders of the Bonds;
H. Bond calls;
I. Defeasances;
J. Release, substitution, or sale ofproperty securing repayment ofthe Bonds; and
K. Rating changes.
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) ofthis 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 28 of this
Ordinance that causes the Bonds no longer to be outstanding.
The provisions ofthis Section are for the sole benefit ofthe 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 ofthe 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.
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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 ofthe Bonds. If the City so amends the provisions ofthis Section,
it shall include with any amended fmancial information or operating data next provided in accordance
with paragraph (a) ofthis Section an explanation, in narrative form, ofthe 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 ofthis continuing disclosure agreement ifthe SEC
amends or repeals the applicable provision ofthe Rule or a court offmal 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.
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Section 19. 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 ofthe Registered Owner, 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, (v) qualify this Ordinance under the Trust
Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time
in effect, or (iv) make such other provisions in regard to matters or questions arising under this
Ordinance as shall not be 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 Registered Owner shall have the right
from time to time to approve any amendment hereto that may be deemed necessary or desirable by
the City; provided, however, that without the consent of the Registered Owner, nothing herein
contained shall permit or be construed to permit amendment of the terms and conditions of this
Ordinance or in the Bond so as to:
(1) Make any change in the maturity of the Bond;
(2) Reduce the rate of interest borne by the Bond;
(3) Reduce the amount ofthe principal of, or redemption premium, ifany, payable
on the Bond;
(4) Modify the terms of payment of principal or of interest or redemption
premium on the Bond or impose any condition with respect to such payment; or
(5) Change the requirement with respect to Registered Owner consent to such
amendment.
(c) Ifat any time the City shall desire to amend this Ordinance under this Section, the City
shall send by U.S. mail to the Registered Owner a copy ofthe proposed amendment.
(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 Registered Owner, 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 the
Registered Owner shall thereafter be determined, exercised, and enforced, subject in all respects to
such amendment.
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(f) Any consent given by the Registered Owner of a Bond pursuant to the provisions of
this Section shall be irrevocable for a period of six months from the date of such consent, and shall
be conclusive and binding upon all future holders ofthe same Bond during such period. Such consent
may be revoked at any time after six months from the date of consent by the Registered Owner who
gave such consent, or by a successor in title, by filing notice with the City.
For the purposes of establishing ownership of the Bonds, the City shall rely solely upon the
registration of the ownership of such Bonds on the Register kept by the Paying Agent/Registrar.
Section 20. REMEDIES IN EVENT OF DEFAULT. In addition to all the rights and
remedies provided by the laws of the State of Texas, it is specifically covenanted and agreed
particularly that in the event the City (i) defaults in the payment of the principal, premium, if any, or
interest on the Bonds, (ii) declares bankruptcy, or (iii) defaults in the observance or performance of
any other ofthe covenant, agreement or obligation ofthe City, the failure to perform which materially
adversely affects the rights of the owner, including but no limited to, their prospect or ability to be
repaid in accordance with this Section and the continuation thereof for a period of 60 days after
notice of such default is given by any owner to the City, the following remedies shall be available:
(a) Any owner or an authorized representative thereof, including but not limited to, a trustee
or trustees therefor, may proceed against the City for the purpose of protecting and enforcing the
rights to the owner under this Ordinance, by mandamus or other suit, action or special proceeding
in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including
the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act
or thing that may be unlawful or in violation of any right ofthe owner hereunder or any combination
of such remedies.
(b) 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.
The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other
available remedy.
Section 21. 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 Bond.
Section 22. FURTHER ACTIONS. The Mayor, the City Manager and all other 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
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this Ordinance and the Bonds. In addition, prior to the initial delivery of the Bonds, the Mayor, the
City Manager, the Director of Finance 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 order to (i) correct any ambiguity or mistake or properly or
more completely document the transactions contemplated and approved by this Ordinance, (ii) obtain
a rating from any of the national bond rating agencies or satisfy requirements of any bond insurer, or
(iii) obtain the approval of the Bond by the Texas Attorney General's office.
In case any officer of the City whose signature shall appear on any Bonds shall cease to be
such officer before the delivery ofsuch Bonds, 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 23. PERFECTION. Chapter 1208, Government Code, applies to the issuance of
the Bond and the pledge of ad valorem taxes granted by the City under Section 8 of this Ordinance,
and such pledge is therefore valid, effective and perfected. If Texas law is amended at any time while
the Bond is outstanding and unpaid such that the pledge of ad valorem taxes granted by the City
under Section 8 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 Owner 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 24. 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 ofthe articles and sections ofthis Ordinance have been inserted for convenience ofreference
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 25. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions, or
parts thereof, which are in conflict or inconsistent with any provisions of this Ordinance are hereby
repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
Section 26. 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 Owner 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 Owner of the Bonds.
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Section 27. SEVERABILITY. The provisions of this Ordinance are severable; and in case
any one or more of the provisions of this Ordinance or the application thereof to any person or
circumstance should be held to be invalid, unconstitutional, or ineffective as to any person or
circumstance, the remainder of this Ordinance nevertheless shall be valid, and the application of any
such invalid provision to persons or circumstances other than those as to which it is held invalid shall
not be affected thereby.
Section 28. FUNDS AND ACCOUNTS. Notwithstanding anything in this Ordinance to
the contrary any funds or accounts created by this Ordinance, other than the Escrow Fund, may be
subaccounts of the City's Funds held by the City's depository, and, as such, not held in separate bank
accounts, such treatment shall not constitute commingling ofthe monies in such funds or of funds and
the City shall keep full and complete records indicating the monies and investment credited to each
such fund.
Section 29. CREDIT AGREEMENT. To the extent permitted by law, the City reserves
the right under Chapter 1371 of the Texas Government Code to enter into Credit Agreements in
connection with the Bonds, upon the written opinion of the City's Finance Director that such Credit
Agreements are in the best interest of the City given the market conditions at the time. The Credit
Agreements will constitute a Credit Agreement as defined in Chapter 1371 ofthe Texas Government
Code.
Section 30. REPEALER. All orders, resolutions and ordinances, or parts thereof,
inconsistent herewith are hereby repealed to the extent of such inconsistency.
Section 31. EFFECTIVE DATE. This Ordinance shall become effective upon the fmal
passage of this Ordinance.
Section 32. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby authorizes
the disbursement of a fee equal or lesser of (i) one-tenth of one percent ofthe principal amount ofthe
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 ofthe 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 ofthe 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.
Round Rock GORB 2010 - Delegated: Ordinance
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IN ACCORDANCE WITH SECTION 1201.028, TEXAS GOVERNMENT CODE
passed and approved on First and Final Reading on the 12th day of August, 2010.
ATTEST:
City Secretary, City of Round Rock, Texas
Round Rock GORB 2010 - Delegated: Ordinance
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Mayor, City of Round Rock, Texas
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 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 "City ofRound Rock, Texas General Obligation Refunding Bonds, Series
2010."
"Book -Entry -Only System" means the book -entry system of bond registration provided in
Section 6, 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.
"Cede & Co." means the designated nominee and its successors and assigns ofThe Depository
Trust Company, New York.
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"City" and "Issuer" mean the City of Round Rock, 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 ofan 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, and (iii)
noncallable obligations ofa 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.
"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 Bank of New York Mellon Trust Company, N.A. or any
successor escrow agent under the Escrow Agreement.
"Escrow Agreement" means the agreement by and between the City and the Escrow Agent
relating to the defeasance of the Refunded Obligations.
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"Federal Securities" as used herein means direct, noncallable obligations ofthe United States
ofAmerica, including obligations that are unconditionally guaranteed by the United States ofAmerica
(including Interest Strips of the Resolution Funding Corporation).
"Fiscal Year" means the twelve-month accounting period used by the City in connection with
the operation ofthe System, currently ending on September 30 ofeach 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.
"Holder," "Holders," "Owners" or "Registered Owners" means any person or entity in whose
name a Bond is registered in the Security Register, for any Parity Obligation.
"Initial Bonds" means the Bonds authorized, issued, and initially delivered as provided in
Section 4 of this Ordinance.
"Insurance Policy" means an insurance policy 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
8 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 Bonds.
"MSRB" means the Municipal Securities Rulemaking Board.
"Ordinance" means this ordinance finally adopted by the City Council on August 12, 2010.
"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.
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"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 ofthe 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 Assistant City Manager, acting as the designated pricing officer
of the City to execute the Pricing Certificate. In the absence of the Assistant City Manager, the
Director of Finance 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 Parity Obligations.
"Record Date" means Record Date as defined in Section 7 the Form of Bonds.
"Redemption Date" means a date fixed for redemption of any Bond pursuant to the terms of
this Ordinance.
"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 outstanding Series 2002 Bonds.
"Register" or "Registration Books" means the registry system maintained on behalfofthe 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.
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EXHIBIT B
PAYING AGENT/REGISTRAR AGREEMENT
[Please see separate tab of this transcript]
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EXHIBIT C
CONTINUING DISCLOSURE
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 18 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, or such similar headings, if any, referred to) below:
Valuation, Exemptions and General Bond Debt;
Valuation and General Debt History;
Tax Rate Levy and Collection History;
Ten Largest Taxpayers;
General Bond Debt Service Requirements;
Budget Projection;
Authorized but Unissued Debt
Pro -Forma General Fund Revenues and Expenditure History;
Municipal Sales Tax History;
Current Investments;
Excerpts from the City's Annual Financial Report.
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.
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EXHIBIT D
NOTICE OF REDEMPTION/DEFEASANCE
CITY OF ROUND ROCK, TEXAS
NOTICE IS HEREBY GIVEN that the following obligations (the "Obligations") issued by the City
of Round Rock, Texas (the "City") have been defeased and called for redemption prior to their scheduled
maturities, at a price of par and accrued interest to the date of redemption, to -wit:
City of Round Rock, Texas General Obligation and Refunding Bonds, Series 2002, maturing
on August 15 in each of the years 2012 through 2014, 2018 through 2023, 2025 and 2027,
inclusive, aggregating $ in principal amount.
Maturity
August 15
2012
2013
2014
****
****
****
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
Principal
Amount
Interest Redemption CUSIP
Rate Date Number*
4 .300% February 15, 2012 779222 WF1
4.400% February 15, 2012 779222 WG9
4.500% February 15, 2012 779222 WH7
**** **** ****
**** **** ****
**** **** ****
5.000% February 15, 2012 779222 WM6
5.000% February 15, 2012 779222 WN4
5.125% February 15, 2012 779222 WP9
5.125% February 15, 2012 779222 WQ7
5.125% February 15, 2012 779222 WR5
**** **** ****
**** **** ****
5.000% February 15, 2012 779222 WS3
**** **** ****
5.000% February 15, 2012 779222 WT1
*The CUSIP Numbers have been assigned to this issue by the CUSIP Service Bureau and are included solely for the convenience of the owners of the Obligations. The City
shall not be responsible for the selection or the correctness of the CUSIP numbers set forth herein.
The redemption price for the above Obligations is par plus accrued interest to the date fixed for
redemption. Such Obligations shall be redeemed on and shall not longer bear interest after the redemption date.
Due provision for the payment of the obligations described above has been made with The Bank of New York
Mellon Trust Company, N.A., Dallas, Texas (the "Bank"), and said obligations shall be presented for payment
either in person or by mail, at the following address:
First Class/Registered/Certified Mail
The Bank of New York Mellon
Trust Company, N.A.
Institutional Trust Services
P.O. Box 2320
Dallas, Texas 75221-2320
By Overnight or Courier
The Bank of New York Mellon
Trust Company, N.A.
Institutional Trust Services
2001 Bryan Street, 9th Floor
Dallas, Texas 75201
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By Hand
The Bank of New York Mellon
Trust Company, N.A.
GIS Unit Trust Window
4 New York Plaza, 1st Floor
New York, NY 10004
In compliance with section 3406 of the Internal Revenue Code of 1986, as amended, payors making
certain payments due on debt securities may be obligated to deduct and withhold a portion of such payment
from the remittance to any payee who has failed to provide such payor with a valid taxpayer identification
number. To avoid the imposition of this withholding tax, such payees should submit a certified taxpayer
identification number when surrendering the Obligations for redemption.
CITY OF ROUND ROCK, TEXAS
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EXHIBIT E
FORM OF ESCROW AGREEMENT
[Please see separate tab of this transcript]
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CITY OF ROUND ROCK, TEXAS
By:
Title: Chief Finanfficer
221 E. Main
Round Rock, Texas 78664
[SIGNATURE PAGE TO THE PAYING AGENT/REGISTRAR AGREEMENT]
ROUND ROCK GORB 2010: PayingAgtRegAgrmnt
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EXECUTED as of the date first written above.
CITY OF ROUND ROCK, TEXAS
By ' `
Mayor, City of Round Rock
Round Rock: GORefBond2010: EscrowAgr [Signature Page for Escrow Agreement]
ROUND ROCK, TEXAS
PURPOSE. PASSION. PROSPERITY
City Council Agenda Summary Sheet
Agenda Item No. 8A1
Agenda Caption:
Consideration and action with respect to an "Ordinance Authorizing the Issuance of City of
Round Rock, Texas General Obligation Refunding Bonds, Series 2010; Approving an Official
Statement and an Escrow Agreement; Establishing the Procedures for Selling and
Delivering the Bonds; and Authorizing Other Matters Relating to the Bonds"
Meeting Date: August 12, 2010
Department: Finance
Staff Person making presentation: Cheryl Delaney
Finance Director
Item Summary:
The City will be refunding approximately $19.5 million in General Obligation Refunding Bonds. The City has an
opportunity to refinance and pay off a portion of its general obligation outstanding debt. The savings in interest
costs over the life of the debt (15 years) are projected to be over $910,000. These savings are reflected as a
reduction of the debt service requirement.
$1 million in the form of a cash contribution (defeasance cost) will be used to restructure the debt. Funds from the
Debt Service and Self -Financed Construction fund will be used to fund this contribution.
Strategic Plan Relevance:
8.0 — Maintain and enhance public confidence, satisfaction and trust in City Government
Cost: N/A
Source of Funds: N/A
Date of Public Hearing (if required):
Recommended Action: Approval of ordinance