G-12-01-26-8A4 - 1/26/2012 ORDINANCE NO. '0L`219-M4
AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS AUTHORIZING THE ISSUANCE OF CITY OF ROUND ROCK,TEXAS
VENUE TAX AND HOTEL OCCUPANCY TAX REVENUE BONDS; APPROVING
AND AUTHORIZING AN OFFICIAL STATEMENT AND THE DISTRIBUTION
THEREOF; AUTHORIZING THE EXECUTION OF A BOND PURCHASE
AGREEMENT AND A PAYING AGENT/REGISTRAR AGREEMENT;
ESTABLISHING THE PROCEDURES FOR SELLING AND DELIVERING THE
BONDS; AND AUTHORIZING OTHER MATTERS RELATING TO THE BONDS
STATE OF TEXAS §
COUNTIES OF TRAVIS AND WILLIAMSON §
CITY OF ROUND ROCK §
WHEREAS,the City of Round Rock, Texas (the "City")pursuant to an election held on
November 8, 2011 and Chapter 334, Local Government Code, is authorized to finance a sports
and community venue for a multi-purpose facility and related infrastructure that is used or is
planned for use for one or more professional or amateur sports events, community events or
other sports events (the "Venue Project"); and
WHEREAS, the City Council of the City ("City Council") desires to proceed with the
issuance of bonds to finance a portion of the costs of the Venue Project which bonds will be
payable from and secured by a venue tax (i.e., the 2% additional hotel occupancy tax authorized
at the November 8, 2011 Election) and from the Hotel Tax, as hereinafter defined, on parity with
the City's Outstanding Hotel Occupancy Tax Bonds, as hereinafter defined, and as authorized by
Section 351.101(a) (11) of the Tax Code; and
WHEREAS, it is hereby officially found and determined that the meeting at which this
Ordinance was adopted was open to the public, and public notice of the time, place and purpose
of said meeting was given, all as required by Chapter 551, Texas Government Code.
THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
ROUND ROCK,TEXAS THAT:
Section 1. DEFINITIONS. For all purposes of this Ordinance, except as otherwise
expressly provided or unless the context otherwise requires, the terms defined in Exhibit "A" to
this Ordinance have the meanings assigned to them in Exhibit "A".
Section 2. AMOUNT AND PURPOSE OF THE BONDS. The Bonds, each to be
designated the "CITY OF ROUND ROCK, TEXAS VENUE TAX AND HOTEL
OCCUPANCY TAX REVENUE BOND, SERIES 2012", is hereby authorized to be issued
and delivered in one or more series in accordance with the Constitution and laws of the State of
Texas, particularly Chapter 1371, Texas Government Code, Chapter 334, Local Government
Code, as amended, Section 351.101(a)ll, Tax Code, as amended, the November 8, 2011
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Election and the Charter of the City. The Bonds shall be issued in the aggregate principal amount
not to exceed $8,000,000 for the purpose of providing funds for (i) the payment of the costs of
constructing, equipping, improving the Venue Project and (ii) paying the costs of issuing the
Bonds.
Section 3. 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, numbered consecutively from R-1 upward (except the Initial Bond delivered to the
Attorney General of the State of Texas which shall be numbered T-1) payable to the respective
initial Registered Owners thereof, or to the registered assignee or assignees of said Bonds or any
portion or portions thereof, in Authorized Denominations, maturing not later than December 1,
2037, serially or otherwise on the dates, in the years and in the principal amounts, respectively,
and dated, as all set forth in the Pricing Certificate to be executed and delivered by the Pricing
Officer pursuant to subsection (b) of this section. The Pricing Certificate is hereby incorporated
in and made a part of this Ordinance. The Bonds shall be designated by the year in which they
are awarded. If more than one series is issued a letter designation may be added to the name of
the Bonds. The authority of the Pricing Officer to execute and deliver a Pricing Certificate for
the Bonds shall expire at 5:00 P.M. central time on January 26,2013. Bonds priced on or before
January 26, 2013 may close after such date.
(b) As authorized by Chapter 1371, Texas Government Code, as amended, the
Pricing Officer is hereby authorized to act on behalf of the City in selling and delivering the
Bonds, 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, the rate or rates of interest to be borne by each such maturity, the interest
payment periods, the dates, price, and terms upon and at which the Bonds shall be subject to
redemption prior to maturity at the option of the City, as well as any mandatory sinking fund
redemption provisions, and all other matters relating to the issuance, sale, and delivery of the
Bonds, all of which shall be specified in the Pricing Certificate; provided that (i) the price to be
paid for the Bonds shall not be less than 90% of the aggregate original principal amount thereof
plus accrued interest thereon from its date to its delivery and (ii) none of the Bonds shall bear
interest at a rate greater than the maximum authorized by law. In establishing the aggregate
principal amount of the Bonds, the Pricing Officer shall establish an amount not to exceed the
amount authorized in Section 2, 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 or private placement to an underwriter or purchaser pursuant to a bond purchase
agreement at such price, with and subject to such terms, as determined by the Pricing Certificate.
The Pricing Officer shall designate the senior managing underwriter or purchaser 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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In satisfaction of Section 1201.022(a)(3), Texas Government Code, the City Council
hereby determines that the delegation of the authority to the Pricing Officer to approve the
method of sale and final terms and conditions of the Bonds as set forth in this Ordinance is, and
the decisions made by the Pricing Officer pursuant to such delegated authority and incorporated
in the Pricing Certificate will be, in the City's best interests and shall have the same force and
effect as if such determination were made by the City Council, and the Pricing Officer is hereby
authorized to make and include in the Pricing Certificate an appropriate finding to that effect.
(c) The Bonds shall bear interest calculated on the basis of a 360-day year composed
of twelve 30-day months from the dates specified in the FORM OF BONDS set forth in this
Ordinance to their respective dates of maturity or redemption at the rates per annum set forth in
the Pricing Certificate.
Section 4. REDEMPTION AND NOTICE OF REDEMPTION AND
DEFEASANCE. (a) The City reserves the right, as its option, to redeem Bonds as set forth in
the FORM OF BOND set forth in Exhibit "B" to this Ordinance and the Pricing Certificate.
(b) The Paying Agent/Registrar shall give notice of any redemption of the Bonds by
sending notice by first class United States mail, postage prepaid, not less than twenty (20) days
before the date fixed for redemption, to the Bondholder at the address shown in the Registration
Book. 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.
(c) Each notice of redemption or defeasance, whether required in the FORM OF BOND
or in this Section, shall contain a description of the Bonds to be redeemed or defeased including
the complete name of the Bonds, the date of issue, the interest rate, the maturity date, the CUSIP
number, the certificate numbers, the amounts called of each certificate, the publication and
mailing date for the notice, the date of redemption or defeasance, the redemption price, if any,
the name of the Paying Agent/Registrar and the address at which the Bonds may be redeemed or
paid, including a contact person and telephone number.
(d) 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 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
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manner in which the notice of redemption was given, to the effect that the Bonds have not been
redeemed.
(e) All redemption payments made by the Paying Agent/Registrar to the registered
owners of the Bonds shall include a CUSIP number relating to each amount paid to such
registered owner.
Section 5. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer,
and Exchange, Authentication. The City shall keep or cause to be kept at the designated office
for payment of The Bank of New York Trust Company, National Association in Dallas, Texas
(the "Paying Agent/Registrar") books or records for the registration of the transfer and exchange
of the Bonds (the "Registration Books"), and the City hereby appoints the Paying
Agent/Registrar as its registrar and transfer agent to keep such books or records and make such
registrations of transfers 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 and exchanges as herein provided. The Paying Agent/Registrar Agreement between the
City and the Paying Agent/Registrar, in substantially the form presented to the City Council at
the meeting at which this Ordinance was considered, is hereby approved and the Mayor and City
Clerk of the City are hereby authorized to execute the Paying Agent/Registrar Agreement and
approve any changes in the final form thereof as evidenced by their execution thereof.
The Paying Agent/Registrar shall obtain and record in the Registration Books the address
of the registered owner of each Bond to which payments with respect to the Bonds shall be
mailed, as herein provided; but it shall be the duty of each registered owner to notify the Paying
Agent/Registrar in writing of the address to which payments shall be mailed, and such interest
payments shall not be mailed unless such notice has been given. To the extent possible and
under reasonable circumstances, all transfers of the Bonds shall be made within three business
days after request and presentation thereof. The City shall have the right to inspect the
Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise
the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise
required by law, shall not permit their inspection by any other entity. The Paying
Agent/Registrar's standard or customary fees and charges for making such registration, transfer,
exchange and delivery of a substitute Bond or Bonds shall be paid as provided in the FORM OF
BOND set forth in Exhibit "B" to this Ordinance. Registration of assignments, transfers and
exchanges of the Bonds shall be made in the manner provided and with the effect stated in the
FORM OF BOND set forth in Exhibit "B" to this Ordinance. Each substitute Bond shall bear a
letter and/or number to distinguish it from each other.
Except as provided in (c) below, an authorized representative of the Paying
Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the Paying
Agent/Registrar's Authentication Certificate, and no such Bond shall be deemed to be issued or
outstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly shall
cancel all paid Bonds and surrendered for transfer and exchange. No additional ordinances,
orders or resolutions need be passed or adopted by the governing body of the City or any other
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body or person so as to accomplish the foregoing transfer and exchange of any Bond or portion
thereof, and the Paying Agent/Registrar shall provide for the preparation, execution and delivery
of the substitute Bonds in the manner prescribed herein. Pursuant to Chapter 1206, Texas
Government Code, as amended, the duty of transfer and exchange of Bonds as aforesaid is
hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Certificate,the
transferred and exchanged Bond shall be valid, incontestable and enforceable in the same manner
and with the same effect as the Bonds which initially were issued and delivered pursuant to this
Ordinance, approved by the Attorney General and registered by the Comptroller of Public
Accounts.
(b) Payment of Bonds and Interest. The City hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds,
all as provided in this Ordinance. The Paying Agent/ Registrar shall keep proper records of all
payments made by the City and the Paying Agent/Registrar with respect to the Bonds.
(c) In General. The Bonds (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Bonds to be payable only to the registered
owners thereof, (ii) may and shall be redeemed prior to their scheduled maturities, (iii) may be
transferred and assigned, (iv) may be exchanged for other Bonds, (v) shall have the
characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and
interest on the Bonds shall be payable, and (viii) shall be administered and the Paying
Agent/Registrar and the City shall have certain duties and responsibilities with respect to the
Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM
OF BOND set forth in Exhibit "B" to this Ordinance and the Pricing Certificate. The Bonds
initially issued and delivered pursuant to this Ordinance are not required to be, and shall not be,
authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in exchange for
any Bond or Bonds issued under this Ordinance the Paying Agent/Registrar shall execute the
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth
in the FORM OF BOND.
(d) Substitute Paying Agent/Registray. The City covenants with the registered owners
of the Bonds that at all times while the Bonds are outstanding the City will provide a competent
and legally qualified bank, trust company, financial institution or other entity to act as and
perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the
Paying Agent/Registrar will be one entity; however, the Paying Agent/Registrar may be separate
entities. The City reserves the right to,and may, at its option and to the extent permitted by law,
(i) act in the capacity of Paying Agent/Registrar or (ii) change the Paying Agent/Registrar upon
not less than 30 days written notice to the Paying Agent/Registrar, to be effective at such time
which will not disrupt or delay payment on the next principal or interest payment date after such
notice. In the event that the entity at any time acting as Paying Agent/Registrar(or its successor
by merger, acquisition or other method) should resign or otherwise cease to act as such, the City
covenants that promptly it will assume the duties or will appoint a competent and legally
qualified bank, trust company, financial institution or other agency to act as Paying
Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the
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previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a
copy thereof), along with all other pertinent books and records relating to the Bonds, to the new
Paying Agent/Registrar designated and appointed by the City. Upon any change in the Paying
Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the new
Paying Agent/Registrar to each registered owner of the Bonds, by United States mail, first-class
postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By
accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to
have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be
delivered to each Paying Agent/Registrar.
(e) Book-Entry-Only S sy tem. The Bonds issued in exchange for the Bonds initially
issued as provided in Section 5(i) shall be issued in the form of a separate single fully registered
Bond for each of the maturities thereof registered in the name of Cede & Co., as nominee of The
Depository Trust Company of New York ("DTC") and except as provided in subsection (f)
hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of
DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the
City and the Paying Agent/Registrar shall have no responsibility or obligation to any securities
brokers and dealers, banks,trust companies, clearing corporations and certain other organizations
on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of
securities transactions among DTC participants (the "DTC Participant") or to any person on
behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the
immediately preceding sentence, the City and the Paying Agent/Registrar shall have no
responsibility or obligation with respect to (i)the accuracy of the records of DTC, Cede & Co. or
any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any
DTC Participant or any other person, other than a Registered Owner, as shown on the
Registration 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. Notwithstanding any other
provision of this Ordinance to the contrary, but to the extent permitted by law, the City and the
Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each
Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose
of payment of principal of and interest, with respect to such Bond, for the purposes of registering
transfers with respect to such Bond, and for all other purposes of registering transfers with
respect to such Bonds, and for all other purposes whatsoever. The Paying Agent/Registrar shall
pay all principal of and interest on the Bonds only to or upon the order of the respective
Registered Owners, as shown in the Registration Books as provided in this Ordinance, or their
respective attorneys duly authorized in writing, and all such payments shall be valid and effective
to fully satisfy and discharge the City's obligations with respect to payment of principal of and
interest on the Bonds to the extent of the sum or sums so paid. No person other than a
Registered Owner, as shown in the Registration Books, shall receive a Bond evidencing the
obligation of the City to make payments of principal, and interest pursuant to this Ordinance.
Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has
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determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in
this Ordinance with respect to interest checks being mailed to the registered owner at the close of
business on the Record Date the word "Cede & Co." in this Ordinance shall refer to such new
nominee of DTC.
(f) Successor Securities Depository; Transfer Outside Book-Entry-Only System. In the
event that the City determines to discontinue the book-entry system through DTC or a successor
or DTC determines to discontinue providing its services with respect to the Bonds,the City shall
either(i) appoint a successor securities depository, qualified to act as such under Section 17(a) of
the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the
appointment of such successor securities depository and transfer one or more separate Bonds to
such successor securities depository or (ii) notify DTC and DTC Participants of the availability
through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having
Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to
being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but
may be registered in the name of the successor securities depository, or its nominee, or in
whatever name or names the Registered Owner transferring or exchanging Bond shall designate,
in accordance with the provisions of this Ordinance.
(g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to
the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC,
all payments with respect to principal of, and interest on such Bond and all notices with respect
to such Bond shall be made and given, respectively, in the manner provided in the Letter of
Representations of the City to DTC.
(h) DTC Letter of Representation. The officers of the City have previously executed a
Blanket Letter of Representations for and on behalf of the City and the City acknowledges the
use of such Blanket Letter with DTC in establishing the Book-Entry-Only System with respect to
the Bonds.
(i) Initial Bond. The Bonds herein authorized shall initially be issued as a fully
registered bond, being one bond (hereinafter called the "Initial Bond"). The Initial Bond shall be
registered in the name of the Purchaser or the designees thereof as set forth in Section 27 hereof.
The Initial Bond shall be submitted to the Office of the Attorney General of the State of Texas
for approval and registration by the Office of the Comptroller of Public Accounts of the State of
Texas and delivered to the Purchaser. Immediately after the delivery of the Initial Bond on the
closing date, the Registrar shall cancel the Initial Bond and exchange therefor Bonds in the form
of a separate single fully-registered Bond for each of the maturities thereof registered in the name
of Cede& Co., as nominee of DTC and, except as provided in Section 6(f), all of the outstanding
Bonds shall be registered in the name of Cede& Co., as nominee of DTC.
Section 6. FORM OF BOND. The form of each Bond, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment and the form of
Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be
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attached only to the Bonds initially issued and delivered pursuant to this Ordinance, shall be,
respectively, substantially in the form set forth in Exhibit "B" hereto and the Pricing Certificate,
with such appropriate variations, omissions or insertions as are permitted or required by this
Ordinance.
Section
7. SECURITY OF BONDS AND
ADDITIONAL PARITY OBLIGATIONS
AND PLEDGE OF PLEDGED REVENUES. The Bonds shall be entitled to the security and
benefits of this Ordinance. The City hereby covenants and agrees that the Pledged Revenues are
hereby irrevocably pledged to the payment and security of the Bonds and any Additional Parity
Obligations. Any Additional Parity Obligations may be further secured and payable from
reserves and pledged funds as provided in the Supplemental Ordinance authorizing any such
Additional Parity Obligations. The Parity Obligations, and the interest thereon, shall constitute
a lien on and pledge of the Pledged Revenues and the lien is hereby created on the Pledged
Revenues for the payment and security of the Parity Obligations which lien shall be superior to
the lien on and pledge of the Pledged Revenues securing payment of any Subordinate Lien
Obligations hereafter issued by the City.
Chapter 1208, Government Code, applies to the issuance of the Bonds and the pledge of
the Pledged Revenues granted by the City under this Section of the Ordinance, and such pledge is
therefore valid, effective and perfected. If Texas law is amended at any time while the Bonds
are outstanding and unpaid such that the pledge of the Pledged Revenues granted by the City
under this Section is to be subject to the filing requirements of Chapter 9, Business& Commerce
Code, then in order to preserve to the registered owners of the Bonds the perfection of the
security interest in said pledge, the City agrees to take such measures as it determines are
reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9,
Business & Commerce Code and enable a filing to perfect the security interest in said pledge to
occur.
Section 8. SPECIAL FUNDS. The creation of the Venue Project Fund is hereby
authorized. The Venue Project Fund shall consist of a Venue Revenue Account and a Venue
Project Account. The Venue Revenue Account and the Debt Service Fund are held for the
benefit of the Holders of Parity Obligations.
Section 9. VENUE REVENUE ACCOUNT AND DEBT SERVICE FUND. (a)
Venue Revenue Account. The City hereby covenants and agrees that while any Parity
Obligations are outstanding the Venue Tax shall be deposited and credited to the Venue Revenue
Account within the Venue Project Fund as provided in this Ordinance.
(b) Debt Service Fund. Money in the Debt Service Fund shall be used to pay the
principal of, redemption premium, if any, and interest on the Parity Obligations as the same
become due and payable. Money in this fund is pledged to secure the equal and ratable payment
of all Parity Obligations. Accrued interest, if any, received from the Initial Purchaser of any
Parity Obligations shall be taken into consideration and reduce the amount of the deposits and
credits required to be deposited into the Debt Service Fund.
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Section 10. FLOW OF FUNDS. (a) All Venue Tax deposited and credited to the
Venue Revenue Account shall be pledged and appropriated to the extent required and in the
priority as set forth below.
FIRST: to the payment of the amounts required to be deposited in the Debt Service
Fund for the payment of principal of, premium, if any, and interest on the Parity Obligations as
the same become due and payable (whether at Stated Maturity or upon redemption). The City
shall deposit into the Debt Service Fund an amount equal to 100% of the amount required to pay
fully the next scheduled interest and principal and redemption payments for the Parity Obligation
coming due in such year.
SECOND: to the payment of Subordinate Lien Obligations.
THIRD: all remaining Venue Tax to be used for any lawful purpose for the Venue
Project in accordance with Chapter 334 Local Government Code.
Subject to making the deposits and credits required by this Ordinance, or any
Supplemental Ordinance authorizing the issuance of Additional Parity Obligations, or the
payments and credits required by the provisions of the ordinances authorizing the issuance of
Subordinate Lien Obligations hereafter issued by the City,the excess Venue Tax may be used for
any lawful purpose.
If on any occasion there shall not be sufficient Venue Tax (after making all payments
pertaining to all Parity Obligations and taking into account any Hotel Occupancy Tax deposits)
to make the required deposits and credits, then such deficiency shall be cured as soon as possible
from the next available unallocated Venue Tax and such deposits and credits shall be in addition
to the amounts otherwise required to be deposited and credited to these Funds.
(b) The Bonds are additionally payable from and secured by a first lien on the Hotel Tax
Revenues. The Bonds are Parity Obligations pursuant to the Hotel Occupancy Tax Ordinance
including the Reserve Fund established therein. Transfers will be made from the HOT Revenue
Fund and HOT Reserve Fund, if necessary, to the Debt Service Fund established by this
Ordinance if the transfers from the Venue Revenue Account are insufficient to fully fund the
Debt Service Fund as described in Section 10(a).
Section 11. HOT RESERVE FUND. (a) To accumulate and maintain a reserve for
the payment of any Hotel Parity Obligations the HOT Reserve Fund has been established and is
maintained by the City pursuant to the Hotel Occupancy Tax Ordinance. As a result of the
issuance of the Bonds as additional Hotel Parity Obligations, as provided for under the Hotel
Occupancy Tax Ordinance, the City shall make an additional deposit of lawfully available funds
of the City to the HOT Reserve Fund on the delivery date of the Bonds to maintain the HOT
Required Reserve Amount.
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Section 12. APPLICATION OF BOND PROCEEDS AND OTHER FUNDS. (a)
Proceeds from the sale of the Bonds, and the City contribution of other lawfully available funds
for the Venue Project,will be disbursed in accordance with this Section.
(b) Moneys received from the Initial Purchaser of the Bonds representing accrued
interest, if any,on the Bonds from their date to the date of their actual delivery shall be deposited
into the Debt Service Fund.
(c) Moneys necessary to pay the costs of the Venue Project and to pay the costs of
issuance shall be deposited into the Venue Project Account within the Venue Project Fund.
(d) Moneys representing the amount necessary to achieve the Required Reserve Amount
shall be deposited by the City from other lawfully available funds into the HOT Reserve Fund by
reason of the Bonds being Hotel Parity Obligations.
Section 13. INVESTMENT OF FUNDS - VALUATION - TRANSFER OF
INVESTMENT INCOME - SECURITY OF FUNDS. Moneys in all funds, accounts and
subaccounts established pursuant to this Ordinance and any supplement or ordinance will be held
uninvested or invested and secured in the manner prescribed by State law for such funds and in
accordance with the applicable supplement or ordinance and written policies adopted by the City.
The investments of each account and subaccount shall be made under conditions that will timely
provide money sufficient to satisfy the City's obligations hereunder and under any supplement.
Money in all funds, accounts and subaccounts established pursuant to this Ordinance and any
supplement or ordinance may be combined for investment purposes, as directed by the City.
Such treatment does not constitute a commingling of the money in such accounts and
subaccounts and the City shall keep or cause to be kept full and complete records indicating the
money,investments and securities credited to each such account and subaccount. Any profits or
losses from investments shall be credited or charged, respectively, on a pro rata basis among the
accounts and other sources of money from which such investment was made.
Section 14. GENERAL COVENANTS. The City further covenants and agrees that in
accordance with and to the extent required or permitted by law:
(a) Performance. It will faithfully perform at all times any and all covenants,
undertakings, stipulations and provisions contained in any ordinance authorizing the issuance of
Parity Obligations, including this Ordinance, and in each and every Parity Obligation; it will
promptly pay or cause to be paid the principal of and interest on every Parity Obligation on the
dates and in the places and manner prescribed in such ordinances, indentures and obligations;
and it will, at the times and in the manner prescribed, deposit and credit or cause to be deposited
and credited the amounts required to be deposited and credited to the Funds as provided in this
Ordinance.
(b) City's Legal Authority. It is a duly created and existing home rule city of the State
of Texas, and is duly authorized under the laws of the State of Texas to create and issue the
RROCK\1iOTRev\12:Ordinance 10
Bonds; that all action on its part for the creation and issuance of the Bonds has been duly and
effectively taken, and that the Bonds in the hands of the Holders thereof are and will be valid and
enforceable special obligations of the City payable in accordance with their terms.
(c) Title. It has lawful title to the land, where the Venue Project will be constructed,
that it warrants that it will defend the title to all the aforesaid lands, buildings, structures and
facilities, and every part thereof, against the claims and demands of all persons whomsoever; that
it is lawfully qualified to pledge the Pledged Revenues to the payment of the Bonds and
Additional Parity Obligations in the manner prescribed herein, and has lawfully exercised such
rights.
(d) Further Encumbrance. While the Parity Obligations are outstanding and unpaid, it
will not additionally encumber the Pledged Revenues in any manner, except as permitted in this
Ordinance in connection with Additional Parity Obligations, unless said encumbrance is made
junior and subordinate in all respects to the liens, pledges, covenants and agreements of this
Ordinance and the Hotel Occupancy Tax Ordinance in connection with the Hotel Tax; but the
right of the City to issue or incur obligations payable from a subordinate lien on the Pledged
Revenues is specifically recognized and retained.
(e) Sale or Disposal of Property. While the Parity Obligations are outstanding and
unpaid, it will not sell, convey, mortgage, encumber, lease or in any manner transfer title to, or
otherwise dispose of the .
(f) Insurance. (1) General. The City shall cause to be insured such parts of the Venue
Project as would usually be insured by municipal corporations operating like properties, with a
responsible insurance company or companies, against risks, accidents or casualties against which
and to the extent insurance is usually carried by municipal corporations operating like properties,
including, to the extent reasonably obtainable, fire and extended coverage insurance, insurance
against damage by floods, and use and occupancy insurance. Public liability and property
damage insurance shall also be carried unless the City Attorney of the City gives a written
opinion to the effect that the City is not liable for claims which would be protected by such
insurance. At any time while any contractor engaged in construction work shall be fully
responsible therefor, the City shall not be required to carry insurance on the work being
constructed if the contractor is required to carry appropriate insurance. All such policies shall
be open to the inspection of the Holders and their representatives at all reasonable times. Upon
the happening of any loss or damage covered by insurance from one or more of said causes, the
City shall make due proof of loss and shall do all things necessary or desirable to cause the
insuring companies to make payment in full directly to the City. The proceeds of insurance
covering such property are hereby pledged as security for the Parity Obligations and, together
with any other funds necessary and available for such purpose, shall be used forthwith by the
City for repairing the property damaged or replacing the property destroyed; provided, however,
that if said insurance proceeds and other funds are insufficient for such purpose, then said
insurance proceeds pertaining to the Venue Project shall be used promptly as follows:
xnocxviorxev\iz:Ordinance 11
(i) for the redemption prior to maturity of the Parity Obligations, ratably in the
proportion that the Outstanding principal of each series of Parity Obligations
bears to the total Outstanding principal of all Parity Obligations, provided that if
on any such occasion the principal of any such series is not subject to redemption,
it shall not be regarded as Outstanding in making the foregoing computation; or
(ii) if none of the Outstanding Parity Obligations is subject to redemption,then for the
purchase on the open market and retirement of said Parity Obligations in the same
proportion as prescribed in the foregoing clause (i), to the extent practicable;
provided that the purchase price for any Parity Obligation shall not exceed the
redemption price of such Parity Obligation on the first date upon which it
becomes subject to redemption; or
(iii) to the extent that the foregoing clauses (i) and (ii) cannot be complied with at the
time, the insurance proceeds, or the remainder thereof, shall be deposited in a
special and separate trust fund, at a Depository of the City, to be designated the
Insurance Fund. The Insurance Fund shall be held until such time as the
foregoing clauses (i) and/or(ii) can be complied with, or until other funds become
available which, together with the Insurance Fund, will be sufficient to make the
repairs or replacements originally required,whichever of said events occurs first.
(2) Coinsurance. The foregoing provisions of(1) above notwithstanding, the City shall
have authority to enter into coinsurance or similar plans where risk of loss is shared in whole or
in part by the City.
(3) Audit. The annual audit hereinafter required shall contain a note commenting on
whether or not the City has complied with the requirements of this Section with respect to the
maintenance of insurance, and listing all policies carried, and whether or not all insurance
premiums upon the insurance policies to which reference is hereinbefore made have been paid.
(4) Source of Payment. Nothing in this Ordinance shall be construed as requiring the
City to expend any funds which are derived from sources other than the Hotel Tax, but nothing
herein shall be construed as preventing the City from doing so.
(g) Governmental Agencies. It will comply with all of the terms and conditions of any
and all franchises, permits and authorizations applicable to or necessary with respect to the
Venue Project, and which have been obtained from any governmental agency; and the City has or
will obtain and keep in full force and effect all franchises, permits, authorization and other
requirements applicable to or necessary with respect to the acquisition, construction, equipment,
operation and maintenance of the Venue Project.
(h) Collections and Rates. While the Parity Obligations are Outstanding and unpaid, the
City shall not lower or repeal the Hotel Tax or Venue Tax, as applicable, and shall diligently
pursue the collection of any unpaid Hotel Tax or Venue Tax.
RROCK\HOTRev\12:Ordinance 12I.
(i) Pledge of Hotel Tax and Venue Tax. The pledge and establishment of the Hotel Tax
and Venue Tax shall constitute a continuing obligation of the City with respect to such
establishment and a continuing appropriation of the amounts received. The City shall establish
and maintain at all times the Hotel Tax and Venue Tax in accordance with law and shall provide
r the collection thereof and segregation and application of the Pledged Revenues to pay
for
principal and interest while the Parity Obligations are Outstanding.
Section 15. RECORDS AND ACCOUNTS, ANNUAL AUDIT AND OTHER
INFORMATION. The City covenants and agrees that so long as any of the Parity Obligations
remain Outstanding, the City will keep and maintain a separate and complete system of records
and accounts pertaining to the Pledged Revenues in which full, complete, true, proper, and
correct entries shall be made of all dealings, transactions, business and affairs relating thereto, as
provided by generally accepted accounting principles, consistently applied, and by other
applicable law. The City further agrees that, following the close of each Fiscal Year, the City
will cause an audit report of such records and accounts to be made by an Accountant. Copies of
each annual audit shall be made available for public inspection during normal business hours at
the City Clerk's office and shall be furnished to,upon written request, any Holder.
Section 16. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THE BONDS. (a) Covenants. The City covenants to take any action necessary to assure, or
refrain from any action which would adversely affect, the treatment of the Bonds as obligations
described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the
interest on which is not includable in the "gross income" of the holder for purposes of federal
income taxation. In furtherance thereof,the City covenants as follows:
(1) to take any action to assure that no more than 10 percent of the proceeds of
the Bonds or the projects financed therewith (less amounts deposited to a reserve fund, if
any) are used for any "private business use," as defined in section 141(b)(6) of the Code
or, if more than 10 percent of the proceeds or the projects financed therewith are so used,
such amounts, whether or not received by the City, with respect to such private business
use, do not, under the terms of this Order or any underlying arrangement, directly or
indirectly, secure or provide for the payment of more than 10 percent of the debt service
on the Bonds, in contravention of section 141(b)(2) of the Code;
(2) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the
projects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in excess of 5 percent is used for a "private business use" which is "related" and
not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the
governmental use;
(3) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a
RROCKWOTRev\12:Ordinance 13
reserve fund, if any) is directly or indirectly used to finance loans to persons, other than
state or local governmental units, in contravention of section 141(c) of the Code;
(4) to refrain from taking any action which would otherwise result in the Bonds
being treated as "private activity bonds" within the meaning of section 141(b) of the
Code;
(5) to refrain from taking any action that would result in the Bonds being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to
acquire investment property (as defined in section 148(b)(2) of the Code) which produces
a materially higher yield over the term of the Bonds, other than investment property
acquired with--
(A) proceeds of the Bonds invested for a reasonable temporary period of
3 years or less or, in the case of a refunding bond, for a period of 30 days or less
until such proceeds are needed for the purpose for which the Bonds are issued,
(B) amounts invested in a bona fide debt service fund, within the
meaning of section 1.148-1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Bonds;
(7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated
as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the
extent applicable, section 149(d) of the Code (relating to advance refundings);
(8) to pay to the United States of America at least once during each five-year
period (beginning on the date of delivery of the Bonds) an amount that is at least equal to
90 percent of the 'Excess Earnings," within the meaning of section 148(f) of the Code
and to pay to the United States of America, not later than 60 days after the Bonds have
been paid in full, 100 percent of the amount then required to be paid as a result of Excess
Earnings under section 148(f) of the Code; and
(9) to assure that the proceeds of the Bonds will be used solely for new money
projects.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (8), a
"Rebate Fund" is hereby established by the City for the sole benefit of the United States of
RROCK\HOTRev\12:Ordinance 14
America, and such fund shall not be subject to the claim of any other person, including without
limitation the bondholders. The Rebate Fund is established for the additional purpose of
compliance with section 148 of the Code.
(c) Proceeds. The City understands that the term "proceeds" includes "disposition
proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred
proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of
the Bonds. It is the understanding of the City that the covenants contained herein are intended
to assure compliance with the Code and any regulations or rulings promulgated by the U.S.
Department of the Treasury pursuant thereto. In the event that regulations or rulings are
hereafter promulgated which modify or expand provisions of the Code, as applicable to the
Bonds, the City will not be required to comply with any covenant contained herein to the extent
that such failure to comply, in the opinion of nationally recognized bond counsel, will not
adversely affect the exemption from federal income taxation of interest on the Bonds under
section 103 of the Code. In the event that regulations or rulings are hereafter promulgated
which impose additional requirements which are applicable to the Bonds, the City agrees to
comply with the additional requirements to the extent necessary, in the opinion of nationally
recognized bond counsel, to preserve the exemption from federal income taxation of interest on
the Bonds under section 103 of the Code. In furtherance of such intention, the City hereby
authorizes and directs the City Manager to execute any documents, certificates or reports
required by the Code and to make such elections, on behalf of the City, which may be permitted
by the Code as are consistent with the purpose for the issuance of the Bonds. This Ordinance is
intended to satisfy the official intent requirements set forth in Section 1.150-2 of the Treasury
Regulations.
(d) Allocation Of, and Limitation On Expenditures for the Project. The City covenants
to account for the expenditure of sale proceeds and investment earnings to be used for the
purposes described in Section 1 of this Order (the "Project") on its books and records in
accordance with the requirements of the Code. The City recognizes that in order for the
proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to
expenditures within 18 months of the later of the date that (1) the expenditure is made, or(2)the
Project is completed; but in no event later than three years after the date on which the original
expenditure is paid. The foregoing notwithstanding, the City recognizes that in order for
proceeds to be expended under the Code, the sale proceeds or investment earnings must be
expended no more than 60 days after the earlier of(1) the fifth anniversary of the delivery of the
Bonds, or (2)the date the Bonds are retired. The City agrees to obtain the advice of
nationally-recognized bond counsel if such expenditure fails to comply with the foregoing to
assure that such expenditure will not adversely affect the tax-exempt status of the Bonds. For
purposes of this subsection, the City shall not be obligated to comply with this covenant if it
obtains an opinion of nationally-recognized bond counsel to the effect that such failure to comply
will not adversely affect the excludability for federal income tax purposes from gross income of
the interest.
RROC"OTRev\12:Ordinance 15
(e) Disposition of Project. The City covenants that the property constituting the Project
will not be sold or otherwise disposed in a transaction resulting in the receipt by the City of cash
or other compensation, unless the City obtains an opinion of nationally-recognized bond counsel
that such sale or other disposition will not adversely affect the tax-exempt status of the Bonds.
For purposes of this subsection, the portion of the property comprising personal property and
disposed of in the ordinary course shall not be treated as a transaction resulting in the receipt of
cash or other compensation. For purposes of this subsection, the City shall not be obligated to
comply with this covenant if it obtains an opinion of nationally-recognized bond counsel to the
effect that such failure to comply will not adversely affect the excludability for federal income
tax purposes from gross income of the interest.
(f) Designation as Qualified Tax-Exempt Obligations. 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 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; 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 17. 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 final Official Statement
authorized by Section 30 of this Ordinance, being the information described in Exhibit "C"
hereto. Any financial statements to be so provided shall be (1)prepared in accordance with the
accounting principles described in Exhibit "C" hereto, or such other accounting principles as the
City may be required to employ from time to time pursuant to state law or regulation, and
(2) audited, if the City commissions an audit of such statements and the audit is completed
within the period during which they must be provided. If the audit of such financial statements
is not complete within such period, then the City shall provide unaudited financial statements
within such period, and audited financial statements for the applicable fiscal year to the MSRB,
when and if the audit report on such statements become available.
If the City changes its fiscal year, it will notify the MSRB of the change (and of the date
of the new fiscal year end) prior to the next date by which the City otherwise would be required
to provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may
be set forth in full in one or more documents or may be included by specific reference to any
document that is available to the public on the MSRB's internet web site or filed with the SEC.
RROCK\HOTRev\12:Ordinance 16
All documents provided to the MSRB pursuant to this Section shall be accompanied by
identifying information as prescribed by the MSRB.
(b) Event Notices. The City shall notify the MSRB, in an electronic format as
prescribed by the MSRB, in a timely manner not in excess of ten business days after the
occurrence of the event, of any of the following events with respect to the Bonds.
A. Principal and interest payment delinquencies;
B. Non-payment related defaults, if material within the meaning of the
federal securities laws;
C. Unscheduled draws on debt service reserves reflecting financial
difficulties;
D. Unscheduled draws on credit enhancements reflecting financial
difficulties;
E. Substitution of credit or liquidity providers, or their failure to perform;
F. Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax-exempt status of the Bonds, or other events affecting the
tax-exempt status of the Bonds;
G. Modifications to rights of holders of the Bonds, if material within the
meaning of the federal securities laws;
H. Bond calls, if material within the meaning of the federal securities laws
and tender offers;
I. Defeasances;
J. Release, substitution, or sale of property securing repayment of the Bonds,
if material within the meaning of the federal securities laws;
K. Rating changes;
L. Bankruptcy, insolvency, receivership or similar event of the City;
M. The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of the assets of the City, other
than in the ordinary course of business, the entry into a definitive
RROC"OTRev\12:Ordinance 17
agreement to undertake such an action or the termination of a definitive
agreement relating to any such actions, other than pursuant to its terms, if
material within the meaning of the federal securities laws; and
N. Appointment of a successor or additional trustee or the change of name of
a trustee, if material within the meaning of the federal securities laws.
The City shall notify the MSRB, in an electronic format as prescribed by the MSRB, in a
timely manner, of any failure by the City to provide financial information or operating data in
accordance with subsection (a) of this Section by the time required by such subsection. All
documents provided to the MSRB pursuant to this Section shall be accompanied by identifying
information as prescribed by the MSRB.
(c) Limitations Disclaimers, and Amendments. The City shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so long
as, the City remains an "obligated person" with respect to the Bonds within the meaning of the
Rule, except that the City in any event will give notice of any deposit made in accordance with
Section 25 of this Ordinance that causes the Bonds no longer to be outstanding.
The provisions of this Section are for the sole benefit of the holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or
any legal or equitable right, remedy, or claim hereunder to any other person. The City
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the City's financial results, condition, or prospects or hereby undertake to update
any information provided in accordance with this Section or otherwise, except as expressly
provided herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF
ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
comprise a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
RROCK\HOTRev\12:Ordinance 18 ,
Should the Rule be amended to obligate the City to make filings with or provide notices
to entities other than the MSRB,the City hereby agrees to undertake such obligation with respect
to the Bonds in accordance with the Rule as amended.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or a
change in the identity, nature, status, or type of operations of the City, but only if (1) the
provisions of this Section, as so amended, would have permitted an underwriter to purchase or
sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account
any amendments or interpretations of the Rule since such offering as well as such changed
circumstances and (2) either (a) the holders of a majority in aggregate principal amount (or any
greater amount required by any other provision of this Ordinance that authorizes such an
amendment) of the outstanding Bonds consents to such amendment or (b) a person that is
unaffiliated with the City (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interest of the holders and beneficial owners of the
Bonds. If the City so amends the provisions of this Section, it shall include with any amended
financial information or operating data next provided in accordance with paragraph (a) of this
Section an explanation, in narrative form, of the reason for the amendment and of the impact of
any change in the type of financial information or operating data so provided. The City may
also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends
or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that
such provisions of the Rule are invalid, but only if and to the extent that the provisions of this
sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the
primary offering of the Bonds.
Section 18. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. (a) The
City shall have the right and power at any time and from time to time and in one or more series
or issues, to authorize, issue and deliver additional parity revenue bonds or other obligations
(herein called "Additional Parity Obligations"), in accordance with law, in any amounts, for
purposes authorized by law. Such Additional Parity Obligations, if and when authorized, issued
and delivered in accordance with this Ordinance, shall be secured by and made payable equally
and ratably on a parity with all other Outstanding Parity Obligations, from the lien on and pledge
of the Pledged Revenues herein granted.
(b) The Debt Service Fund shall secure and be used to pay all Parity Obligations.
However, each ordinance under which Additional Parity Obligations are issued shall provide and
require that, in addition to the amounts required by the provisions of this Ordinance and the
provisions of any other Supplemental Ordinance authorizing Additional Parity Obligations to be
deposited to the credit of the Debt Service Fund from Pledged Revenues, the City shall deposit to
the credit of the Debt Service Fund at least such amounts as are required for the payment of all
RROCK\HOTRev\12:Ordinance 19
principal of and interest on said Additional Parity Obligations then being issued, as the same
come due.
(c) The City may create and establish other pledged funds pursuant to the provisions of
any Supplemental Ordinance authorizing the issuance of Additional Parity Obligations for the
purpose of securing that particular issue or series of Parity Obligations or any specific group,
issue or series of Parity Obligations and the amounts once deposited or credited to said pledged
funds shall be held solely for the benefit of the Holders of the particular Parity Obligations for
which such pledged funds were established. Pledged funds shall be designated in such manner
as is necessary to identify the Parity Obligations secured.
Section 19. FURTHER REQUIREMENTS FOR ADDITIONAL PARITY
OBLIGATIONS. Additional Parity Obligations shall be issued only in accordance with this
Ordinance, but notwithstanding any provisions of this Ordinance to the contrary, no installment,
series or issue of Additional Parity Obligations shall be issued or delivered unless:
(a) The City Manager and the City Clerk of the City sign a written certificate to the
effect that the City is not in default as to any covenant, condition or obligation in connection with
all Outstanding Parity Obligations, and the ordinances authorizing same, and that the Debt
Service Fund, and the HOT Reserve Fund contains the amount then required to be therein.
(b) The Designated Financial Officer of the City provides a written certificate to the
effect that, during either the next preceding Fiscal Year, or any twelve consecutive calendar
month period ending not more than ninety days prior to the passage of the ordinance authorizing
the issuance of the then proposed Additional Parity Obligations, the Pledged Revenues were, in
the opinion thereof, at least equal to the sum of 1.40 times the Maximum Annual Debt Service
Requirements (computed on a Fiscal Year basis), including Amortization Installments, of the
Parity Obligations and the Additional Parity Obligations to be Outstanding after the issuance of
the then proposed Additional Parity Obligations and 1.00 times the maximum annual debt
service requirement (computed in the same manner as for Parity Obligations) of the Subordinate
Lien Obligations to be outstanding after the issuance of the then proposed Additional Parity
Obligations.
(c) In making a determination of Pledged Revenues for any of the purposes described in
this Section, the Designated Financial Officer may take into consideration a change in the rates
and charges in connection with the Pledged Revenues that became effective at least 60 days prior
to the last day of the period for which Pledged Revenues are determined and, for purposes of
satisfying the Pledged Revenues tests described above, make a pro forma determination of the
Pledged Revenues for the period of time covered by said Designated Financial Officer's
certification or opinion based on such change in rates and charges being in effect for the entire
period covered by said Designated Financial Officer's certificate or opinion.
Section 20. REFUNDING BONDS. The City reserves the right to issue Additional
Parity Obligations to refund all or any part of the outstanding Parity Obligations or any other
RROCK\HOTRev\12:Ordinance 20
obligations of the City payable, in whole or in part, from the Pledged Revenues, pursuant to any
law then available, upon such terms and conditions as the City Council may deem to be in the
best interest of the City and its inhabitants, and, unless all of the then outstanding Parity
Obligations are refunded, the conditions precedent prescribed for the issuance of Additional
Parity Obligations and the representations and certifications required in Sections 18 and 19 shall
be satisfied and shall give effect to the Maximum Annual Debt Service Requirements of the
proposed refunding Additional Parity Obligations (but shall not give effect to the Maximum
Annual Debt Service Requirements of the obligations being refunded following their cancellation
or provision being made for their payment); provided, however, if as a result of such refunding
the Annual Debt Service Requirements are not increased in any Fiscal Year, the City shall not be
required to satisfy the requirements of Section 20(b) as a requirement for the issuance of such
refunding Additional Parity Obligations. In connection with such refunding the amount and
value of the Required Reserve Amount shall be recalculated taking into account the Parity
Obligations being refunded.
Section 21. ISSUANCE OF SUBORDINATE LIEN OBLIGATIONS. The City
hereby reserves the right to issue, at any time, obligations including, but not limited to,
Subordinate Lien Obligations,payable from and equally and ratably secured, in whole or in part,
by a lien on and pledge of the Pledged Revenues, subordinate and inferior in rank and dignity to
the lien on and pledge of such Pledged Revenues securing the payment of the Parity Obligations,
as may be authorized by the laws of the State of Texas.
Section 22. LIMITED OBLIGATIONS OF THE CITY. The Parity Obligations are
limited, special obligations of the City payable from and equally and ratably secured solely by a
first lien on and pledge of the Pledged Revenues, and the Holders thereof shall never have the
right to demand payment of the principal or interest on the Parity Obligations from any funds
raised or to be raised through taxation, other than the Hotel Tax and Venue Tax, or any other
resources of the City.
Section 24. REMEDIES IN EVENT OF DEFAULT. (a) Events of Default. Each
of the following occurrences or events for the purpose of this Ordinance is hereby declared to be
an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the Bonds
when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement
or obligation of the City, the failure to perform which materially, adversely affects the
rights of the Registered Owners of the Bonds, including, but not limited to, their prospect
or ability to be repaid in accordance with this Ordinance, and the continuation thereof for
a period of 60 days after notice of such default is given by any Registered Owner to the
City.
(b) Remedies for Default.
RROCK\HOTRev\12:Ordinance 21
(i) Upon the happening of any Event of Default, then and in every case, any
Registered Owner or an authorized representative thereof, including, but not limited to, a
trustee or trustees therefor, may proceed against the City, or any official, officer or
employee of the City in their official capacity, for the purpose of protecting and enforcing
the rights of the Registered Owners under this Ordinance, by mandamus or other suit,
action or special proceeding in equity or at law, in any court of competent jurisdiction, for
any relief permitted by law, including the specific performance of any covenant or
agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or
in violation of any right of the Registered Owners hereunder or any combination of such
remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for
the equal benefit of all Registered Owners of Bonds then outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any
other available remedy or remedies, but each and every such remedy shall be cumulative
and shall be in addition to every other remedy given hereunder or under the Bonds or now
or hereafter existing at law or in equity; provided, however, that notwithstanding any
other provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds
shall not be available as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed
a waiver of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Ordinance, such
Registered Owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise
to a personal or pecuniary liability or charge against the officers, employees or trustees of
the City or the City Council.
(iv) None of the members of the City Council, nor any other official or officer,
agent, or employee of the City, shall be charged personally by the Registered Owners
with any liability, or be held personally liable to the Registered Owners under any term or
provision of this Ordinance, or because of any Event of Default or alleged Event of
Default under this Ordinance.
Section 24. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall
be deemed to be paid, retired and no longer outstanding (a "Defeased Bond")within the meaning
of this Ordinance, except to the extent provided in subsections (c) and (e) of this Section, when
payment of the principal of such Bond, plus interest thereon to the due date or dates (whether
such due date or dates be by reason of maturity, upon redemption, or otherwise) either (i) shall
RROCK\HOTRev\12:Ordinance 22
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 Pledged Revenues 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 Bonds shall have been given or upon the
establishment of irrevocable provisions for the giving of such notice, in accordance with this
Ordinance. Any money so deposited with the Paying Agent/Registrar or an eligible trust
company or commercial bank as provided in this Section may at the discretion of the City
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 of this Section for the payment of principal of the Bonds and
premium, if any, and interest thereon, shall be applied to and used solely for the payment of the
particular Bonds and premium, if any, and interest thereon, with respect to which such money or
Defeasance Securities have been so set aside in trust. Until all Defeased Bonds shall have
become due and payable, the Paying Agent/Registrar shall perform the services of Paying
Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the City
shall make proper arrangements to provide and pay for such services as required by this
Ordinance.
(d) Notwithstanding anything elsewhere in this Ordinance, if money or Defeasance
Securities have been deposited or set aside with the Paying Agent/Registrar or an eligible trust
company or commercial bank pursuant to this Section for the payment of Bonds and such Bonds
shall not have in fact been actually paid in full, no amendment of the provisions of this Section
shall be made without the consent of the registered owner of each Bond affected thereby.
RROCK\HOTRev\12:Ordinance 23 I'
(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 25. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated,
lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and
delivered, a new bond of the same principal amount, maturity and interest rate, as the damaged,
mutilated, lost, stolen or destroyed Bond, in replacement for such Bond in the manner hereinafter
provided.
(b) Application for Replacement Bonds. Application for replacement of damaged,
mutilated, lost, stolen or destroyed Bonds shall be made by the registered owner thereof to the
Paying Agent/Registrar. In every case of loss, theft or destruction of a Bond, the registered
owner applying for a replacement bond shall furnish to the City and to the Paying
Agent/Registrar such security or indemnity as may be required by them to save each of them
harmless from any loss or damage with respect thereto. Also, in every case of loss, theft or
destruction of a Bond, the registered owner shall furnish to the City and to the Paying
Agent/Registrar evidence to their satisfaction of the loss,theft or destruction of such Bond, as the
case may be. In every case of damage or mutilation of a Bond, the registered owner shall
surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in
the event any such Bond shall have matured, and no default has occurred which is then
continuing in the payment of the principal of, redemption premium, if any, or interest on the
Bond, the City may authorize the payment of the same (without surrender thereof except in the
case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security
or indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement
bond, the Paying Agent/Registrar shall charge the registered owner of such Bond with all legal,
printing and other expenses in connection therewith. Every replacement bond issued pursuant to
the provisions of this Section by virtue of the fact that any Bond is lost, stolen or destroyed shall
constitute a contractual obligation of the City whether or not the lost, stolen or destroyed Bond
shall be found at any time, or be enforceable by anyone,and shall be entitled to all the benefits of
this Ordinance equally and proportionately with any and all other Bonds duly issued under this
Ordinance.
RROCK\HOTRev\12:Ordinance 24
(e) Authority for Issuing Replacement Bonds. In accordance with Subchapter B of
Texas Government Code, Chapter 1206, this Section of this Ordinance shall constitute authority
for the issuance of any such replacement Bond without necessity of further action by the
governing body of the City or any other body or person, and the duty of the replacement of such
Bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying
Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with the
effect, as provided in Section 6 of this Ordinance for Bonds issued in conversion and exchange
for other Bonds.
Section 26. AMENDMENT OF ORDINANCE. (a) The holders of the Parity
Obligations aggregating a majority in principal amount of the aggregate principal amount of then
Outstanding Parity Obligations shall have the right from time to time to approve any amendment
to this Ordinance which may be deemed necessary or desirable by the City, provided, however,
that without the consent of the holders of all of the effected Parity Obligations at the time
outstanding, nothing herein contained shall permit or be construed to permit the amendment of
the terms and conditions in this Ordinance or in the Parity Obligations so as to:
(1) Make any change in the maturity of the Outstanding Parity Obligations;
(2) Reduce the rate of interest borne by any of the Outstanding Parity Obligations;
(3) Reduce the amount of the principal payable on the Outstanding Parity
Obligations;
(4) Modify the terms of payment of principal of or interest on the Outstanding Parity
Obligations or impose any conditions with respect to such payment;
(5) Affect the rights of the holders of less than all of the Parity Obligations then
outstanding;
(6) Change the minimum percentage of the principal amount of Parity Obligations
necessary for consent to such amendment.
(b) If at any time the City shall desire to amend this Ordinance under this Section, the
City shall cause notice of the proposed amendment to be (i) published in a financial newspaper
or journal of general circulation in The City of New York,New York, once during each calendar
week for at least two successive calendar weeks and (ii) mailed to all registered owners of the
Outstanding Parity Obligations as of the day prior to the mailing of such notice. Such notice
shall briefly set forth the nature of the proposed amendment.
(c) Whenever at any time not less than thirty days, and within one year, from the date of
the first publication of said notice or other service of written notice the City shall receive an
instrument or instruments executed by the holders of at least a majority in aggregate principal
amount of all Parity Obligations then Outstanding, which instrument or instruments shall refer to
RROCK\HOTRev\12:Ordinance 25
the proposed amendment described in said notice and which specifically consent to and approve
such amendment, the City Council may pass the amendatory ordinance in substantially the same
form.
(d) Upon the passage of any amendatory ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be amended in accordance with such amendatory
ordinance, and the respective rights, duties and obligations under this Ordinance of the City and
all the holders of then Outstanding Parity Obligations shall thereafter be determined, exercised
and enforced hereunder, subject in all respects to such amendments.
(e) Any consent given by the registered owner of a Parity Obligation pursuant to the
provisions of this Section shall be irrevocable for a period of six months from the date of the first
publication of the notice provided for in this Section, and shall be conclusive and binding upon
all future holders of the same Parity Obligation during such period. Such consent may be
revoked at any time after six months from the date of the first publication of such notice by the
holder who gave such consent, or by a successor in title, by filing notice thereof with the Paying
Agent and the City,but such revocation shall not be effective if the registered owners of at least a
majority in aggregate principal amount of the then outstanding Parity Obligations as in this
Section defined have, prior to the attempted revocation, consented to and approve the
amendment.
(f) For the purpose of this Section, the fact of the holding of Parity Obligations issued in
registered form without coupons and the amounts and numbers of such Parity Obligations and
the date of their holding same shall be proved by the Registration Books of the Paying
Agent/Registrar. For purposes of this Section, the holder of a Parity Obligation in such
registered form shall be the owner thereof as shown on such Registration Books. The City may
conclusively assume that such ownership continues until written notice to the contrary is served
upon the City.
(g) The foregoing provisions of this Section notwithstanding, the City by action of the
City Council may amend this Ordinance for any one or more of the following purposes:
(1) To add to the covenants and agreements of the City in this Ordinance
contained, other covenants and agreements thereafter to be observed, grant additional
rights or remedies to bondholders or to surrender, restrict or limit any right or power
herein reserved to or conferred upon the City;
(2) To make such provisions for the purpose of curing any ambiguity, or
curing, correcting or supplementing any defective provision contained in this Ordinance,
or in regard to clarifying matters or questions arising under this Ordinance, as are
necessary or desirable and not contrary to or inconsistent with this Ordinance and which
shall not adversely affect the interests of the holders of the Parity Obligations;
RROCK\HOTRev\12:Ordinance 26
(3) To make any changes or amendments requested by any Rating Agency, as
a condition to the issuance or maintenance of a rating, which changes or amendments do
not, in the judgment of the City,materially adversely affect the interests of the owners of
the outstanding Parity Obligations; and
(4) To modify any of the provisions of this Ordinance in any other respect
whatever, provided that (i) such modification shall be, and be expressed to be, effective
only after all Parity Obligations outstanding at the date of the adoption of such
modification shall cease to be outstanding, and(ii) such modification shall be specifically
referred to in the text of all Additional Parity Obligations issued after the date of the
adoption of such modification.
Notice of any such amendment shall be mailed to all registered owners of Outstanding Parity
Obligations as of the day prior to the mailing of such notice and may be published in the manner
described in subsection (b) of this Section; provided, however, that the publication or mailing of
such notice shall not constitute a condition precedent to the adoption of such amendatory
ordinance and the failure to publish such notice shall not adversely affect the implementation of
such amendment as adopted pursuant to such amendatory ordinance. No consent of owners is
needed to authorize a supplemental ordinance or supplemental indenture in connection with the
issuance of Additional Parity Obligations.
Section 27. SALE OF THE BONDS. The Bonds shall be sold and delivered,
pursuant to a bond purchase agreement by and between the City and the Initial Purchaser in
substantially the form previously used by the City in connection with the City's Outstanding
Hotel Occupancy Tax Bonds with such changes 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 28. CUSTODY, APPROVAL AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION,BOND INSURANCE AND CUSIP NUMBERS. The Mayor of the
City is hereby authorized to have control of the Bonds initially issued and delivered hereunder
and all necessary records and proceedings pertaining to the Bonds pending their delivery and
their investigation, examination and approval by the Attorney General of the State of Texas, and
their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration
of the Bonds said Comptroller of Public Accounts (or a deputy designated in writing to act for
said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such
Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such
Certificate. The approving legal opinion of the City's Bond Counsel (with an appropriate
certificate pertaining thereto executed by facsimile signature of the City Clerk of the City), a
statement regarding any insurance policy and the assigned CUSIP numbers may, at the option of
the City, be printed on or attached to the Bonds issued and delivered under this Ordinance, but
such additions or attachments shall not have any legal effect, and shall be solely for the
convenience and information of the registered owners of the Bonds.
RROCK\HOTRev\12:Ordinance 27
Section 29. APPROVAL OF OFFICIAL STATEMENT AND PAYING
AGENT/REGISTRAR AGREEMENT. (a) Official Statement. The City hereby approves
the form and content of the Official Statement relating to the Bonds and any addenda,
supplement or amendment thereto, and approves the distribution of such Official Statement in
the reoffering of the Bonds by the Purchaser in final form, with such changes therein or additions
thereto as approved by the Pricing Officer. The distribution and use of the Preliminary Official
Statement prior to the date hereof is confirmed. The City Council of the City hereby finds and
determines that
the Preliminary Official Statement and the Official Statement were and are
"deemed final" (as that term is defined in 17 C.F.R. Section 240.15c-12) as of their respective
dates.
(b) Paying_Agent/Registrar Agreement. The Paying Agent/Registrar Agreement by and
between the City and the Paying Agent/Registrar is hereby approved and the Pricing Officer is
hereby authorized to complete, amend, modify, and execute the Paying Agent/Registrar
Agreement, if necessary.
Section 30. UNAVAILABILITY OF AUTHORIZED PUBLICATION. If, because
of the temporary or permanent suspension of any newspaper,journal or other publication, or, for
any reason, publication of notice cannot be made meeting any requirements herein established,
any notice required to be published by the provisions of this Ordinance shall be given in such
other manner and at such time or times as in the judgment of the City shall most effectively
approximate such required publication and the giving of such notice in such manner shall for all
purposes of this Ordinance be deemed to be in compliance with the requirements for publication
thereof.
Section 31. FURTHER ACTIONS. The officers and employees of the City are
hereby authorized, empowered and directed from time to time and at any time to do and perform
all such acts and things and to execute, acknowledge and deliver in the name and under the
corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as
may be necessary or desirable in order to carry out the terms and provisions of this Ordinance,
the Bonds,the initial sale and delivery of the Bonds, the Paying Agent/Registrar Agreement, and
the Official Statement. In addition, prior to the initial delivery of the Bonds, the Mayor, the
City Manager or Assistant City Manager, the City Attorney 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 and as described in the Official Statement or (ii) obtain the
approval of the Bonds by the Texas Attorney General's office.
In case any officer of the City whose signature shall appear on any Bond shall cease to be
such officer before the delivery of such Bond, such signature shall nevertheless be valid and
sufficient for all purposes the same as if such officer had remained in office until such delivery.
RROCK\HOTRev\12:Ordinance 28
Section 32. INTERPRETATIONS. All terms defined herein and all pronouns used in
this Ordinance shall be deemed to apply equally to singular and plural and to all genders. The
titles and headings of the articles and sections of this Ordinance and the Table of Contents of this
Ordinance have been inserted for convenience of reference only and are not to be considered a
part hereof and shall not in any way modify or restrict any of the terms or provisions hereof.
This Ordinance and all the terms and provisions hereof shall be liberally construed to effectuate
thePmP oses set forth herein and to sustain the validity of the Bonds and the validity of the lien
on and pledge of the Pledged Revenues to secure the payment of the Bonds.
Section 33. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions,
or parts thereof, which are in conflict or inconsistent with any provision of this 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 34. INTERESTED PARTIES. Nothing in this Ordinance expressed or
implied is intended or shall be construed to confer upon, or to give to, any person or entity, other
than the City and the registered owners of the Bonds, any right, remedy or claim under or by
reason of this Ordinance or any covenant, condition or stipulation hereof, and all covenants,
stipulations, promises and agreements in this Ordinance contained by and on behalf of the City
shall be for the sole and exclusive benefit of the City and the registered owners of the Bonds.
Section 35. INCORPORATION OF RECITALS. The City hereby finds that the
statements set forth in the recitals of this Ordinance are true and correct, and the City hereby
incorporates such recitals as a part of this Ordinance.
Section 36. SEVERABILITY. If any provision of this Ordinance or the application
thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the
application thereof to other circumstances shall nevertheless be valid, and this governing body
hereby declares that this Ordinance would have been enacted without such invalid provision.
Section 37. NO PERSONAL LIABILITY. No covenant or agreement contained in
the Bonds, this Ordinance or any corollary instrument shall be deemed to be the covenant or
agreement of any member of the City Council or any officer, agent, employee or representative
of the City Council in his individual capacity, and neither the directors, officers, agents,
employees or representatives of the City Council nor any person executing the Bonds shall be
personally liable thereon or be subject to any personal liability for damages or otherwise or
accountability by reason of the issuance thereof, or any actions taken or duties performed,
whether by virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty, or otherwise, all such liability being expressly released and waived as a
condition of and in consideration for the issuance of the Bonds.
Section 38. REPEALER. All orders, resolutions and ordinances, or parts thereof,
inconsistent herewith are hereby repealed to the extent of such inconsistency.
RROCK\HOTRev\12:Ordinance 29
Section 39. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby
authorizes the disbursement of a fee equal to the lesser of (i) one-tenth of one percent of the
principal amount of the Bonds or (ii) $9,500, provided that such fee shall not be less than $750,
to the Attorney General of Texas Public Finance Division for payment of the examination fee
charged by the State of Texas for the Attorney General's review and approval of public securities
and credit agreements, as required by Section 1202.004 of the Texas Government Code. The
appropriate member of the City's staff is hereby instructed to take the necessary measures to
make this payment. The City is also authorized to reimburse the appropriate City funds for such
payment from proceeds of the Bonds.
Section 40. CREDIT AGREEMENTS. Pursuant to Chapter 1371 Texas Government
Code, as amended, the City may execute and deliver one or more Credit Agreements (i) to
additionally secure Parity Obligations or an issue or series or part of any issue or series of Parity
Obligations or(ii) in connection with the authorization, issuance, sale, resale, security, exchange,
payment, purchase, remarketing or redemption of Parity Obligations or an issue or series or part
of an issue or series of Parity Obligations or interest on an issue or series or part of an issue or
series of Parity Obligations without regard to whether a Credit Agreement was contemplated,
authorized or executed in relation to the initial issuance, sale or delivery of Parity Obligations.
Credit Agreements and the obligations thereunder may, pursuant to their terms, constitute: (i)
Parity Obligations secured by a pledge of the Security on parity with all Parity Obligations, (ii)
Subordinate Lien Obligations secured by a pledge of the Security subordinate to Parity
Obligations or (iii) partially on a parity with Parity Obligations and partially as Subordinate Lien
Obligations.
Section 41. EFFECTIVE DATE. This Ordinance shall become effective upon
passage of this Ordinance.
RROC"OTRev\I2:Ordinance 30
IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed
and approved on the first and final reading on the 26th day of January, 2012.
—ak-'4 /L"-�
Alan McGraw, Mayor
City of Round Rock, Texas
ATTEST:
ul
Sara White, City Clerk
Exhibit A-Definitions
Exhibit B -Form of Bond
Exhibit C - Description of Annual Financial Information
.� :ordinance
RROCKViOTRe �z SigPgOrdinance
EXHIBIT A
As used in this Ordinance, the following terms and expressions shall have the meanings
set forth below, unless the text hereof specifically indicates otherwise. Any terms not otherwise
defined herein have the meaning given in this Ordinance.
"Accountant" means an independent certified public accountant or accountants or a firm
of an independent certified public accountants, in either case, with demonstrated expertise and
competence in public accountancy.
"Additional Parity Obligations" means Bonds, notes, warrants, certificates of
obligation, contractual obligations or other Debt which the City reserves the right to issue or
enter into, as the case may be, in the future under the terms and conditions provided in Sections
18 and 19 of this Ordinance and which obligations are equally and ratably secured solely by a
first lien on and pledge of the Pledged Revenues on a parity with the Bonds.
"Amortization Installment" means, with respect to any Term Bonds of any series of
Parity Obligations, the amount of money which is required to be deposited into a mandatory
redemption account for retirement of such Term Bonds (whether at maturity or by mandatory
redemption and including redemption premium, if any) provided that the total Amortization
Installments for such Term Bonds shall be sufficient to provide for retirement of the aggregate
principal amount of such Term Bonds.
"Annual Debt Service Requirements" means, as of the date of calculation, the principal
of and interest on all Parity Obligations coming due at Maturity or Stated Maturity (or that could
come due on demand of the owner thereof other than by acceleration or other demand
conditioned upon default by the City on such Debt, or be payable in respect of any required
purchase of such Debt by the City) in such Fiscal Year, and, for such purposes, any one or more
of the following rules shall apply at the election of the City:
(1) Balloon Debt. If the principal (including the accretion of interest
resulting from original issue discount or compounding of interest) of any series or issue
of Funded Debt due (or payable in respect of any required purchase of such Funded Debt
by the City) in any Fiscal Year either is equal to at least 25% of the total principal
(including the accretion of interest resulting from original issue discount or compounding
of interest) of such Funded Debt or exceeds by more than 50% the greatest amount of
principal of such series or issue of Funded Debt due in any preceding or succeeding Fiscal
Year (such principal due in such Fiscal Year for such series or issue of Funded Debt
being referred to herein and throughout this Ordinance as 'Balloon Debt"),the amount of
principal of such Balloon Debt taken into account during any Fiscal Year shall be equal to
the debt service calculated using the original principal amount of such Balloon Debt
amortized over the Term of Issue on a level debt service basis at an assumed interest rate
equal to the rate borne by such Balloon Debt on the date of calculation;
RROC"OTRev\12:Ordinance A-1
(2) Consent Sinking Fund. In the case of Balloon Debt, if a Designated
Financial Officer shall deliver to the City a certificate providing for the retirement of(and
the instrument creating such Balloon Debt shall permit the retirement of), or for the
accumulation of a sinking fund for (and the instrument creating such Balloon Debt shall
permit the accumulation of a sinking fund for), such Balloon Debt according to a fixed
schedule stated in such certificate ending on or before the Fiscal Year in which such
principal (and premium, if any) is due, then the principal of (and, in the case of
retirement, or to the extent provided for by the sinking fund accumulation, the premium,
if any, and interest and other debt service charges on) such Balloon Debt shall be
provided that this
r due in accordance with such schedule,
computed as if the same were P
clause (2) shall apply only to Balloon Debt for which the installments previously
scheduled have been paid or deposited to the sinking fund established with respect to
such Debt on or before the times required by such schedule; and provided further that this
clause (2) shall not apply where the City has elected to apply the rule set forth in clause
(1)above;
(3) Prepaid Debt. Principal of and interest on Bonds and Additional Parity
Obligations, or portions thereof, shall not be included in the computation of the Annual
Debt Service Requirements for any Fiscal Year for which such principal or interest are
payable from funds on deposit or set aside in trust for the payment thereof at the time of
such calculations (including without limitation capitalized interest and accrued interest so
deposited or set aside in trust) with a financial institution acting as fiduciary with respect
to the payment of such Debt; and
(4) Variable Rate. As to any Parity Obligations that bear interest at a variable
interest rate which cannot be ascertained at the time of calculation of the Annual Debt
Service Requirement then, at the option of the City, either(A) an interest rate equal to the
average rate borne by such Parity Obligations (or by comparable debt in the event that
such Parity Obligations has not been outstanding during the preceding 24 months) for any
24 month period ending within 30 days prior to the date of calculation, or (B) an interest
rate equal to the 30-year Revenue Bond Index (as most recently published in The Bond
Buyer), shall be presumed to apply for all future dates, unless such index is no longer
published in The Bond Buffer, in which case an index of revenue Bonds with maturities
of at least 20 years which is published in a financial newspaper or journal with national
circulation may be used for this purpose (if two Series of Parity Obligations which bear
interest at variable interest rate, or one or more maturities within a Series, of equal par
amounts, are issued simultaneously with inverse floating interest rates providing a
composite fixed interest rate for such Parity Obligations taken as a whole, such composite
fixed rate shall be used in determining the Annual Debt Service Requirement with respect
to such Parity Obligations);
With respect to any calculation of historic data, only those payments actually made in the subject
period shall be taken into account in making such calculation and, with respect to prospective
RROCKOOTRev\12:Ordinance A_2
calculations, only those payments reasonably expected to be made in the subject period shall be
taken into account in making the calculation.
"Authorized Denominations" means with respect to the Bonds in the denomination of
$5,000 or any integral multiple of$5,000 in excess thereof.
"Average Annual Debt Service Requirements" means that average amount which, at
the time of computation, will be required to pay the Annual Debt Service Requirements when
due(either at Stated Maturity or mandatory redemption) and derived by dividing the total of such
Annual Debt Service Requirements by the number of Fiscal Years then remaining before Stated
Maturity of such Parity Obligations. For the purposes of this definition, a fractional period of a
Fiscal Year shall be treated as an entire Fiscal Year. Capitalized interest payments provided
from bond proceeds, accrued interest on any Debt, and interest earnings thereon shall be
excluded in making such computation.
"Bonds" means the City of Round Rock, Texas Venue Tax and Hotel Occupancy Tax
Revenue Bonds, Series 2012.
"Book-Entry-Only System" means the book-entry system of bond registration provided
in Section 6 of the Ordinance, or any successor system of book-entry registration.
"Cede & Co." means the designated nominee and its successors and assigns of The
Depository Trust Company,New York.
"City" mean the City of Round Rock, Texas, and where appropriate,the City Council.
"Convention Center Complex" means the Dell Diamond and United Heritage
Convention Center.
"Credit Agreements" has the meaning given in Chapter 1371, Texas Government Code,
as amended.
"Debt" and "Debt of the City payable from Pledged Revenues" mean:
(1) all indebtedness payable from Pledged Revenues incurred or assumed by the
City for borrowed money that, in accordance with generally accepted accounting
principles, are shown on the liability side of a balance sheet; and
(2) all other indebtedness payable from Pledged Revenues that is guaranteed,
directly or indirectly,in any manner by the City,or that is in effect guaranteed, directly or
indirectly, by the City through an agreement, contingent or otherwise, to purchase any
such indebtedness or to advance or supply funds for the payment or purchase of any such
indebtedness or to purchase property or services primarily for the purpose of enabling the
debtor or seller to make payment of such indebtedness, or to assure the owner of the
RROCK\HOTRev\12:Ordinance A-3
indebtedness against loss, or to supply funds to or in any other manner invest in the
debtor(including any agreement to pay for property or services irrespective of whether or
not such property is delivered or such services are rendered), or otherwise.
For the purpose of determining Debt,there shall be excluded any particular Debt if, upon or prior
to the Maturity thereof, there shall have been deposited with the proper depository (a) in trust the
necessary funds (or investments that will provide sufficient funds, if permitted by the instrument
creating such Debt) for the payment, redemption, or satisfaction of such Debt or (b) evidence of
such Debt deposited for cancellation; and thereafter it shall not be considered Debt. No item
shall be considered Debt unless such item constitutes indebtedness under generally accepted
accounting principles applied on a basis consistent with the financial statements of the System in
prior Fiscal Years.
"Debt Service Fund" means the special fund created, established and maintained by the
provisions of Section 9 of this Ordinance.
"Defeasance Securities" means (i) Federal Securities, (ii) noncallable obligations of an
agency or instrumentality of the United States of America, including obligations that are
unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the
City Council adopts or approves proceedings authorizing the issuance of refunding bonds or
otherwise provide for the funding of an escrow to effect the defeasance of the Bonds are rated as
to investment quality by a nationally recognized investment rating firm not less than "AAA" or
its equivalent, (iii) noncallable obligations of a state or an agency or a county, municipality, or
other political subdivision of a state that have been refunded and that, on the date the City
Council adopts or approves proceedings authorizing the issuance of refunding bonds or
otherwise provide for the funding of an escrow to effect the defeasance of the Bonds, are rated as
to investment quality by a nationally recognized investment rating firm no less than "AAA" or its
equivalent and (iv) any other then authorized securities or obligations under applicable State law
that may be used to defease obligations such as the Bonds.
"Depository" means one or more official depository banks of the City.
"DTC" means The Depository Trust Company,New York,New York and its successors
and assigns.
"DTC Participant" means securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations on whose behalf DTC was created to hold
securities to facilitate the clearance and settlement of securities transactions among DTC
Participants.
"Designated Financial Officer" means the finance director of the City, or such other
financial or accounting official of the City so designated by the City Council.
RROCK\HOTRev\12:Ordinance A_4
"Federal Securities" means direct, noncallable obligations of the United States of
America, including obligations that are unconditionally guaranteed by the United States of
America(including Interest Strips of the Resolution Funding Corporation).
"Fiscal Year" means the twelve-month accounting period used by the City in connection
with the operation of the Venue Project, currently ending on September 30 of each year, which
may be any twelve consecutive month period established by the City, but in no event may the
Fiscal Year be changed more than one time in any three calendar year period.
"Funded Debt" means all Parity Obligations created or assumed by the City that mature
by their terms (in the absence of the exercise of any earlier right of demand), or that are
renewable at the option of the City to a date, more than one year after the original creation or
assumption of such Debt by the City.
"Funds" means collectively all funds created or confirmed in this Ordinance.
"Holder(s)" means the registered owner, whose name appears in the Registration Books,
for any Parity Obligation.
"Hotel Occupancy Tax Ordinance" means Ordinance No. G-07-01-25-8B 1 adopted by
the City Council on January 25, 2007 authorizing the issuance of the Outstanding Hotel
Occupancy Tax Bonds.
"Hotel Parity Obligations" means parity obligations issued under the provisions of the
Hotel Occupancy Tax Ordinance including the Outstanding Hotel Occupancy Tax Bonds and the
Bonds.
"Hotel Tax" means that portion of the receipts of the municipal hotel tax authorized
pursuant to Chapter 351 of the Texas Tax Code, as amended, remaining after deducting the Local
Tourism Requirement.
"Hotel Tax Revenues" means (i)the Hotel Tax, (ii) amounts and investments on deposit
in the Hotel Tax Debt Service Fund and the Revenue Fund as provided in the Hotel Occupancy
Tax Ordinance plus (iii) any additional revenues, income, receipts, or other resources, including,
without limitation, any grants, donations or income received or to be received from the United
States Government, or any other public or private source, whether pursuant to an agreement or
otherwise, which hereafter are pledged by the City to the payment of the Parity Obligations.
"HOT Required Reserve Amount" has the meaning given in the Hotel Occupancy Tax
Ordinance.
"HOT Reserve Fund" means the special fund created, established and maintained by
the City pursuant to the provisions of Section 9 and 12 of the Hotel Occupancy Tax Ordinance.
RROCK\HOTRev\12:Ordinance A-5
"HOT Reserve Fund" means the special fund created, established and maintained by
the City pursuant to the provision of Sections 10 and 11 of the Hotel Occupancy Tax Ordinance.
"Initial Purchaser" means the senior managing underwriter and the other underwriters
set forth in the Bond Purchase Agreement.
"Local Tourism Requirement" means that portion of the municipal hotel tax
authorized pursuant to Chapter 351 of the Texas Tax Code, as amended, which represents the
greater of(i) the State Mandated Set Aside or (ii) $292,632 (adjusted upward each year which
commenced Fiscal Year 2008,by 3%on a compounded basis).
"MSRB" means the Municipal Securities Rulemaking Board.
"Maturity" means, when used with respect to any Debt, the date on which the principal
of such Debt or any installment thereof becomes due and payable as therein provided, whether at
the Stated Maturity thereof or by declaration of acceleration, call for redemption, or otherwise.
"Maximum Annual Debt Service Requirements" means the greatest requirements of
Annual Debt Service Requirements (taking into account all mandatory principal redemption
requirements) scheduled to occur in any future Fiscal Year or in the then current Fiscal Year for
the particular obligations for which such calculation is made. Capitalized interest payments
provided from Debt proceeds, accrued interest on any Debt, and interest earnings thereon shall be
excluded in making such computation.
"Ordinance" means this ordinance adopted by the City Council of the City on January
26, 2012 in connection with the issuance of the Bonds.
"Outstanding" when used with respect to Parity Obligations, means, as of the date of
determination, all Parity Obligations theretofore delivered under this Ordinance and any
ordinance authorizing Additional Parity Obligations, except:
(1) Parity Obligations theretofore canceled and delivered to the City or delivered
to the Paying Agent/Registrar for cancellation;
(2) Parity Obligations deemed paid pursuant to the provisions of Section 24 of
this Ordinance or any comparable section of any ordinance authorizing Additional Parity
Obligations;
(3) Parity Obligations upon transfer of or in exchange for and in lieu of which
other Parity Obligations have been authenticated and delivered pursuant to this Ordinance
and any ordinance authorizing Additional Parity Obligations; and
RROCK\HOTRev\12:Ordinance A_6
(4) Parity Obligations under which the obligations of the City have been
released, discharged or extinguished in accordance with the terms thereof.
"Outstanding Hotel Occupancy Tax Bonds" means the "City of Round Rock, Texas
Hotel Occupancy Tax Revenue Refunding Bonds, Series 2007" currently outstanding in the
aggregate principal amount of$7,050,000.
"Paying Agent/Registrar" shall have the meaning set forth in Section 5(a) of this
Ordinance.
Additional
Pari Obligations hereafter
Parity Obligations means the Bonds and any Parity g
issued by the City or obligations issued to refund any of the foregoing (as determined within the
sole discretion of the City Council in accordance with applicable law) if issued in a manner that
provides that such obligations are payable from and equally and ratably secured by a first lien on
and pledge of the Pledged Revenues.
"Pledged Revenues" means (i) the Venue Tax Revenues , (ii) the Hotel Tax Revenues
plus (iii) any additional revenues, income, receipts, or other resources, including, without
limitation, any grants, donations or income received or to be received from the United States
Government, or any other public or private source, whether pursuant to an agreement or
otherwise, which hereafter are pledged by the City to the payment of the Parity Obligations.
"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 the Record Date as defined in the Form of Bond in Exhibit "B" to
this Ordinance.
"Registration Books" means the records maintained by the Paying Agent/Registrar
indicating the registered owner of the Parity Obligations.
"Revenue Fund" means the special fund created or confirmed by Sections 9 and 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.
"State Mandated Set Aside" means not less than the amount of revenue received by the
City from the municipal hotel tax at a rate of one percent of the cost of the room which is
required to be allocated solely to advertising and conducting solicitation and promotional
purposes to attract tourists and convention delegates or registrants to the City or its vicinity as
provided in Section 351.103 of the Texas Tax Code, as amended.
RROCK\HOTRev\12:Ordinance A-7
"Stated Maturity" means the annual principal payments of the Parity Obligations
payable on the respective dates set forth in the Ordinance and any Supplemental Ordinance
authorizing the issuance of such Parity Obligations.
"Subordinate Lien Obligations" means (i) any bonds, notes, warrants, certificates of
obligation, contractual obligations or other Debt issued by the City that are payable, in whole or
in part, from and equally and ratably secured by a lien on and pledge of the Pledged Revenues,
such pledge being subordinate and inferior to the lien on and pledge of the Pledged Revenues
that are or will be pledged to the payment of any Parity Obligations issued by the City, and (ii)
f the foregoing if issued in a
manner that provides that
hereafter issued to refund an o g P
obligationsY g
the refunding bonds are payable from and equally and ratably secured, in whole or in part, by a
lien on and pledge of the Pledged Revenues on a parity with the Subordinate Lien Obligations.
"Supplemental Ordinance" means the ordinances adopted by the City Council of the
City from time to time in connection with the issuance of Additional Parity Obligations.
"Term Bonds" means those Parity Obligations so designated in the ordinances
authorizing such bonds which shall be subject to retirement by operation of a mandatory
redemption account.
"Term of Issue" means with respect to any Balloon Debt, a period of time equal to the
greater of(i) the period of time commencing on the date of issuance of such Balloon Debt and
ending on the final maturity date of such Balloon Debt or(ii)twenty-five years.
"Venue Project" means constructing, equipping and improving the sports and
community venue for a multi-purpose facility and related infrastructure that is used or is planned
for use for one or more professional or amateur sports events, community events or other sports
events as approved by the voters of the City on November 8, 2011 in accordance with Chapter
334,Local Government Code and Section 351.101(a)l 1, Tax Code.
"Venue Project Fund" means the special fund created, established and maintained by
the provisions of Section 8 of this Ordinance including the subaccounts in such fund.
"Venue Tax" means the 2% additional hotel occupancy tax approved by the voters of
the City on November 8, 2011 and as levied by Ordinance of the City Council adopted on
January 26, 2012.
"Venue Tax Revenues" means (i) the Venue Tax, (ii) amounts and investments on
deposit in the Debt Service Fund and the Venue Revenue Account of the Venue Project Fund
plus (iii) any additional revenues, income, receipts, or other resources, including, without
limitation, any grants, donations or income received or to be received from the United States
Government, or any other public or private source, whether pursuant to an agreement or
otherwise,which hereafter are pledged by the City to the payment of the Parity Obligations.
RROCK OTRev\1z:Ordin ce A-8
EXHIBIT B
FORM OF BOND
R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
CITY OF ROUND ROCK,TEXAS $
VENUE TAX AND HOTEL OCCUPANCY TAX REVENUE BOND
SERIES 2012
INTEREST RATE DATE OF BONDS ISSUANCE DATE MATURITY DATE
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
ON THE MATURITY DATE specified above, the 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 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 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.
*As provided in the Pricing Certificate To the extent that the Pricing Certificate relating to the Bonds is inconsistent with any provisions in this
Form of Bond or contains information to complete the missing information in this Form of Bond,the language in the Pricingffacate shall be
used in the executed Bonds.
RROCKWOTRev\12:Ordinance C-1
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of
the United States of America, without exchange or collection charges. The principal of this Bond
shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at
maturity or upon the date fixed for its redemption prior to maturity, at the designated office for
payment of The Bank of New York Trust Company,National Association, 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 City required by the Ordinance authorizing the issuance of
this Bond(the "Ordinance")to be on deposit with the Paying Agent/Registrar for such purpose as
hereinafter provided; and such check 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 fifteenth business day of the month next
preceding each such date (the "Record Date") on the Registration Books kept by the Paying
Agent/Registrar, as hereinafter described. In the event of a non-payment of interest on a
scheduled payment date, and for 30 days thereafter, a new record date for such interest payment
(a "Special Record Date") will be established by the Paying Agent/Registrar if and when funds
for the payment of such interest have been received from the City. Notice of the Special Record
Date and of the scheduled payment date of the past due interest (the "Special Payment Date"
which shall be 15 days after the Special Record Date) shall be sent at least five business days
prior to the Special Record Date by United States mail, first class,postage prepaid,to the address
of each Registered Owner appearing on the Registration Books of the Paying Agent/Registrar at
the close of business on the fifteenth business day next preceding the date of mailing of such
notice. Any accrued interest due upon the redemption of this Bond prior to maturity as provided
herein shall be paid to the Registered Owner upon presentation and surrender of this Bond for
redemption and payment at the principal office for payment of the Paying Agent/Registrar
(unless the redemption date is a regularly scheduled interest payment date, in which case accrued
interest on such redeemed Bonds shall be payable in the regular manner described above). The
City covenants with the Registered Owner of this Bond that on or before each principal payment
date, interest payment date, and accrued interest payment date for this Bond it will make
available to the Paying Agent/Registrar, from the "Debt Service Fund" referred to in and
maintained by the Ordinance, the amounts required to provide for the payment, in immediately
available funds, of all principal of and interest on the Bonds, when due. Terms used in this
Bond and not otherwise defined shall have the meaning given in the Ordinance.
IF THE DATE for the payment of the principal of or interest on this Bond shall fall on a
day other than a Business Day (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.
RROCKViOTRev\12:Ordinance (`_2
THIS BOND is one of a series of Bonds dated as of *, authorized in
accordance with the Constitution and laws of the State of Texas in the aggregate principal
amount of$ * FOR THE PURPOSE OF (I) THE PAYMENT OF THE
COSTS OF CONSTRUCTING, EQUIPPING, IMPROVING THE VENUE PROJECT
AND (II)PAYING THE COSTS OF ISSUING THE BONDS.
[INSERT REDEMPTION PROVISIONS AS PROVIDED IN THE PRICING
CERTIFICATE]
THE CITY reserves the right to redeem Bonds of this series maturing on and after
*, in whole or in part on *, or any date thereafter, and, if in
part, the City will determine the maturity or maturities to be redeemed and the Paying
Agent/Registrar shall determine, by lot or other customary method within a maturity, the
particular Bonds to be redeemed, at a redemption price equal to the principal amount of the
Bonds to be redeemed plus accrued interest to the redemption date.
[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.
Bonds Maturing on
Mandatory Redemption Date* Principal Amount*
t $ t
tFinal Maturity
THE PRINCIPAL AMOUNT of the Bonds required to be redeemed pursuant to the
operation of the mandatory sinking fund redemption provisions shall be reduced, at the option of
the County by the principal amount of any Bonds of the stated maturity which, at least 50 days
prior to a mandatory redemption date, (1) shall have been acquired by the County at a price not
exceeding the principal amount of such 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 cancelled by the Paying Agent/Registrar at the request of the County with monies
in the Interest and Sinking Fund at a price not exceeding the principal amount of the 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.]**
*As provided in the Pricing Certificate.To the extent that the Pricing Certificate relating to the Bonds is inconsistent aaihny provisions in this
Forth of Bond or contains information to complete the missing information itis Form of Bond,the language in the Pricing Certificate shall be
used in the executed Bonds.
**To be included only if certain maturities of Bonds are subject to mandatory sinking fund redemption as determined by the ArgrOfficer in the
Pricing Certificate.
RROCK\HOTRev\12:Ordinance C_3
AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions
thereof prior to maturity, a written notice of such redemption shall be sent by the Paying
Agent/Registrar by United States mail, first-class postage prepaid, at least 30 days prior to the
date fixed for any such redemption to the Registered Owner of each Bond to be redeemed at its
address as it appeared on the Registration Books maintained by the Paying Agent/Registrar on
the day such notice of redemption is mailed. By the date fixed for any such redemption, due
provision shall be made with the Paying Agent/Registrar for the payment of the required
redemption price for the Bonds or portions thereof which are to be so redeemed. If such written
notice of redemption is mailed and if due provision for such payment is made, all as provided
above, the Bonds or portions thereof which are to be so redeemed thereby automatically shall be
treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the
date fixed for redemption, and they shall not be regarded as being outstanding except for the
right of the Registered Owner to receive the redemption price from the Paying Agent/Registrar
out of the funds provided for such payment. If a portion of any Bond shall be redeemed a
substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in any
Authorized Denomination at the written request of the Registered Owner, and in an aggregate
principal amount equal to the unredeemed portion thereof, will be issued to the Registered
Owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in
the Ordinance.
WITH RESPECT TO any optional redemption of the Bonds, unless certain
prerequisites to such redemption required by the Ordinance have been met and moneys sufficient
to pay the principal of and premium, if any, and interest on the Bonds to be redeemed shall have
been received by the Paying Agent/Registrar prior to the giving of such notice of redemption,
such notice shall state that said redemption may, at the option of the City, be conditional upon
the satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar
on or prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice
of redemption. If a conditional notice of redemption is given and such prerequisites to the
redemption and sufficient moneys are not received, such notice shall be of no force and effect,
the City shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the
manner in which the notice of redemption was given, to the effect that the Bonds have not been
redeemed.
ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without
interest coupons, in the denomination of$5,000 and any integral multiple of$5,000 in excess of
thereof within a maturity(an "Authorized Denomination"). As provided in the Bond Ordinance,
this Bond, or any unredeemed portion hereof, may, at the request of the Registered Owner or the
assignee or assignees hereof, be assigned, transferred and exchanged for a like aggregate
principal amount of fully registered Bonds, without interest coupons, payable to the appropriate
Registered Owner, assignee or assignees, as the case may be, having the same denomination or
denominations in an Authorized Denomination as requested in writing by the appropriate
Registered Owner, assignee or assignees, as the case may be, upon surrender of this Bond to the
Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth
in the Bond Ordinance. Among other requirements for such assignment and transfer, this Bond
RROCK\HOTRev\12:Ordinance C_4
must be presented and surrendered to the Paying Agent/Registrar, together with proper
instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying
Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in an
Authorized Denomination 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.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the City,
resigns or otherwise ceases to act as such, the City has covenanted in the Bond Ordinance that it
promptly will appoint a competent and legally qualified substitute therefor, and cause written
notice thereof to be mailed to the Registered Owners of the Bonds.
IT IS HEREBY certified, recited and covenanted that this Bond has been duly and
validly authorized, issued and delivered; that all acts, conditions and things required or proper to
be performed, exist, and be done precedent to or in the authorization, issuance and delivery of
this Bond have been performed, existed and been done in accordance with law; that this Bond is
a special obligation of the City, and that the interest on and principal of this Bond, together with
all other outstanding "Parity Obligations" (as defined in the Ordinance), as such interest comes
due, and as such principal matures, are payable from and secured by a lien on and pledge of the
"Pledged Revenues", all as provided in the Ordinance.
THE CITY also has reserved the right, subject to restrictions stated in the Ordinance, to
issue Additional Parity Obligations which also may be made payable from and equally and
ratably secured by a first lien on and pledge of, the Pledged Revenues in the same manner and to
the same extent as this series of Bonds.
THE CITY also has reserved the right, subject to restrictions stated in the Ordinance to
issue Subordinate Lien Obligations payable from and equally and ratably secured, in whole or in
part, by a lien on and pledge of the Pledged Revenues (as defined in the Bond Ordinance),
subordinate and inferior in rank and dignity to the lien on and pledge of such Pledged Revenues
securing payment of the Bonds or any Additional Parity Obligations.
RROCKOOTRev\12:Ordinance C_5
THE OWNER HEREOF shall never have the right to demand payment of this Bond out
of any funds raised or to be raised by taxation, except venue taxes and hotel occupancy taxes, or
any sources other than those specified in the Ordinance.
BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby
acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms
and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in
the official minutes and records of the governing body of the City and agrees that the terms and
provisions of this Bond and the Ordinance constitute a contract between each Registered Owner
hereof and the City.
IN WITNESS WHEREOF, the City has caused this Bond to be signed with the manual
or facsimile signature of the Mayor of the City, and countersigned with the manual or facsimile
signature of the City Clerk of the City and the official seal of the City has been duly impressed,
or placed in facsimile, on this Bond.
Countersigned:
City Clerk, City of Round Rock, Texas Mayor, City of Round Rock, Texas
(CITY SEAL)
INSERTIONS FOR THE INITIAL BOND
The initial Bond shall be in the form set forth in this Exhibit, except that:
A. immediately under the name of the Bond, the headings "INTEREST RATE" and
"MATURITY DATE" shall both be completed with the words "As shown below" and
"CUSIP NO." shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"ON THE MATURITY DATE SPECIFIED BELOW,the City of Round Rock, Texas
(the "City"), being a political subdivision, hereby promises to pay to the Registered Owner
specified above, or registered assigns (hereinafter called the "Registered Owner"), on
RROCK\HOTRev\12:Ordinance C_6
* 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 Amount Interest Rate
(Information from Sections 3 and 4 to be inserted)
The City promises to pay interest on the unpaid principal amount hereof(calculated on the basis
of a 360-da year of twelve 30-da months) from * at the respective Interest Rate
YY Y
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 if this Bond is required to be authenticated and the date of its
authentication is later than the first Record Date (hereinafter defined), such principal amount
shall bear interest from the interest payment date next preceding the date of authentication,
unless such date of authentication is after any Record Date but on or before the next following
interest payment date, in which case such principal amount shall bear interest from such next fol-
lowing 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."
FORM OF REGISTRATION CERTIFICATE
OF THE COMPTROLLER OF PUBLIC ACCOUNTS:
COMPTROLLER'S REGISTRATION CERTIFICATE:
REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity, and approved
by the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
(COMPTROLLER'S SEAL) Comptroller of Public Accounts
of the State of Texas
*As provided in the Pricing Certificate.To the extent that the Pricing Certificate relating to the Bonds is inconsistent 3iitu,y provisions in this
Form of Bond or contains information to complete the missing information in this Form of Bon4etlanguage in the Pricing Certificate shall be
used in the executed Bonds.
RROMHOTRev\12:Ordinance C-7
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed Registration
Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond
Ordinance described in the text of this Bond; and that this Bond has been issued in exchange for
a bond or Bonds, or a portion of a bond or Bonds of a series which originally was approved by
the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts
of the State of Texas.
Date of Authentication: THE BANK OF NEW YORK TRUST
COMPANY, NATIONAL
ASSOCIATION
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 (Please print or typewrite Assignee's name and address,
Taxpayer Identification Number) including zip code)
and hereby irrevocably constitutes and appoints
attorney to transfer the registration of this Bond on the Paying Agent/Registrar's Registration
Books with full power of substitution in the premises.
Dated:
RROCK\HOTRev\I2:Ordinance ('_8
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a NOTICE: The signature above must correspond
member firm of the New York Stock Exchange or a with the name of the Registered Owner as it appears
commercial bankor trust company. upon the front of this Bond in every particular,
without alteration or enlargement or any change
whatsoever.
RROC"OTRev\12:Ordinance C-9
EXHIBIT C
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 referred to)below:
Appendix B
Table 1 - Historical Hotel Occupancy Tax Collections;
Table 2 - Hotel Taxpayers;
Table 3 - Condensed Statement of Operations of Hotel Tax Fund; and
Table 4 -Debt Information.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements referred to in paragraph I above.
RROCK\HOTRev\12:Ordinance C-1
CERTIFICATE FOR ORDINANCE NO. , Z-01-2.17-5M'
THE STATE OF TEXAS §
COUNTIES OF WILLIAMSON AND TRAVIS §
CITY OF ROUND ROCK §
The undersigned City Clerk of the City of Round Rock, Texas (the "City"),hereby certify
as follows:
1. The City Council of the City convened in a REGULARLY SCHEDULED
MEETING ON THE 26TH DAY OF JANUARY, 2012, at the designated meeting place (the
"Meeting"), and the roll was called of the duly constituted officers and members of the Council,
to-wit:
Alan McGraw, Mayor
Craig Morgan, Place 1
George White, Place 2
Joe Clifford, Place 3
Carlos T. Salinas, Mayor Pro-tem, Place 4
John Moman, Place 5
Kris Whitfield, Place 6
and all of the persons were present, except the following absentees: none, thus constituting a
quorum. Whereupon, among other business, the following was transacted at the Meeting: a
written
AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK,TEXAS
AUTHORIZING THE ISSUANCE OF CITY OF ROUND ROCK,TEXAS VENUE TAX
AND HOTEL OCCUPANCY TAX REVENUE BONDS; APPROVING AND
AUTHORIZING AN OFFICIAL STATEMENT AND THE DISTRIBUTION THEREOF;
AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT AND A
PAYING AGENT/REGISTRAR AGREEMENT; ESTABLISHING THE PROCEDURES
FOR SELLING AND DELIVERING THE BONDS; AND AUTHORIZING OTHER
MATTERS RELATING TO THE BONDS
was duly introduced for the consideration of the City Council. It was then duly moved and
seconded that the Ordinance be passed; and, after due discussion, said motion carrying with it the
passage of the Ordinance, prevailed and carried by the following vote:
AYES: All Present Voted Aye
NOES: None
RROCK\1iOTRev\12:Ordinance
2. A true, full and correct copy of the Ordinance passed at the Meeting described in
the above and foregoing paragraph is attached to and follows this Certificate; that the Ordinance
has been duly recorded in the City Council's minutes of the Meeting; that the above and
foregoing paragraph is a true, full and correct excerpt from the City Council's minutes of the
Meeting pertaining to the passage of the Ordinance; that the persons named in the above and
foregoing paragraph are the duly chosen, qualified and acting city officials as indicated therein;
that each of the elected officials and members of the City Council was duly and sufficiently
notified officially and personally, in advance, of the time, place and purpose of the Meeting, and
that the Ordinance would be introduced and considered for passage at the Meeting, and each of
the elected officials and members consented, in advance, to the holding of the Meeting for such
purpose, and that the Meeting was open to the public and public notice of the time, place and
purpose of the meeting was given, all as required by Chapter 551, Government Code, as
amended.
3. The Mayor of the City has approved and hereby approves the Ordinance and the
Mayor and the City Clerk of the City have duly signed the Ordinance.
RROCK\HOTRev\12:OrdinanceCert 2
SIGNED AND SEALED the 26th day of January, 2012.
City Clerk
[CITY SEAL]
RROCK\HOTRM12:OrdumceCer[ 3
AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS AUTHORIZING THE ISSUANCE OF CITY OF ROUND ROCK,TEXAS
VENUE TAX AND HOTEL OCCUPANCY TAX REVENUE BONDS; APPROVING
AND AUTHORIZING AN OFFICIAL STATEMENT AND THE DISTRIBUTION
THEREOF; AUTHORIZING THE EXECUTION OF A BOND PURCHASE
AGREEMENT AND A PAYING AGENT/REGISTRAR AGREEMENT;
ESTABLISHING THE PROCEDURES FOR SELLING AND DELIVERING THE
BONDS; AND AUTHORIZING OTHER MATTERS RELATING TO THE BONDS
Adopted January 26,2012
RROC'"OTRev\12:Ordinance
ORDINANCE NO.
AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS AUTHORIZING THE ISSUANCE OF CITY OF ROUND ROCK,TEXAS
VENUE TAX AND HOTEL OCCUPANCY TAX REVENUE BONDS; APPROVING
AND AUTHORIZING AN OFFICIAL STATEMENT AND THE DISTRIBUTION
THEREOF; AUTHORIZING THE EXECUTION OF A BOND PURCHASE
AGREEMENT AND A PAYING AGENT/REGISTRAR AGREEMENT;
ESTABLISHING THE PROCEDURES FOR SELLING AND DELIVERING THE
BONDS; AND AUTHORIZING OTHER MATTERS RELATING TO THE BONDS
TABLE OF CONTENTS Page
RECITALS............................................................................................................................. 1
Section1. DEFINITIONS................................................................................................ 1
Section 2. AMOUNT AND PURPOSE OF THE BONDS............................................ 1
Section 3. DATE, DENOMINATION, MATUIRIES, NUMBERS, INTEREST
ANDREDEMPTION ..................................................................................... 2
Section 4. REDEMPTION AND NOTICE OF REDEMPTION AND 3
DEFEASANCE ...............................................................................................
Section 5. CHARACTERISTICS OF THE BONDS..................................................... 4
(a) Registration, Transfer, and Exchange; Authentication.............................. 4
(b) Payment of the Bonds and Interest............................................................ 5
(c) In General.................................................................................................. 5
(d) Substitute Paying Agent/Registrar............................................................ 5
(e) Book-Entry-Only System for the Bonds.................................................... 6
(f) Successor Securities Depository;Transfers Outside Book-Entry-Only
Systems..................................................................................................... 7
(g) Payments to Cede& Co............................................................................ 7
(h) DTC Letter of Representation................................................................... 7
(i) Initial Bond............................................................................................... 7
Section6. FORM OF BOND........................................................................................... 7
Section 7. SECURITY OF BONDS AND ADDITIONAL PARITY
OBLIGATIONS AND PLEDGE OF PLEDGED REVENUES................. 8
Section8. SPECIAL FUNDS........................................................................................... 8
RROCK\HOTRev\12:Ordinance 1
Section 9. VENUE REVENUE ACCOUNT AND DEBT SERVICE FUND .............. 8
(a) Venue Revenue Account........................................................................... 8
(b) Debt Service Fund..................................................................................... 8
Section10. FLOW OF FUNDS.......................................................................................... 9
Section 11. HOT RESERVE FUND.................................................................................. 9
Section 12. APPLICATION OF BOND PROCEEDS AND OTHER FUNDS............. 9
Section 13 INVESTMENT OF FUNDS-VALUATION - TRANSFER OF
INVESTMENT INCOME- SECURITY OF FUNDS................................. 10
Section 14. GENERAL COVENANTS............................................................................. 10
(a) Performance............................................................................................... 10
(b) City's Legal Authority............................................................................... 10
(c) Title ........................................................................................................... 11
(d) Further Encumbrance................................................................................ 11
(e) Sale or Disposal of Property...................................................................... 11
(f) Insurance.................................................................................................. 11
(g) Governmental Agencies............................................................................ 12
(h) Collections and Rates................................................................................ 12
(i) Pledge of Hotel Tax.................................................................................. 12
Section 15. RECORDS AND ACCOUNTS,ANNUAL AUDIT AND OTHER
INFORMATION............................................................................................. 13
Section 16. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THEBONDS................................................................................................... 13
(a) Covenants.................................................................................................. 13
(b) Rebate Fund.............................................................................................. 14
(c) Proceeds..................................................................................................... 14
(d) Allocation Of, and Limitation On,Expenditures for the Project.............. 15
(e) Disposition of Project................................................................................ 15
(f) Designation as Qualified Tax-Exempt Obligation..................................... 16
Section 17. CONTINUING DISCLOSURE UNDERTAKING...................................... 16
(a) Annual Reports.......................................................................................... 16
(b) Event Notices............................................................................................ 16
(c) Limitations,Disclaimers, and Amendments ............................................. 18
Section 18. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS....................... 19
RROCK\HOTRev\12:Ordinance 11
Section 19. FURTHER REQUIREMENTS FOR ADDITIONAL PARITY
OBLIGATIONS.............................................................................................. 20
Section20. REFUNDING BONDS.................................................................................... 20
ATE LIEN OBLIGATIONS 21
Section 21. ISSUANCE OF SUBORDINATE
.........................
Section 22. LIMITED OBLIGATIONS OF THE CITY................................................ 21
Section 23. REMEDIES IN EVENT OF DEFAULT...................................................... 21
Section 24. DEFEASANCE OF BONDS.......................................................................... 22
Section 25. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
BONDS............................................................................................................. 24
(a) Replacement Bonds................................................................................... 24
(b) Application for Replacement Bonds......................................................... 24
(c) No Default Occurred................................................................................. 24
(d) Charges for Issuing Replacement Bonds................................................... 24
(e) Authority for Issuing Replacement Bonds ................................................ 24
Section 26. AMENDMENT OF ORDINANCE ............................................................... 25
Section 27. SALE OF THE BONDS................................................................................. 27
Section 28. CUSTODY,APPROVAL,AND REGISTRATION OF BONDS;
BOND COUNSEL'S OPINION,BOND INSURANCE,AND
CUSIPNUMBERS.......................................................................................... 27
Section 29. APPROVAL OF OFFICIAL STATEMENT,PAYING
AGENT/REGISTRAR AGREEMENT AND ESCROW
AGREEMENT ................................................................................................ 27
(a) Official Statement...................................................................................... 27
(b) Paying Agent/Registrar Agreement........................................................... 27
Section 30. UNAVABILITY OF AUTHORIZED PUBLICATION.............................. 28
Section 31. FURTHER ACTIONS.................................................................................... 28
Section32. INTERPRETATIONS.................................................................................... 28
Section 33. INCONSISTENT PROVISIONS .................................................................. 28
Section 34. INTERESTED PARTIES .............................................................................. 29
RROCK\HOTRev\12:Ordinance i
Section 35. INCORPORATION OF RECITALS............................................................ 29
Section 36. SEVERABILITY............................................................................................ 29
Section 37. NO PERSONAL LIABILITY........................................................................ 29
Section 38. REPEALER..................................................................................................... 29
Section 39. PAYMENT OF ATTORNEY GENERAL FEE........................................... 29
Section 40. CREDIT AGREEMENTS.............................................................................. 29
Section 41. EFFECTIVE DATE........................................................................................ 30
Exhibit A -Definitions
Exhibit B - Form of Bond
Exhibit C - Description of Annual Financial Information
RROCK\HOTRev\12:Ordinance 11
ROUNDROCK,TEXAS City Council Agenda Summary Sheet
PURPM MIOR PROSPERITY
Agenda Item No. 8A4.
Consider "An Ordinance by the City Council of the City of Round Rock, Texas Authorizing
the Issuance of City of Round Rock, Texas Venue Tax and Hotel Occupancy Tax Revenue
Bonds; Approving and Authorizing an Official Statement and the Distribution Thereof;
Authorizing the Execution of a Bond Purchase Agnepment and a Paying Agent/Registrar
Agreement; Establishing the Procedures for Selling and Delivering the Bonds; and
Agenda Caption: Authorizing Other Matters Relating to the Bonds." (First Reading)
Meeting Date: January 26, 2012
Department: Finance
Staff Person making presentation: Cheryl Delaney
Finance Director
Item Summary:
In May 2011,City Council adopted a resolution designating the proposed Sports Complex as a Venue Project and the
method of financing to be used to fund the project. A Special Election was called in November 2011 submitting to
voters the proposal for the approval of a Sports and Community Venue Project and for an additional 2% hotel
occupancy tax to fund the project. Voters approved the use of additional taxes to reimburse or pay the costs of
planning, acquiring, establishing, developing, constructing, renovating, operating, or maintaining the project, or
paying the principle and interest on,or other costs relating to bonds or obligations to finance the project.
The Round Rock City Council will consider and vote on the proposed Ordinance that officially levies the Additional
HOT at the rate of two (2) percent. In addition,the Ordinance will state that the Additional HOT will go into effect as
of March 1,2012.
Cost: N/A
Source of Funds: N/A
Date of Public Hearing(if required): N/A
Recommended Action: Approval