G-11-10-27-9D6 - 10/27/2011 CERTIFICATE FOR ORDINANCE NO. G-11-10-27-9D6
THE STATE OF TEXAS §
COUNTIES OF WILLIAMSON AND TRAVIS §
CITY OF ROUND ROCK §
The undersigned City Secretary 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 27TH DAY OF OCTOBER, 2011, 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
Rufus Honeycutt, 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: John Moman, thus
constituting a quorum. Whereupon, among other business, the following was transacted at the
Meeting: a written
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF ROUND ROCK,TEXAS
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2011; APPROVING AN
OFFICIAL STATEMENT,A PAYING AGENT/REGISTRAR AGREEMENT,A BOND
PURCHASE AGREEMENT AND AN ESCROW AGREEMENT; ESTABLISHING THE
PROCEDURES FOR SELLING AND DELIVERING THE BONDS; AND
AUTHORIZING OTHER MATTERS RELATING TO THE BONDS
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: 6
NOES: 0
RoundRock\G0RB\11: OrdinanceCert 1
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 Secretary of the City have duly signed the Ordinance.
Ro=dP"k\WRB\l 1: OrdinenceCen 2
SIGNED AND SEALED the 27th day of October, 2011.
City Secretary
[CITY SEAL]
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ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF ROUND ROCK,TEXAS
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2011; APPROVING AN
OFFICIAL STATEMENT,A PAYING AGENT/REGISTRAR AGREEMENT,A BOND
PURCHASE AGREEMENT AND AN ESCROW AGREEMENT; ESTABLISHING THE
PROCEDURES FOR SELLING AND DELIVERING THE BONDS; AND
AUTHORIZING OTHER MATTERS RELATING TO THE BONDS
Adopted October 27,2011
RoundRockGORB11: Delegated Ordinance
TABLE OF CONTENTS
Page
Section1 Recitals................................................................................................ 2
Section2 Definitions........................................................................................... 2
Section 3 Amount,Name, Purpose, and Authorization.................................... 2
Section 4 Date, Denomination, Maturities,Numbers, Interest and 2
Redemption.
Section5 Redemption. ........................................................................................ 4
(a) Right of Redemption...................................................................... 4
(b) Notice of Redemption to Bondholder.......................................... 4
(c) Effect of Redemption................................................................... 4
(d) Conditional Notice of Redemption................................................ 4
Section 6 Characteristics of the Bond................................................................. 5
(a) Registration, Transfer, Conversion and Exchange; 5
Authentication
(b)Payment of Bond and Interest........................................................ 5
(c) In General....................................................................................... 6
(d) Substitute Paying Agent/Registrar................................................. 6
(e) Book-Entry-Only-System............................................................... 7
(f) Successor Securities Depository; Transfer Outside Book-Entry-
Only
ookEntry-
OnlySystem............................................................................... 7
(g) Payments to Cede & Co................................................................. 8
(h) DTC Blanket Letter of Representations......................................... 8
(i) Cancellation of Initial Bond........................................................... 8
Section7 Form of Bond...................................................................................... 8
Section8 Tax Levy.............................................................................................. 17
Section 9 Defeasance of Bonds........................................................................... 18
Section 10 Damaged, Mutilated, Lost, Stolen, or Destroyed Bonds..................... 19
(a) Replacement Bonds ....................................................................... 19
(b)Application for Replacement Bonds.............................................. 19
(c)No Default Occurred...................................................................... 19
(d) Charge for Issuing Replacement Bonds......................................... 19
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(e)Authority for Issuing Replacement Bonds..................................... 20
Section 11 Custody, Approval, and Registration of Bond; Bond Counsel's
Opinion................................................................................................ 20
Section 12 Covenants Regarding Tax Exemption of Interest on the Bond........... 20
(a) Covenants....................................................................................... 20
(b) Rebate fund.................................................................................... 22
(c) Proceeds......................................................................................... 22
(d)Disposition of Project.................................................................... 22
Section13 Sale of Bond........................................................................................ 22
Section 14 Approval of Paying Agent/Registrar Agreement and Escrow
Agreement........................................................................................... 22
Section 15 Refunding of Refunded Obligations.................................................... 23
Section 16 Approval of Official Statement........................................................... 23
Section 17 Insurance Provisions............................................................................ 23
Section 18 Continuing Disclosure Undertaking.................................................... 23
(a)Annual Reports ............................................................................. 23
(b) Material Event Notices.................................................................. 24
(c) Limitations, Disclaimers, and Amendments.................................. 25
Section 19 Amendment of Ordinance................................................................... 26
Section 20 Remedies in Event of Default ............................................................. 27
Section 21 No Recourse Against City Officials.................................................... 28
Section 22 Further Actions.................................................................................... 28
Section23 Perfection ............................................................................................ 28
Section 24 Interpretations...................................................................................... 28
Section 25 Inconsistent Provisions........................................................................ 29
Section 26 Interested Parties................................................................................. 29
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Section27 Severability.......................................................................................... 29
Section 28 Funds and Accounts............................................................................ 29
Section 29 Credit Agreement................................................................................ 29
Section30 Repealer............................................................................................... 29
Section31 Effective Date...................................................................................... 29
Section 32 Payment of Attorney General Fee....................................................... 29
Exhibit "A" Definitions
Exhibit "B" Paying Agent/Registrar Agreement
Exhibit "C" Continuing Disclosure
Exhibit "D" Notices of Redemption/Defeasance
Exhibit "E" Escrow Agreement
RoundRockGORB11: Delegated Ordinance 111
ORDINANCE NO. G-11-10-27-9D6
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF ROUND ROCK, TEXAS
GENERAL OBLIGATION REFUNDING BOND, SERIES 2011; APPROVING AN
OFFICIAL STATEMENT,A PAYING AGENT/REGISTRAR AGREEMENT,A BOND
PURCHASE AGREEMENT AND AN ESCROW AGREEMENT; ESTABLISHING THE
PROCEDURES FOR SELLING AND DELIVERING THE BONDS; AND
AUTHORIZING OTHER MATTERS RELATING TO THE BONDS
THE STATE OF TEXAS §
COUNTIES OF WILLIAMSON AND TRAVIS §
CITY OF ROUND ROCK §
WHEREAS, the City of Round Rock, Texas (the "City") has previously issued several
series of obligations payable from ad valorem taxes; and
WHEREAS, the City Council of the City deems it advisable and in the best interest of
the City to refund the Refunded Obligations, as defined in Exhibit "A" attached hereto, in order
to achieve a net present value debt service savings of not less than 3.0% of the principal amount
of the Refunded Obligations net of any City contribution with such savings, among other
information and terms to be included in a pricing certificate to be executed by the City Manager,
acting as the designated pricing officer of the City, or, in the absence of the City Manager, the
Director of Finance, all in accordance with the provisions of Chapter 1207, including 1207.007,
of the Texas Government Code thereof; and
WHEREAS, Chapter 1207, Texas Government Code, as amended ("Chapter 1207")
authorizes the City to issue refunding bonds and to deposit the proceeds from the sale thereof
together with any other available funds or resources, directly with a place of payment (paying
agent) for the Refunded Obligations or with a trust company or commercial bank that does not
act as depository for the City, and such deposit, if made before such payment dates, shall
constitute the making of firm banking and financial arrangements for the discharge and final
payment of the Refunded Obligations; and
WHEREAS, Chapter 1207 further authorizes the City to enter into an escrow
agreement with a paying agent for the Refunded Obligations or with a trust company or
commercial bank that does not act as depository for the City with respect to the safekeeping,
investment, reinvestment, administration and disposition of any such deposit, upon such terms
and conditions as the City and such escrow agent may agree, provided that such deposits may be
invested and reinvested in Defeasance Securities, as defined herein; and
WHEREAS, the Escrow Agreement hereinafter authorized, constitutes an agreement of
the kind authorized and permitted by said Chapter 1207; and
RoundRockGORRI 1: Delegated Ordinance
WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to
maturity within 20 years of the date of the bonds hereinafter authorized: and
WHEREAS, the Bonds authorized by this Ordinance are being issued and delivered
pursuant to the City Charter and Chapter 1207 of the Texas Government Code, as amended, and
other applicable laws: and
WHEREAS, it is hereby officially found and determined that the meeting at which this
Ordinance was passed was open to the public, and public notice of the time, place and purpose of
the meeting was given, all as required by Chapter 551, Texas Government Code.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF ROUND
ROCK,TEXAS:
Section 1. RECITALS. The recitals set forth in the preamble hereof are
incorporated herein and shall have the same force and effect as if set forth in this Section.
Section 2. DEFINITIONS. For all purposes of this Ordinance, except as otherwise
expressly provided or unless the context otherwise requires, the terms defined in Exhibit "A" to
this Ordinance have the meanings assigned to them in Exhibit "A".
Section 3. AMOUNT, NAME, PURPOSE, AND AUTHORIZATION. The
Bonds, each to be designated the "CITY OF ROUND ROCK, TEXAS GENERAL
OBLIGATION REFUNDING BONDS, SERIES 2011", is hereby authorized to be issued and
delivered in accordance with the Constitution and laws of the State of Texas, particularly Chapter
1207, Texas Government Code, as amended, and the Charter of the City. The Bonds shall be
issued in the aggregate principal amount not to exceed $23,000,000 for the purpose of providing
funds for(i)refunding the Refunded Obligations and(ii)paying the costs of issuing the Bonds.
Section 4. DATE, DENOMINATION, MATURITIES, NUMBERS, INTEREST
AND REDEMPTION. (a) Initially there shall be issued, sold, and delivered hereunder
fully registered bonds, without interest coupons, which may be in the form of Current Interest
Bonds or Premium Compound Interest Bonds, numbered consecutively from R-1 upward, in the
case of Current Interest Bonds, and from PC-1 upward, in the case of Premium Compound
Interest Bonds (except the Initial Bond delivered to the Attorney General of the State of Texas
which shall be numbered T-1 and TPC-1 respectively)payable to the respective initial Registered
Owners thereof, or to the registered assignee or assignees of said Bonds or any portion or
portions thereof, in Authorized Denominations, maturing not later than August 15, 2027, serially
or otherwise on the dates, in the years and in the principal amounts, respectively,and dated, as all
set forth in the Pricing Certificate to be executed and delivered by the Pricing Officer pursuant to
subsection (b) of this section. The Pricing Certificate is hereby incorporated in and made a part
of this Ordinance. The Bonds shall be designated by the year in which they are awarded. The
authority of the Pricing Officer to execute and deliver a Pricing Certificate for the Bonds shall
expire at 5:00 P.M. central daylight savings time on April 27, 2012. Bonds priced on or before
April 27, 2012 may close after such date.
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(b) As authorized by Chapter 1207.007, Texas Government Code, as amended, the
Pricing Officer is hereby authorized to act on behalf of the City in selling and delivering the
Bonds, determining which of the Refundable Obligations shall be refunded and constitute
Refunded Obligations under this Ordinance and carrying out the other procedures specified in
this Ordinance, including determining the date of the Bonds, any additional or different
designation or title by which the Bonds shall be known, the price at which the Bonds will be
sold, the years in which the Bonds will mature, the principal amount to mature in each of such
years,the aggregate principal amount of Current Interest Bonds and Premium Compound Interest
Bonds, the rate or rates of interest to be borne by each such maturity, the interest payment
periods, the dates, price, and terms upon and at which the Bonds shall be subject to redemption
prior to maturity at the option of the City, as well as any mandatory sinking fund redemption
provisions, and all other matters relating to the issuance, sale, and delivery of the Bonds and the
refunding of the Refunded Obligations, all of which shall be specified in the Pricing Certificate;
provided that (i) the price to be paid for the Bonds shall not be less than 90% of the aggregate
original principal amount thereof plus accrued interest thereon from its date to its delivery, (ii)
none of the Bonds shall bear interest at a rate, or yield in the case of Premium Compound Interest
Bonds, greater than the maximum authorized by law, and (iii) the refunding must produce a net
present value debt service savings of at least 3.0% of the principal amount of the Refunded
Obligations, net of any City contribution. In establishing the aggregate principal amount of the
Bonds, the Pricing Officer shall establish an amount not to exceed the amount authorized in
Section 3, which shall be sufficient to provide for the purposes for which the Bonds are
authorized and to pay the costs of issuing the Bonds. The Bonds shall be sold by negotiated sale
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 may not execute a Pricing Certificate unless the minimum required savings as described
in this subsection is achieved. The Pricing Officer shall designate the senior managing
underwriter 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.
(c) The Current Interest Bonds shall bear interest calculated on the basis of a 360-day
year composed of twelve 30-day months from the dates specified in the FORM OF BONDS set
forth in this Ordinance to their respective dates of maturity or redemption at the rates per annum
set forth in the Pricing Certificate.
The Premium Compound Interest Bonds shall bear interest from the Issuance Date,
calculated on the basis of a 360-day year composed of twelve 30-day months(subject to rounding
to the Compounded Amounts thereof), compounded on the Compounding Dates as set forth in
the Pricing Certificate, and payable, together with the principal amount thereof, in the manner
provided in the Form of Bonds at the rates set forth in the Pricing Certificate. Attached to the
Pricing Certificate, if Premium Compound Interest Bonds are to be issued, shall be the Accretion
Table. The Accreted Value with respect to any date other than a Compounding Date is the
amount set forth on the Accretion Table with respect to the last preceding Compounding Date,
plus the portion of the difference between such amount and the amount set forth on the Accretion
Table with respect to the next succeeding Compounding Date that the number of days (based on
RoundRockGORW 1: Delegated Ordinance 3
30-day months) from such last preceding Compounding Date to the date for which such
determination is being calculated bears to the total number of days (based on 30-day months)
from such last preceding Compounding Date to the next succeeding Compounding Date.
Section 5. REDEMPTION. (a) Right of Redemption. The City reserves the right, at
its option, to redeem the Bonds as set forth in the FORM OF BOND and the Pricing Certificate.
The City, at least thirty (30) days before the date of any optional redemption, shall notify the
Paying Agent/Registrar of such redemption date and of the amount and maturity of the Bonds to
be redeemed.
(b) Notice of Redemption to Bondholder. The Paying Agent/Registrar shall give notice
of any redemption of the Bonds by sending notice by first class United States mail, postage
prepaid,not less than twenty(20) days before the date fixed for redemption, to the Bondholder at
the address shown in the Register. The notice shall state among other things, the redemption
date, the redemption price, the place at which the Bonds are to be surrendered for payment, and
that the Bonds so called for redemption shall cease to bear interest after the redemption date. Any
notice given as provided in this Section shall be conclusively presumed to have been duly given,
whether or not the Bondholder receives such notice. With respect to any optional redemption of
the Bonds, unless certain prerequisites to such redemption required by or this Ordinance have
been met and moneys sufficient to pay the principal of and premium, if any, and interest on the
Bonds to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving
of such notice of redemption, such notice shall state that said redemption may, at the option of
the City,be conditional upon the satisfaction of such prerequisites and receipt of such moneys by
the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon any
prerequisite set forth in such notice of redemption. If a conditional notice of redemption is
given and such prerequisites to the redemption and sufficient moneys are not received, such
notice shall be of no force and effect, the City shall not redeem such Bonds and the Paying
Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to
the effect that the Bonds have not been redeemed.
(c) Effect of Redemption. Notice of redemption having been given as provided in this
Section, the Bonds called for redemption shall become due and payable on the date fixed for
redemption and, unless the City defaults in the payment of the principal thereof or accrued
interest thereon, such Bonds thereof shall cease to bear interest from and after the date fixed for
redemption, whether or not such Bond is presented and surrendered for payment on such date. If
the Bonds thereof called for redemption are not so paid upon presentation and surrender thereof
for redemption, such Bonds thereof shall continue to bear interest at the rate stated on the Bond
until paid or until due provision is made for the payment of same.
(d) Conditional Notice of Redemption. With respect to any optional redemption of the
Bonds, unless certain prerequisites to such redemption required by this Ordinance have been met
and moneys sufficient to pay the principal of the premium, if any,and interest on the Bonds to be
redeemed shall have been received by the Paying Agent prior to the giving of such notice of
redemption, such notice shall sate that said redemption may, at the option of the City, be
conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying
RoundRockGORB11: Delegated Ordinance 4
Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set
forth in such notice of redemption. If a conditional notice of redemption is given and such
prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no
force and effect, the City shall not redeem such Bonds and the Paying Agent/Registrar shall give
notice, in the manner in which the notice of redemption was given, to the effect that the Bonds
have not been redeemed.
Section 6. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer,
Conversion and Exchange; Authentication. The City shall keep or cause to be kept at The Bank
of New York Mellon Trust Company,N.A., Dallas, Texas (the "Paying Agent/Registrar") books
or records for the registration of the transfer, conversion and exchange of the Bonds (the
"Register"), and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer
agent to keep such Bonds or records and make such registrations of transfers, conversions and
exchanges under such reasonable regulations as the City and Paying Agent/Registrar may
prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions
and exchanges as herein provided within three days of presentation in due and proper form. The
Paying Agent/Registrar shall obtain and record in the Register the address of the Registered
Owner of each Bond to which payments with respect to the Bond shall be mailed, as herein
provided; but it shall be the duty of each Registered Owner to notify the Paying Agent/Registrar
in writing of the address to which payments shall be mailed, and such interest payments shall not
be mailed unless such notice has been given. The City shall have the right to inspect the
Register during regular business hours of the Paying Agent/Registrar, but otherwise the Paying
Agent/Registrar shall keep the Register confidential and, unless otherwise required by law, shall
not permit their inspection by any other entity. The Paying Agent/Registrar shall make a copy of
the Register available in the State of Texas. The City shall pay the Paying Agent/Registrar's
standard or customary fees and charges for making such registration, transfer, conversion,
exchange and delivery of a substitute Bond. Registration of assignments, transfers, conversions
and exchanges of Bonds shall be made in the manner provided and with the effect stated in the
FORM OF BOND set forth in this Ordinance. Each substitute Bond shall bear a letter and/or
number to distinguish it from each other Bond.
Except as provided in subsection (c) hereof, an authorized representative of the Paying
Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the Bond,
and no such Bond shall be deemed to be issued or outstanding unless such Bond is so executed.
The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for
conversion and exchange. No additional ordinances, orders, or resolutions need be passed or
adopted by the City Council or any other body or person so as to accomplish the foregoing
conversion and exchange of any Bond or portion thereof, and the Paying Agent/Registrar shall
provide for the printing, execution, and delivery of the substitute Bond in the manner prescribed
herein, and the Bonds shall be typewritten, photocopied, printed, lithographed, engraved or
produced in any other similar manner, all as determined by the officers executing such bond as
evidenced by their execution thereof. Pursuant to Chapter 1201, Texas Government Code, as
amended, and particularly Subchapter D thereof, the duty of conversion and exchange of Bonds
as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the
Bonds, the converted and exchanged Bond shall be valid, incontestable, and enforceable in the
RoundRockGORRI 1: Delegated Ordinance 5
same manner and with the same effect as the Bond which initially was issued and delivered
pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller
of Public Accounts.
(b) Payment of Principal and Interest. The City hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bond, all
as provided in this Ordinance and in the Pricing Certificate. The Paying Agent/Registrar shall
keep proper records of all payments made by the City and the Paying Agent/Registrar with
respect to the Bond, and of all conversions and exchanges of Bonds, and all replacements of
Bonds, as provided in this Ordinance. However, in the event of a nonpayment of interest on a
scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest
payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and
when funds for the payment of such interest have been received from the City. Notice of the
Special Record Date and of the scheduled payment date of the past due interest (which shall be
15 days after the Special Record Date) shall be sent at least five (5) Business Days prior to the
Special Record Date by United States mail, first-class postage prepaid, to the address of each
Registered Owner appearing on the Register at the close of business on the last Business Day
next preceding the date of mailing of such notice.
(c) In General. The Bonds (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Bonds to be payable only to the Registered
Owner, (ii) may be transferred and assigned, (iii) may be converted and exchanged for another
Bond, (iv) shall have the characteristics, (v) shall be signed, sealed, executed and authenticated,
(vi) shall be payable as to principal and interest and (vii) shall be administered and the Paying
Agent/Registrar and the City shall have certain duties and responsibilities with respect to the
Bonds, all as provided, and in the manner and to the effect as required or indicated, in the Pricing
Certificate and the FORM OF BONDS set forth in this Ordinance. The Bond initially issued
and delivered pursuant to this Ordinance is not required to be, and shall not be, authenticated by
the Paying Agent/Registrar, but on each substitute Bond issued in exchange for any Bond issued
under this Ordinance the Paying Agent/Registrar shall execute the PAYING
AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the
FORM OF BONDS. On the closing date, the initial Bond representing the entire principal
amount of the Bonds, payable to the underwriter, executed by manual or facsimile signature of
the Mayor and City Secretary, approved by the Attorney General of Texas, and registered and
manually signed by the Comptroller of Public Accounts of the State of Texas, and with the date
of delivery inserted thereon by the Paying Agent/Registrar,will be delivered to the underwriter.
(d) Substitute Paving Agent/Registrar. The City covenants with the Registered
Owners of the Bonds that at all times while the Bonds are outstanding the City will provide a
competent and legally qualified bank, trust company, financial institution, or other agency to act
as and perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and
that the Paying Agent/Registrar will be one entity. The City reserves the right to, and may, at its
option, change the Paying Agent/Registrar upon not less than 30 days written notice to the Paying
Agent/Registrar,to be effective at such time which will not disrupt or delay payment on the next
principal or interest payment date after such notice. In the event that the entity at any time
RoundRockGORRI L Delegated Ordinance 6
acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method)
should resign or otherwise cease to act as such, the City covenants that promptly it will appoint a
competent and legally qualified bank, trust company, financial institution, or other agency to act
as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying
Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the
Register (or a copy thereof), along with all other pertinent Bonds and records relating to the
Bonds, to the new Paying Agent/Registrar designated and appointed by the City. Upon any
change in the Paying Agent/Registrar, the City promptly will cause a written notice thereof to be
sent by the new Paying Agent/Registrar to each Registered Owner of the Bonds, by United States
mail, first-class postage prepaid, which notice also shall give the address of the new Paying
Agent/Registrar. By accepting the position and performing as such, each Paying
Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a
certified copy of this Ordinance shall be delivered to each Paying Agent/Registrx.
(e) Book-Entry-Only System. The Bonds issued in exchange for the Bonds initially
issued as provided in Section 6(i) shall be issued in the form of a separate single fully registered
Bond for each of the maturities thereof registered in the name of Cede & Co., as nominee of the
Depository Trust Company of New York ("DTC") and except as provided in subsection (f)
hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of
DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the
City and the Paying Agent/Registrar shall have no responsibility or obligation to any securities
brokers and dealers, banks,trust companies, clearing corporations and certain other organizations
on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of
securities transactions among DTC participants (the "DTC Participant") or to any person on
behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the
immediately preceding sentence, the City and the Paying Agent/Registrar shall have no
responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede&Co. Or
any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any
DTC Participant or any other person, other than a Registered Owner, as shown on the
Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC
Participant or any person, other than a Registered Owner, as shown in the Registration Books of
any amount with respect to principal of or interest on the Bonds. Notwithstanding any other
provision of this Ordinance to the contrary, but to the extent permitted by law, the City and the
Paying Agent/Registrar shall be entitled to treat and consider the person whose name each Bond
is registered in the registration Books as the absolute owner of such Bond for the purpose of
payment of principal of and interest, with respect to such Bond, for the purposes of registering
transfers with respect to such Bond, and for all other purposes of registering transfers with
respect to such Bonds, and for all other purposes whatsoever. The Paying Agent/Registrar shall
pay all principal of and interest on the Bonds only to or upon the order of the respective
Registered Owners, as shown in the Registration Books as provided in this Ordinance, or their
respective attorneys duly authorized in writing, and all such payments shall be valid and effective
to fully satisfy and discharge the City's obligations with respect to payment of principal of and
interest on the Bonds to the extent of the sum or sums so paid. No person other than a
RoundRockGORB11: Delegated Ordinance 7
Registered Owner, as shown in the Registration Books, shall receive a Bond evidencing the
obligation of the City to make payments of principal, and interest pursuant to this Ordinance.
Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in
this Ordinance with respect to interest checks being mailed to the registered owner at the close
of business on the Record Date the word "Cede & Co." in this Ordinance shall refer to such new
nominee of DTC.
(f) Successor Securities Depository' Transfer Outside Book-Entry-Only System. In the
event that the City determines to discontinue the book-entry system through DTC or a successor
or DTC determines to discontinue providing its services with respect to the Bonds, the City shall
either(i) appoint a successor securities depository, qualified to act as such under Section 17(a) of
the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the
availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants
having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be
restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of
DTC,but shall be registered in the name of the successor securities depository,or its nominee, or
in whatever name or names the Registered Owner transferring or exchanging Bonds shall
designate, in accordance with the provisions of this Ordinance.
(g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to
the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC,
all payments with respect to principal of, and interest on such Bond and all notices with respect
to such Bond shall be made and given, respectively, in the manner provided in the Letter of
Representations of the City to DTC.
(h) DTC Blanket Letter of Representations. The City confirms execution of a Blanket
Letter of Representations with DTC establishing the Book-Entry-Only System which will be
utilized with respect to the Bonds.
(i) Cancellation of Initial Bond. On the Closing Date, one initial Bond representing the
entire principal amount of the Bonds, payable in stated installments to the order of the
underwriter of the Bonds or its designee, executed by manual or facsimile signature of the Mayor
and City Secretary, approved by the Attorney General of Texas, and registered and manually
signed by the Comptroller of Public Accounts of the State of Texas, will be delivered to such
underwriter or its designee. Upon payment for the initial Bond,the Paying Agent/Registrar shall
cancel the initial Bond and deliver to DTC or the Paying Agent/Registrar on behalf of such
underwriter one registered definitive Bond for each year of maturity of the Bonds, in the
aggregate principal amount of all the Bonds for such maturity.
Section 7. FORM OF BONDS. The form of the Bonds, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment, and the form of
Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be
attached to the Bonds initially issued and delivered pursuant to this Ordinance shall be,
RoundRockGORB11: Delegated Ordinance 8
respectively, substantially as follows, with such appropriate variations, omissions, or insertions
as are permitted or required by this Ordinance.
FORM OF BONDS*
R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
CITY OF ROUND ROCK,TEXAS $
GENERAL OBLIGATION REFUNDING BOND, SERIES 2011
[FORM OF FIRST PARAGRAPHS OF CURRENT INTEREST BONDS]*
INTEREST RATE MATURITY DATE DATE OF BOND CUSIP NO.
*
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
ON THE MATURITY DATE specified above, the CITY OF ROUND ROCK,
TEXAS (the "Issuer"), being a political subdivision and municipal corporation of the State of
Texas, hereby promises to pay to the Registered Owner specified above, or registered assigns
(hereinafter called the "Registered Owner"), the Principal Amount specified above, and to pay
interest thereon (calculated on the basis of a 360-day year of twelve 30-day months) from
at the Interest Rate per annum specified above, payable on *, and
semiannually on each * and * thereafter to the Maturity Date specified
above, or the date of redemption prior to maturity; except that if this Bond is required to be
authenticated and the date of its authentication is later than the first Record Date (hereinafter
defined), such Principal Amount shall bear interest from the interest payment date next preceding
the date of authentication, unless such date of authentication is after any Record Date but on or
before the next following interest payment date, in which case such principal amount shall bear
interest from such next following interest payment date; provided, however, that if on the date of
authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being
exchanged is due but has not been paid, then this Bond shall bear interest from the date to which
such interest has been paid in full. Notwithstanding the foregoing, during any period in which
ownership of the Bonds is determined only by a book entry at a securities depository for the
Bonds, any payment to the securities depository, or its nominee or registered assigns, shall be
made in accordance with existing arrangements between the Issuer and the securities depository.
*As provided in thePricing Certificate. To the extent that thePricing Certificate relating to the Bonds is inconsistent with any provisions in this
Form of Bond or contains information to complete missing information in this Form of Bond,the language in fticing Certificate shall be used in
the executed Bonds.
*As provided in the Pricing Certificate. To the extent that thePricing Certificate relating to the Bonds is inconsistent with any provisions in this
Form of Bond or contains information to complete missing information in this Form of Bond,the language in fIdcing Certificate shall be used in
the executed Bonds.
RoundRockGORB11: Delegated Ordinance 9
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of
the United States of America, without exchange or collection charges. The principal of this Bond
shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at
maturity or upon the date fixed for its redemption prior to maturity, at the designated office for
payment of The Bank of New York Mellon Trust Company, Dallas, Texas which is the Paying
Agent/Registrar for this Bond. The payment of interest on this Bond shall be made by the
Paying Agent/Registrar to the Registered Owner hereof on each interest payment date by check,
dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable
solely from, funds of the Issuer required by the Ordinance authorizing the issuance of this Bond
(the 'Bond Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as
hereinafter provided; and such check shall be sent by the Paying Agent/Registrar by United
States mail, first-class postage prepaid, on each such interest payment date, to the Registered
Owner hereof, at its address as it appeared on the last business day of the month next preceding
each such date (the "Record Date") on the Registration Books kept by the Paying
Agent/Registrar, as hereinafter described. In the event of a non-payment of interest on a
scheduled payment date, and for 30 days thereafter, a new record date for such interest payment
(a "Special Record Date") will be established by the Paying Agent/Registrar if and when funds
for the payment of such interest have been received from the Issuer. Notice of the Special
Record Date and of the scheduled payment date of the past due interest (the "Special Payment
Date" which shall be 15 days after the Special Record Date) shall be sent at least five business
days prior to the Special Record Date by United States mail, first class, postage prepaid, to the
address of each Registered Owner appearing on the Registration Books of the Paying
Agent/Registrar at the close of business on the last business day next preceding the date of
mailing of such notice. Any accrued interest due upon the redemption 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 Issuer covenants with the Registered Owner of this Bond that on
or before each principal payment date, interest payment date, and accrued interest payment date
for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and Sinking
Fund" referred to in and maintained by the Bond Ordinance, the amounts required to provide for
the payment, in immediately available funds, of all principal of and interest on the Bonds, when
due. Terms used in this Bond and not otherwise defined shall have the meaning given in the
Bond Ordinance.
DURING ANY PERIOD in which ownership of the Bonds is determined only by a book
entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity
and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and
bearing such interest rate shall be selected in accordance with the arrangements between the
Issuer and the securities depository.
(FORM OF FIRST PARAGRAPHS
RoundRockGORH11: Delegated Ordinance 10
OF PREMIUM COMPOUND INTEREST BOND]*
NO. PC- MATURITY
AMOUNT
INTEREST RATE ISSUANCE DATE DATE OF BONDS MATURITY DATE
*
REGISTERED OWNER:
MATURITY AMOUNT:
ON THE MATURITY DATE SPECIFIED ABOVE, CITY OF ROUND ROCK,
TEXAS (the "City"), being a political subdivision and municipal corporation of the State of
Texas, hereby promises to pay to the Registered Owner set forth above, or registered assigns
(hereinafter called the "Registered Owner") the Maturity Amount set forth above, representing
the principal amount hereof and accrued and compounded interest hereon. Interest shall accrue
on the principal amount hereof from the Issuance Date at the interest rate per annum specified
above, calculated on the basis of a 360 day year comprised of twelve 30 day months,
compounded semiannually on * and * of each year commencing
*. For convenience of reference a table of the "Accreted Value" per $5,000
Maturity Amount is printed on the reverse side of this Bond. The term "Accreted Value" as set
forth in the table on the reverse side hereof shall mean the original principal amount plus initial
premium per $5,000 Maturity Amount compounded semiannually on * and
* at the yield shown on such table.
THE MATURITY AMOUNT of this Bond is payable in lawful money of the United
States of America, without exchange or collection charges. The Maturity Amount of this Bond
shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at
maturity,at the designated office for payment of The Bank of New York Mellon Trust Company,
N.A., which is the "Paying Agent/Registrar" for this Bond, and shall be drawn by the Paying
Agent/Registrar on, and solely from, funds of the City required by the order authorizing the
issuance of the Bonds (the 'Bond Order") to be on deposit with the Paying Agent/Registrar for
such purpose as hereinafter provided, payable to the Registered Owner hereof, as it appears on
the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. The City
covenants with the Registered Owner of this Bond that on or before the Maturity Date for this
Bond it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund"
created by the Bond Order, the amounts required to provide for the payment, in immediately
*As provided in thePricing Certificate. To the extent that thePricing Certificate relating to the Bonds is inconsistent with any provisions in this
Form of Bond or contains information to completamissing information in this Form of Bond,the language in th@ricing Certificate shall be used in
the executed Bonds.
RoundRockGORB11: Delegated Ordinance 11
available funds of the Maturity Amount, when due. Notwithstanding the foregoing, during any
period in which ownership of the Bonds is determined only by a book entry at a securities
depository for the Bonds, any payment to the securities depository, or its nominee or registered
assigns, shall be made in accordance with existing arrangements between the City and the
securities depository.
[FORM OF REMAINDER OF EACH BOND]*
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the
principal office for payment of the Paying Agent/Registrar is located are authorized by law or
executive order to close, or the United States Postal Service is not open for business (each a
"Non-Business Day"), then the date for such payment shall be the next succeeding day which is
not a Non-Business Day, and payment on such date shall have the same force and effect as if
made on the original date payment was due.
THIS BOND is one of a series of Bonds dated as of * and authorized to be
issued pursuant to the Bond Ordinance adopted by the City Council of the City in the principal
amount of $ * [constituting $ * Current Interest Bonds and $
Premium Compound Interest Bonds]** for the purpose of providing funds for (i) refunding the
Refunded Obligations and(ii)paying the costs of issuing the Bonds.
ON * OR ON ANY DATE THEREAFTER, the Bonds maturing on and
after * may be redeemed prior to their scheduled maturities, at the option of the City,
with funds derived from any available and lawful source, at a redemption price equal to the
principal amount to be redeemed plus accrued interest to the date fixed for redemption as a
whole, or from time to time in part, and, if in part, the particular Bonds, or portions thereof,to be
redeemed shall be selected and designated by the City, and if less than all of a maturity is to be
redeemed the Paying Agent/Registrar shall determine by lot the Bonds, or portions thereof within
such maturity to be redeemed (provided that a portion of a Bond may be redeemed only in
integral multiples of$5,000 of principal amount).
[THE BONDS MATURING ON are subject to mandatory sinking fund
redemption by lot prior to maturity in the following amounts on the following dates and at a price
of par plus accrued interest to the redemption date ("Term Bonds").
Term Bonds Maturing on ,20
Redemption Date Principal Amount
*As provided in thePricing Certificate. To the extent that thePricing Certificate relating to the Bonds is inconsistent with any provisions in this
Form of Bond or contains information to complete missing information in this Form of Bond,the language in ftcing Certificate shall be used in
the executed Bonds.
**To be included only if Current Interest Bonds and Capital Appreciation Bonds are both issued and completed as determined by thecft
Officer in the Pricing Certificate.
RoundRockGORB11: Delegated Ordinance 12
, 20_ $
20t $ t
t Final Maturity
THE PRINCIPAL AMOUNT of the Term Bonds required to be redeemed pursuant to
the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option
of the City by the principal amount of any Term Bonds of the stated maturity which, at least 50
days prior to a mandatory redemption date, (1) shall have been acquired by the City at a price not
exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase
thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been
purchased and canceled by the Paying Agent/Registrar at the request of the City with monies in
the Interest and Sinking Fund at a price not exceeding the principal amount of the Term Bonds
plus accrued interest to the date of purchase thereof, or (3) shall have been redeemed pursuant to
the optional redemption provisions and not theretofore credited against a mandatory sinking fund
redemption requirement.]*
AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions
thereof prior to maturity, a written notice of such redemption shall be sent by the Paying
Agent/Registrar by United States mail, first-class postage prepaid, to the Registered Owner of
each Bond to be redeemed at its address as it appeared on the Registration Books maintained by
the Paying Agent/Registrar on the day such notice of redemption is mailed. By the date fixed
for any such redemption, due provision shall be made with the Paying Agent/Registrar for the
payment of the required redemption price for the Bonds or portions thereof which are to be so
redeemed. If such written notice of redemption is mailed and if due provision for such payment
is made, all as provided above, the Bonds or portions thereof which are to be so redeemed
thereby automatically shall be treated as redeemed prior to their scheduled maturities, and they
shall not bear interest after the date fixed for redemption, and they shall not be regarded as being
outstanding except for the right of the Registered Owner to receive the redemption price from the
Paying Agent/Registrar out of the funds provided for such payment. If a portion of any Bond
shall be redeemed a substitute Bond or Bonds having the same maturity date, bearing interest at
the same rate, in any denomination or denominations in any integral multiple of$5,000, at the
written request of the Registered Owner, and in an aggregate principal amount equal to the
unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof
for cancellation, at the expense of the Issuer, all as provided in the Bond Ordinance.
ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without
interest coupons, in the denomination of any integral multiple of $5,000 (an "Authorized
Denomination"). As provided in the Bond Ordinance, this Bond, or any unredeemed portion
hereof, may, at the request of the Registered Owner or the assignee or assignees hereof, be
assigned, transferred and exchanged for a like aggregate principal amount of fully registered
Bonds, without interest coupons, payable to the appropriate Registered Owner, assignee or
*As provided in thePricing Certificate. To the extent that thePricing Certificate rebting to the Bonds is inconsistent with any provisions in this
Foam of Bond or contains information to complete missing information in this Form of Bond,the language in ftcing Certificate shall be used in
the executed Bonds.
RoundRockGORB11: Delegated Ordinance 13
assignees, as the case may be, having the same denomination or denominations in any integral
multiple of $5,000 as requested in writing by the appropriate Registered Owner, assignee or
assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for
cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance.
Among other requirements for such assignment and transfer, this Bond must be presented and
surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in
form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing
assignment of this Bond or any portion or portions hereof in any integral multiple of$5,000 to
the assignee or assignees in whose name or names this Bond or any such portion or portions
hereof is or are to be registered. The form of Assignment printed or endorsed on this Bond may
be executed by the Registered Owner to evidence the assignment hereof, but such method is not
exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be
used to evidence the assignment of this Bond or any portion or portions hereof from time to time
by the Registered Owner. The Paying Agent/Registrar's reasonable standard or customary fees
and charges for transferring and exchanging any Bond or portion thereof shall be paid by the
City,but any taxes or governmental charges required to be paid with respect thereto shall be paid
by the one requesting such assignment, transfer or exchange as a condition precedent to the
exercise of such privilege. The Paying Agent/Registrar shall not be required to make any such
transfer or exchange (i) during the period commencing with the close of business on any Record
Date and ending with the opening of business on the next following principal or interest payment
date, or, (ii) with respect to any Bond or any portion thereof called for redemption prior to
maturity, within 45 days prior to its redemption date; provided, however, such limitation of
transfer shall not be applicable to an exchange by the Registered Owner of an unredeemed
balance of a Bond called for redemption in part.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or
transferring this Bond shall be modified to require the appropriate person or entity to meet the
requirements of the securities depository as to registering or transferring the book entry to
produce the same effect.
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
payable from ad valorem taxes, within the limits prescribed by law.
BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby
acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for
RoundRockGORB11: Delegated Ordinance 14
inspection in the official minutes and records of the governing body of the Issuer and agrees that
the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each
Registered Owner hereof and the City.
IN WITNESS WHEREOF, the City has caused this Bond to be signed with the manual
or facsimile signature of the Mayor of the City, and countersigned with the manual or facsimile
signature of the City Secretary of the City and the official seal of the City has been duly
impressed, or placed in facsimile, on this Bond.
(facsimile signature) (facsimile signature)
City Secretary, City of Round Rock, Texas Mayor, City of Round Rock, Texas
(CITY SEAL)
FORM OF REGISTRATION CERTIFICATE
OF THE COMPTROLLER OF PUBLIC ACCOUNTS:
COMPTROLLER'S REGISTRATION CERTIFICATE:
REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity, and approved
by the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
(COMPTROLLER'S SEAL) Comptroller of Public Accounts
of the State of Texas
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed Registration
Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond
Ordinance described in the text of this Bond; and that this Bond has been issued in exchange for
a bond or bonds, or a portion of a bond or bonds of a series which originally was approved by the
Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of
the State of Texas.
RoundRockGORB11: Delegated Ordinance 15
Dated: THE BANK OF NEW YORK MELLON
TRUST COMPANY,N.A.
Dallas, Texas
Paying Agent/Registrar
By
Authorized Representative
FORM OF ASSIGNMENT:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned Registered Owner of this Bond, or duly
authorized representative or attorney thereof, hereby sells, assigns and transfers this Bond and all
rights hereunder unto
(Assignee's Social Security or (Please print or typewrite Assignee's name and address,
Taxpayer Identification Number) including zip code)
and hereby irrevocably constitutes and appoints
attorney to transfer the registration of this Bond on the Paying Agent/Registrar's Registration
Books with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange
or a commercial bank or trust company.
NOTICE: The signature above must correspond with the name of the Registered Owner as it
appears upon the front of this Bond in every particular, without alteration or enlargement or any
change whatsoever.
INSERTIONS FOR THE INITIAL BONDS*
*As provided in thePricing Certificate. To the extent that thePricing Certificate relating to the Bonds is inconsistent with any provisions in this
Form of Bond or contains information to complete missing information in this Form of Bond,the language in ftcing Certificat shall be used in
the executed Bonds.
RoundRockGORBI l: Delegated Ordinance 16
(i) The initial Current Interest Bonds shall be in the form set forth in this Exhibit, except
that:
A. immediately under the name of the Bond, the headings "INTEREST RATE" and
"MATURITY DATE" shall both be completed with the words "As shown below" and
"CUSIP NO." shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"ON THE MATURITY DATE SPECIFIED ABOVE, the City of Round Rock, Texas
(the "Issuer"), being a political subdivision, hereby promises to pay to the Registered Owner
specified above, or registered assigns (hereinafter called the "Registered Owner"), on
* in each of the years, in the principal installments and bearing interest at the per
annum rates set forth in the following schedule:
Years Principal Installments Interest Rates
(Information for the Current Interest Bonds from the Pricing Certificate to be inserted)
The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the
basis of a 360-day year of twelve 30-day months) from * at the respective Interest
Rate per annum specified above. Interest is payable on * and semiannually on each
* and * thereafter to the date of payment of the principal installment
specified above; except, that if this Bond is required to be authenticated and the date of its
authentication is later than the first Record Date (hereinafter defined), such principal amount
shall bear interest from the interest payment date next preceding the date of authentication,unless
such date of authentication is after any Record Date but on or before the next following interest
payment date, in which case such principal amount shall bear interest from such next following
interest payment date; provided, however, that if on the date of authentication hereof the interest
on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been
paid,then this Bond shall bear interest from the date to which such interest has been paid in full."
C. The initial Bond shall be numbered "T-l."
(ii) The Initial Compound Interest Bond shall be in the form set forth in this Section, except
that:
A. immediately under the name of the Bond, the headings "INTEREST RATE" and
"MATURITY DATE" shall both be completed with the words "As shown below" and
"CUSIP NO. " shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"THE CITY OF ROUND ROCK, TEXAS (the "City"),being a political subdivision of
the State of Texas, hereby promises to pay to the Registered Owner set forth above, or registered
RoundRockGORB11: Delegated Ordinance 17
assigns (hereinafter called the "Registered Owner") the Payment at Maturity on * in
each of the years and in installments of the respective Maturity Amounts set forth in the
following schedule:
Year Maturity Amounts Interest Rates
(Information for the Premium Compound Interest Bonds from the Pricing Certificate to be
inserted)
The amount shown above as the respective Maturity Amounts represent the principal amount
hereof and accrued and compounded interest hereon. Interest shall accrue on the principal
amount hereof from the Issuance Date at the interest rate per annum specified above,
compounded semiannually on * and * of each year commencing
*. For convenience of reference, a table appears on the back of this Bond showing
the "Compounded Amount" of the original principal amount plus initial premium, if any, per
$5,000 Maturity Amount compounded semiannually at the yield shown on such table."
C. the Initial Premium Compound Interest Bond shall be numbered "TPC-1."
Section 8. TAX LEVY. A special Interest and Sinking Fund(the "Interest and Sinking
Fund") is hereby created solely for the benefit of the Bonds, and the Interest and Sinking Fund
shall be established and maintained by the City at an official depository bank of the City. The
Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of
the City, and shall be used only for paying the interest on and principal of the Bonds. All ad
valorem taxes levied and collected for and on account of the Bonds shall be deposited, as
collected, to the credit of the Interest and Sinking Fund. During each year while any of the
Bonds or interest thereon are outstanding and unpaid, the City Council shall compute and
ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the
money required to pay the interest on the Bonds as such interest comes due, and to provide and
maintain a sinking fund adequate to pay the principal of the Bonds as such principal matures (but
never less than 2% of the original principal amount of the Bonds as a sinking fund each year);
and the tax shall be based on the latest approved tax rolls of the City, with full allowance being
made for tax delinquencies and the cost of tax collection. The rate and amount of ad valorem
tax is hereby levied, and is hereby ordered to be levied, against all taxable property in the City for
each year while any of the Bonds or interest thereon are outstanding and unpaid; and the tax shall
be assessed and collected each such year and deposited to the credit of the Interest and Sinking
Fund. The ad valorem taxes sufficient to provide for the payment of the interest on and
principal of the Bonds, as such interest comes due and such principal matures, are hereby
pledged for such payment, within the limit prescribed by law. Accrued interest on the Bonds
shall be deposited in the Interest and Sinking Fund.
*As provided in thePricing Certificate. To the extent that thePricing Certificate relating to the Bonds is inconsistent with any provisions in this
Form of Bond or contains information to complete missing infornYthn in this Form of Bond,the language in thfricing Certificate shall be used in
the executed Bonds.
RoundRockGORB11: Delegated Ordinance 18
Section 9. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall
be deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning
of this Ordinance, except to the extent provided in subsections (c) and (e) of this Section, when
payment of the principal of such Bond, plus interest thereon to the due date or dates (whether
such due date or dates be by reason of maturity, upon redemption, or otherwise) either (i) shall
have been made or caused to be made in accordance with the terms thereof(including the giving
of any required notice of redemption or the establishment of irrevocable provisions for the giving
of such notice) or (ii) shall have been provided for on or before such due date by irrevocably
depositing with or making available to the Paying Agent/Registrar or an eligible trust company or
commercial bank for such payment (1) lawful money of the United States of America sufficient
to make such payment, (2) Defeasance Securities, certified by an independent public accounting
firm of national reputation to mature as to principal and interest in such amounts and at such
times as will ensure the availability, without reinvestment, of sufficient money to provide for
such payment and when proper arrangements have been made by the City with the Paying
Agent/Registrar or an eligible trust company or commercial bank for the payment of its services
until all Defeased Bonds shall have become due and payable or (3) any combination of(1) and
(2). At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid,
such Bond and the interest thereon shall no longer be secured by,payable from, or entitled to the
benefits of, the ad valorem taxes herein levied as provided in this Ordinance, and such principal
and interest shall be payable solely from such money or Defeasance Securities.
(b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of a Bond
as aforesaid when proper notice of redemption of such Bond shall have been given or upon the
establishment of 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 Bond and
premium, if any, and interest thereon, shall be applied to and used solely for the payment of the
particular Bond 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
RoundRockGORB11: Delegated Ordinance 19
company or commercial bank pursuant to this Section for the payment of the Bond and such
Bond shall not have in fact been actually paid in full, no amendment of the provisions of this
Section shall be made without the consent of the registered owner of each Bond affected thereby.
(e) Notwithstanding the provisions of subsection (a) immediately above, to the extent
that, upon the defeasance of any Defeased Bond to be paid at its maturity, the City retains the
right under Texas law to later call that Defeased Bond for redemption in accordance with the
provisions of this Ordinance, the City may call such Defeased Bond for redemption upon
complying with the provisions of Texas law and upon the satisfaction of the provisions of
subsection (a) immediately above with respect to such Defeased Bond as though it was being
defeased at the time of the exercise of the option to redeem the Defeased Bond and the effect of
the redemption is taken into account in determining the sufficiency of the provisions made for the
payment of the Defeased Bond.
Section 10. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated,
lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and
delivered, a new Bond of the same principal amount, maturity, and interest rate, as the damaged,
mutilated, lost, stolen, or destroyed Bond, in replacement for such Bond in the manner
hereinafter provided.
(b) Application for Replacement Bonds. Application for replacement of damaged,
mutilated, lost, stolen, or destroyed Bonds shall be made by the Registered Owner thereof to the
Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the Registered
Owner applying for a replacement bond shall furnish to the City and to the Paying
Agent/Registrar such security or indemnity as may be required by them to save each of them
harmless from any 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
RoundRockGORB11: Delegated Ordinance 20
benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued
under this Ordinance.
(e) Authority for Issuing_Replacement Bonds. In accordance with Subchapter D of
Texas Government Code, Chapter 1201, this Section of this Ordinance shall constitute authority
for the issuance of any such replacement Bond without necessity of further action by the
governing body of the City or any other body or person, and the duty of the replacement of such
Bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying
Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with the
effect, as provided in Section 6(a) of this Ordinance for Bonds issued in conversion and
exchange for other Bonds.
Section 11. CUSTODY, APPROVAL, AND REGISTRATION OF BOND; BOND
COUNSEL'S OPINION. The Mayor of the City and the City Manager are hereby authorized
to have control of the initial Bonds issued and delivered hereunder and all necessary records and
proceedings pertaining to the Bond pending its delivery and their investigation, examination, and
approval by the Attorney General of the State of Texas, and their registration by the Comptroller
of Public Accounts of the State of Texas. Upon registration of the Bond the Comptroller of
Public Accounts (or a deputy designated in writing to act for the Comptroller) shall manually
sign the Comptroller's Registration Certificate attached to such Bond, and the seal of the
Comptroller shall be impressed, or placed in facsimile, on such Certificate. The approving legal
opinion of the City's Bond Counsel may, at the option of the City, be printed on the Bond issued
and delivered under this Ordinance, but it shall have no legal effect, and shall be solely for the
convenience and information of the Registered Owner of the Bonds.
Section 12. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THE 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 use all of the proceeds of the Bonds for the payment of principal, interest
and redemption premium on the Refunded Obligations;
(2) to take any action to assure that no more than 10 percent of the proceeds of
the Bonds or the Refunded Obligations or the projects financed or refinanced therewith
(less amounts deposited to a reserve fund, if any) are used for any "private business use,"
as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds of
the Bonds or the Refunded Obligations or the projects financed or refinanced therewith
are so used, such amounts, whether or not received by the City, with respect to such
private business use, do not, under the terms of this Ordinance or any underlying
arrangement, directly or indirectly, secure or provide for the payment of more than 10
RoundRockGORRI L Delegated Ordinance 21
percent of the debt service on the Bonds, in contravention of section 141(b)(2) of the
Code;
(3) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the
Refunded Obligations or the projects financed or refinanced therewith (less amounts
deposited into a reserve fund, if any)then the amount in excess of 5 percent is used for a
"private business use" which is "related" and not "disproportionate," within the meaning
of section 141(b)(3) of the Code, to the governmental use;
(4) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a
reserve fund, if any) is directly or indirectly used to finance loans to persons, other than
state or local governmental units, in contravention of section 141(c) of the Code;
(5) to refrain from taking any action which would otherwise result in the Bonds
being treated as "private activity bonds" within the meaning of section 141(b) of the
Code;
(6) to refrain from taking any action that would result in the Bonds being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(7) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to
acquire investment property (as defined in section 148(b)(2) of the Code)which produces
a materially higher yield over the term of the Bonds, other than investment property
acquired with--
(A) proceeds of the Bonds invested for a reasonable temporary period of
3 years or less or, in the case of a current refunding bonds, for a period of 90 days
and in the case of advance refunding bonds, for a period of 30 days,
(B) amounts invested in a bona fide debt service fund, within the
meaning of section 1.148-1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Bonds;
(8) to otherwise restrict the use of the proceeds of the Bonds or amounts treated
as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the
extent applicable, section 149(d) of the Code (relating to advance refundings); and
RoundRockGOREM: Delegated Ordinance 22
(9) to pay to the United States of America at least once during each five-year
period (beginning on the date of delivery of the Bonds) an amount that is at least equal to
90 percent of the 'Excess Earnings," within the meaning of section 148(f) of the Code
and to pay to the United States of America, not later than 60 days after the Bonds have
been paid in full, 100 percent of the amount then required to be paid as a result of Excess
Earnings under section 148(f) of the Code.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (8), a
"Rebate Fund" is hereby established by the City for the sole benefit of the United States of
America, and such fund shall not be subject to the claim of any other person, including without
limitation the bondholders. The Rebate Fund is established for the additional purpose of
compliance with section 148 of the Code.
(c) Proceeds. The City understands that the term "proceeds" includes "disposition
proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred
proceeds (if any) and proceeds of the Refunded Obligations expended prior to the date of
issuance of the Bonds. It is the understanding of the City that the covenants contained herein are
intended to assure compliance with the Code and any regulations or rulings promulgated by the
U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are
hereafter promulgated which modify or expand provisions of the Code, as applicable to the
Bonds, the City will not be required to comply with any covenant contained herein to the extent
that such failure to comply, in the opinion of nationally recognized bond counsel, will not
adversely affect the exemption from federal income taxation of interest on the Bonds under
section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which
impose additional requirements which are applicable to the Bonds, the City agrees to comply
with the additional requirements to the extent necessary, in the opinion of nationally recognized
bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds
under section 103 of the Code. In furtherance of such intention, the City hereby authorizes and
directs the City Manager or the Mayor to execute any documents, certificates or reports required
by the Code and to make such elections, on behalf of the City, which may be permitted by the
Code as are consistent with the purpose for the issuance of the Bonds. This Ordinance is
intended to satisfy the official intent requirements set forth in Section 1.150-2 of the Treasury
Regulations
(d) Disposition of Project. The City covenants that the property constituting the
projects financed by the Refunded Obligations will not be sold or otherwise disposed in a
transaction resulting in the receipt by the City of cash or other compensation, unless the City
obtains an opinion of nationally-recognized bond counsel that such sale or other disposition will
not adversely affect the tax-exempt status of the Bonds. For purposes of the foregoing, the
portion of the property comprising personal property and disposed in the ordinary course shall
not be treated as a transaction resulting in the receipt of cash or other compensation. For
purposes hereof, the City shall not be obligated to comply with this covenant if it obtains an
opinion that such failure to comply will not adversely affect the excludability for federal income
tax purposes from gross income of the interest.
RoundRockGORB11: Delegated Ordinance 23
Section 13. SALE OF BOND. The Bonds shall be sold and delivered, pursuant to a
bond purchase agreement by and between the City and the underwriter or purchaser in
substantially the form previously used by the City in connection with the City's previous
refunding 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 14. APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT
AND ESCROW AGREEMENT. (a) The Paying Agent/Registrar Agreement ("Paying Agent
Agreement") by and between the City and the Paying Agent in substantially the form and
substance attached hereto as Exhibit "B" is hereby approved and the Mayor or Pricing Officer are
each hereby authorized and directed to complete, amend, modify and execute the Paying Agent
Agreement as necessary.
(b) The Escrow Agreement ("Escrow Agreement") if necessary by and between the City
and the Escrow Agent in substantially the form and substance attached hereto as Exhibit "E" in
connection with refunding the Refunded Obligations is hereby approved, and the Mayor or
Pricing Officer are each hereby authorized to complete, amend, modify and execute the Escrow
Agreement, as necessary. The Mayor, City Manager, Director of Finance, the Secretary or
Assistant Secretary are each hereby authorized to take such action as may be necessary to cause
any contribution of lawfully available City funds for the refunding for the purchase and delivery
of the federal securities to be acquired and deposited to the credit of the Escrow Fund created by
the Escrow Agreement.
Section 15. REFUNDING OF REFUNDED OBLIGATIONS. That concurrently
with the delivery of the Bonds,the City shall cause to be deposited an amount from the proceeds
of the sale of the Bond with the Escrow Agent sufficient, together with other legally available
funds of the City,to provide for the refunding and defeasance of the Refunded Obligations. The
Pricing Officer is hereby authorized and directed to issue to the Escrow Agent the Notice of
Redemption with respect to the Refunded Obligations in substantially the form set forth in
Exhibit "D" hereto completed with such information to conform with the Pricing Certificate.
Section 16. APPROVAL OF OFFICIAL STATEMENT. The Pricing Officer is
hereby authorized to approve the Preliminary Official Statement and the Official Statement
relating to the Bonds and any addenda, supplement or amendment thereto, and to deem such
documents final in accordance with Rule 15c2-12. The City further approves the distribution of
such Official Statement in the reoffering of the Bonds by the underwriter in final form, with such
changes therein or additions thereto as the Pricing Officer executing the same may deem
advisable, such determination to be conclusively evidenced by his execution thereof.
Section 17. INSURANCE PROVISIONS. In connection with the sale of the Bonds,
the City may obtain municipal bond insurance policies from one or more recognized municipal
bond insurance organizations (the "Bond Insurer" or "Bond Insurers") to guarantee the full and
complete payment required to be made by or on behalf of the City on the Bonds. The Pricing
Officer is hereby authorized to sign a commitment letter with the Bond Insurer or Bond Insurers
RoundRockGORB11: Delegated Ordinance 24
and to pay the premium for the bond insurance policies at the time of the delivery of the Bonds to
the underwriter out of the proceeds of sale of the Bonds or from other available funds and to
execute such other documents and certificates as necessary in connection with the bond insurance
policies as the Pricing Officer may deem appropriate. Printing on the Bonds covered by the
bond insurance policies a statement describing such insurance, in form and substance satisfactory
to the Bond Insurer and the Pricing Officer, is hereby approved and authorized. The Pricing
Certificate may contain provisions related to the bond insurance policies, including payment
provisions thereunder, and the rights of the Bond Insurer or Insurers, and any such provisions
shall be read and interpreted as an integral part of this Ordinance.
Section 18. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual
Reports. The City shall provide annually to the MSRB, in an electronic format as prescribed by
the MSRB,within six months after the end of any fiscal year, financial information and operating
data with respect to the City of the general type as determined by the Pricing Officer at the time
the Bonds are sold. Any financial statements to be so provided shall be (1)prepared in
accordance with the accounting principles described in Exhibit "C" hereto, or such other
accounting principles as the City may be required to employ from time to time pursuant to state
law or regulation, and (2) audited, if the City commissions an audit of such statements and the
audit is completed within the period during which they must be provided. If the audit of such
financial statements is not complete within such period, then the City shall provide unaudited
financial statements within such period, and audited financial statements for the applicable fiscal
year to the MSRB,when and if the audit report on such statements become available.
If the City changes its fiscal year, it will notify the MSRB of the change (and of the date
of the new fiscal year end) prior to the next date by which the City otherwise would be required
to provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may
be set forth in full in one or more documents or may be included by specific reference to any
document
that is available to the public on the MSRB's internet web site or filed with the SEC. All
documents provided to the MSRB pursuant to this Section shall be accompanied by identifying
information as prescribed by the MSRB.
(b) Material Event Notices. The City shall notify the MSRB, in an electronic format
as prescribed by the MSRB, in a timely manner, of any of the following events with respect to
the Bonds, if such event is material within the meaning of the federal securities laws:
A. Principal and interest payment delinquencies;
B. Non-payment related defaults;
C. Unscheduled draws on debt service reserves reflecting financial
difficulties;
RoundRockGORB11: Delegated Ordinance 25
D. Unscheduled draws on credit enhancements reflecting financial
difficulties;
E. Substitution of credit or liquidity providers, or their failure to perform;
F. Adverse tax opinions or events affecting the tax-exempt status of the
Bonds;
G. Modifications to rights of holders of the Bonds;
H. Bond calls;
I. Defeasances;
J. Release, substitution, or sale of property securing repayment of the Bonds;
and
K. Rating changes.
The City shall notify the MSRB, in an electronic format as prescribed by the MSRB, in a
timely manner, of any failure by the City to provide financial information or operating data in
accordance with subsection (a) 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 28 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
RoundRockGORRI1: Delegated Ordinance 26
THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY
SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
comprise a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Should the Rule be amended to obligate the City to make filings with or provide notices
to entities other than the MSRB,the City hereby agrees to undertake such obligation with respect
to the Bonds in accordance with the Rule as amended.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or a
change in the identity, nature, status, or type of operations of the City, but only if (1) the
provisions of this Section, as so amended, would have permitted an underwriter to purchase or
sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account
any amendments or interpretations of the Rule since such offering as well as such changed
circumstances and (2) either (a) the holders of a majority in aggregate principal amount (or any
greater amount required by any other provision of this Ordinance that authorizes such an
amendment) of the outstanding Bonds consents to such amendment or (b) a person that is
unaffiliated with the City (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interest of the holders and beneficial owners of the
Bonds. If the City so amends the provisions of this Section, it shall include with any amended
financial information or operating data next provided in accordance with paragraph (a) of this
Section an explanation, in narrative form, of the reason for the amendment and of the impact of
any change in the type of financial information or operating data so provided. The City may also
amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or
repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that
such provisions of the Rule are invalid, but only if and to the extent that the provisions of this
sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the
primary offering of the Bonds.
Section 19. AMENDMENT OF ORDINANCE. The City hereby reserves the right to
amend this Ordinance subject to the following terms and conditions,to-wit:
(a) The City may from time to time, without the consent of the Registered Owner,
except as otherwise required by paragraph (b) below, amend or supplement this Ordinance in
order to (i) cure any ambiguity, defect or omission in this Ordinance that does not materially
adversely affect the interests of the holders, (ii) grant additional rights or security for the benefit
RoundRockGORH11: Delegated Ordinance 27
of the holders, (iii) add events of default as shall not be inconsistent with the provisions of this
Ordinance and that shall not materially adversely affect the interests of the holders, (v) qualify
this Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions
of federal laws from time to time in effect, or(iv) make such other provisions in regard to matters
or questions arising under this Ordinance as shall not be inconsistent with the provisions of this
Ordinance and that shall not in the opinion of the City's Bond Counsel materially adversely affect
the interests of the holders.
(b) Except as provided in paragraph (a) above, the Registered Owner shall have the
right from time to time to approve any amendment hereto that may be deemed necessary or
desirable by the City; provided, however, that without the consent of the Registered Owner,
nothing herein contained shall permit or be construed to permit amendment of the terms and
conditions of this Ordinance or in the Bond so as to:
(1) Make any change in the maturity of the Bond;
(2) Reduce the rate of interest borne by the Bond;
(3) Reduce the amount of the principal of, or redemption premium, if any,
payable on the Bond;
(4) Modify the terms of payment of principal or of interest or redemption
premium on the Bond or impose any condition with respect to such payment; or
(5) Change the requirement with respect to Registered Owner consent to such
amendment.
(c) If at any time the City shall desire to amend this Ordinance under this Section, the
City shall send by U.S. mail to the Registered Owner a copy of the proposed amendment.
(d) Whenever at any time within one year from the date of publication of such notice
the City shall receive an instrument or instruments executed by the Registered Owner, which
instrument or instruments shall refer to the proposed amendment and that shall specifically
consent to and approve such amendment, the City may adopt the amendment in substantially the
same form.
(e) Upon the adoption of any amendatory ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be modified and amended in accordance with such
amendatory Ordinance, and the respective rights, duties, and obligations of the City and the
Registered Owner shall thereafter be determined, exercised, and enforced, subject in all respects
to such amendment.
(f) Any consent given by the Registered Owner of a Bond pursuant to the provisions
of this Section shall be irrevocable for a period of six months from the date of such consent, and
shall be conclusive and binding upon all future holders of the same Bond during such period.
RoundRockGORH11: Delegated Ordinance 28
Such consent may be revoked at any time after six months from the date of consent by the
Registered Owner who gave such consent, or by a successor in title, by filing notice with the
City.
For the purposes of establishing ownership of the Bonds, the City shall rely solely upon
the registration of the ownership of such Bonds on the Register kept by the Paying
Agent/Registrar.
Section 20. REMEDIES IN EVENT OF DEFAULT. In addition to all the rights and
remedies provided by the laws of the State of Texas, it is specifically covenanted and agreed
particularly that in the event the City(i) defaults in the payment of the principal,premium, if any,
or interest on the Bonds, (ii) declares bankruptcy, or (iii) defaults in the observance or
performance of any other of the covenant, agreement or obligation of the City, the failure to
perform which materially adversely affects the rights of the owner, including but no limited to,
their prospect or ability to be repaid in accordance with this Section and the continuation thereof
for a period of 60 days after notice of such default is given by any owner to the City, the
following remedies shall be available:
(a) Any owner or an authorized representative thereof, including but not limited to, a
trustee or trustees therefor, may proceed against the City for the purpose of protecting and
enforcing the rights to the owner under this Ordinance, by mandamus or other suit, action or
special proceeding in equity or at law, in any court of competent jurisdiction, for any relief
permitted by law, including the specific performance of any covenant or agreement contained
herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of
the owner hereunder or any combination of such remedies.
(b) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall be
in addition to every other remedy given hereunder or under the Bonds or now or hereafter
existing at law or in equity; provided, however, that notwithstanding any other provision of this
Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a
remedy under this Ordinance. The exercise of any remedy herein conferred or reserved shall not
be deemed a waiver of any other available remedy.
Section 21. NO RECOURSE AGAINST CITY OFFICIALS. No recourse shall be
had for the payment of principal of or interest on the Bonds or for any claim based thereon or on
this Ordinance against any official of the City or any person executing any Bond.
Section 22. FURTHER ACTIONS. The Mayor, the City Manager and all other
officers and employees of the City are hereby authorized, empowered and directed from time to
time and at any time to do and perform all such acts and things and to execute, acknowledge and
deliver in the name and under the corporate seal and on behalf of the City all such instruments,
whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms
and provisions of this Ordinance and the Bonds. In addition, prior to the initial delivery of the
Bonds, the Mayor, the City Manager, the Director of Finance and Bond Counsel are hereby
RoundRockGORB11: Delegated Ordinance 29
authorized and directed to approve any changes or corrections to this Ordinance or to any of the
instruments authorized and approved by this Ordinance necessary in order to (i) correct any
ambiguity or mistake or properly or more completely document the transactions contemplated
and approved by this Ordinance, (ii) obtain a rating from any of the national bond rating agencies
or satisfy requirements of any bond insurer, or (iii) obtain the approval of the Bond by the Texas
Attorney General's office.
In case any officer of the City whose signature shall appear on any Bonds shall cease to
be such officer before the delivery of such Bonds, such signature shall nevertheless be valid and
sufficient for all purposes the same as if such officer had remained in office until such delivery.
Section 23. PERFECTION. Chapter 1208, Government Code, applies to the issuance
of the Bond and the pledge of ad valorem taxes granted by the City under Section 8 of this
Ordinance, and such pledge is therefore valid, effective and perfected. If Texas law is amended
at any time while the Bond is outstanding and unpaid such that the pledge of ad valorem taxes
granted by the City under Section 8 of this Ordinance is to be subject to the filing requirements
of Chapter 9, Business & Commerce Code, then in order to preserve to the Registered Owner of
the Bonds the perfection of the security interest in said pledge, the City agrees to take such
measures as it determines are reasonable and necessary under Texas law to comply with the
applicable provisions of Chapter 9, Business & Commerce Code and enable a filing to perfect the
security interest in said pledge to occur.
Section 24. INTERPRETATIONS. All terms defined herein and all pronouns used in
this Ordinance shall be deemed to apply equally to singular and plural and to all genders. The
titles and headings of the articles and sections of this Ordinance have been inserted for
convenience of reference only and are not to be considered a part hereof and shall not in any way
modify or restrict any of the terms or provisions hereof. This Ordinance and all the terms and
provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to
sustain the validity of the Bonds and the validity of the lien on and pledge to secure the payment
of the Bonds.
Section 25. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions,
or parts thereof, which are in conflict or inconsistent with any provisions of this Ordinance are
hereby repealed to the extent of such conflict and the provisions of this Ordinance shall be and
remain controlling as to the matters contained herein.
Section 26. INTERESTED PARTIES. Nothing in this Ordinance expressed or
implied is intended or shall be construed to confer upon, or to give to, any person or entity, other
than the City and the Registered Owner of the Bonds, any right, remedy or claim under or by
reason of this Ordinance or any covenant, condition or stipulation hereof, and all covenants,
stipulations, promises and agreements in this Ordinance contained by and on behalf of the City
shall be for the sole and exclusive benefit of the City and the Registered Owner of the Bonds.
Section 27. SEVERABILITY. The provisions of this Ordinance are severable; and in
case any one or more of the provisions of this Ordinance or the application thereof to any person
RoundRockGORB11: Delegated Ordinance 30
or circumstance should be held to be invalid, unconstitutional, or ineffective as to any person or
circumstance, the remainder of this Ordinance nevertheless shall be valid, and the application of
any such invalid provision to persons or circumstances other than those as to which it is held
invalid shall not be affected thereby.
Section 28. FUNDS AND ACCOUNTS. Notwithstanding anything in this Ordinance
to the contrary any funds or accounts created by this Ordinance, other than the Escrow Funds,
may be subaccounts of the City's Funds held by the City's depository, and, as such, not held in
separate bank accounts, such treatment shall not constitute commingling of the monies in such
funds or of funds and the City shall keep full and complete records indicating the monies and
investment credited to each such fund.
Section 29. CREDIT AGREEMENT. To the extent permitted by law, the City
reserves the right under Chapter 1371 of the Texas Government Code to enter into Credit
Agreements in connection with the Bonds, upon the written opinion of the City's Finance
Director that such Credit Agreements are in the best interest of the City given the market
conditions at the time. The Credit Agreements will constitute a Credit Agreement as defined in
Chapter 1371 of the Texas Government Code. Any such Credit Agreements must be reviewed
and approved by the Attorney General of the State of Texas.
Section 30. REPEALER. All orders, resolutions and ordinances, or parts thereof,
inconsistent herewith are hereby repealed to the extent of such inconsistency.
Section 31. EFFECTIVE DATE. This Ordinance shall become effective upon the
final passage of this Ordinance.
Section 32. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby
authorizes the disbursement of a fee equal or lesser of(i)one-tenth of one percent 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.
[Execution Page Follows]
RoundRockGORB11: Delegated Ordinance 31
IN ACCORDANCE WITH SECTION 1201.028, TEXAS GOVERNMENT CODE
passed and approved on First and Final Reading on the 7th day of October, 2011.
a Yh
Mayor, City of Round Rock, Texas
ATTEST:
City Secretary, City of Round Rock, Texas
RoundRockGORB\11: Delegated Ordinance OrdSigPg
EXHIBIT A
DEFINITIONS
As used in this Ordinance, the following terms and expressions shall have the meanings
set forth below, unless the text hereof specifically indicates otherwise:
"Accountant" means an independent certified public accountant or accountants or a firm
of an independent certified public accountants, in either case, with demonstrated expertise and
competence in public accountancy.
"Accreted Value" means, with respect to a Premium Compound Interest Bond, as of any
particular date of calculation, the original principal amount thereof, plus all interest accrued and
compounded to the particular date of calculation, as determined in accordance with the Pricing
Certificate and the Accretion Table attached as an exhibit to the Pricing Certificate relating to the
respective Bonds that shows the Accreted Value per $5,000 maturity amount on the calculation
date of maturity to its maturity.
"Accretion Table" means the exhibit attached to the Pricing Certificate that sets forth the
rounded original principal amounts at the Issuance Date for the Premium Compound Interest
Bonds and the Accreted Values and maturity amounts thereof as of each Compounding Date until
final maturity.
"Authorized Denominations" means the denomination of$5,000 or any integral multiple
thereof with respect to the Current Interest Bonds and in the denomination of$5,000 in maturity
amount or any integral multiple thereof with respect to the Premium Compound Interest Bonds.
"Bond Insurer"or "Insurer" means the provider of a municipal bond insurance policy for
the Bonds as determined by the Pricing Officer in the Pricing Certificate or any other entity that
insures or guarantees the payment of principal and interest on any Bonds.
"Bonds" means the "City of Round Rock, Texas General Obligation Refunding Bonds,
Series 2011."
"Book-Entry-Only System" means the book-entry system of bond registration provided in
Section 6, or any successor system of book-entry registration.
"Business Day" means any day which is not a Saturday, Sunday or a day on which the
Paying Agent/Registrar is authorized by law or executive order to remain closed.
"Cede & Co." means the designated nominee and its successors and assigns of The
Depository Trust Company,New York.
"City" and "Issuer" mean the City of Round Rock, Texas, and where appropriate, the City
Council.
RoundRockGORB11: Delegated Ordinance A-1
"City Council" means the governing body of the City.
"Closing Date" means the date of initial delivery of and payment for the Bonds.
"Compounded Amount" means, with respect to a Premium Compound Interest Bond, as
of any particular date of calculation, the original principal amount thereof plus all interest
accrued and compounded to the particular date of calculation.
"Compounding Dates" means the dates on which interest is compounded on the Premium
Compound Interest Bonds as set forth in the Accretion Table attached to the Pricing Certificate.
"Current Interest Bonds" means the Bonds paying current interest and maturing in each of
the years and in the aggregate principal amounts set forth in the Pricing Certificate.
"Defeasance Securities" means (i) Federal Securities, (ii) noncallable obligations of an
agency or instrumentality of the United States of America, including obligations that are
unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the
City Council adopts or approves proceedings authorizing the issuance of refunding bonds or
otherwise provide for the funding of an escrow to effect the defeasance of the Bonds are rated as
to investment quality by a nationally recognized investment rating firm not less than "AAA" or
its equivalent, (iii) noncallable obligations of a state or an agency or a county, municipality, or
other political subdivision of a state that have been refunded and that, on the date the City
Council adopts or approves proceedings authorizing the issuance of refunding bonds or otherwise
provide for the funding of an escrow to effect the defeasance of the Bonds, are rated as to
investment quality by a nationally recognized investment rating firm no less than "AAA" or its
equivalent and (iv) any other then authorized securities or obligations under applicable State law
that may be used to defease obligations such as the Bonds.
"Depository" means one or more official depository banks of the City.
"DTC" means The Depository Trust Company, New York, New York and its successors
and assigns.
"DTC Participant" means securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among DTC Participants.
"Escrow Agent" means The Bank of New York Mellon Trust Company, N.A. or any
successor escrow agent under the Escrow Agreement.
"Escrow Agreement" means the agreements by and between the City and the Escrow
Agent relating to refunding the Refunded Obligations and the cash defeasance,respectively.
RoundRockGORB11: Delegated Ordinance A-2
"Federal Securities" as used herein means direct, noncallable obligations of the United
States of America, including obligations that are unconditionally guaranteed by the United States
of America(including Interest Strips of the Resolution Funding Corporation).
"Fiscal Year" means the twelve-month accounting period used by the City in connection
with the operation of the System, currently ending on September 30 of each year, which may be
any twelve consecutive month period established by the City,but in no event may the Fiscal Year
be changed more than one time in any three calendar year period.
"Holder," "Holders," "Owners" or "Registered Owners" means any person or entity in
whose name a Bond is registered in the Security Register, for any Parity Obligation.
"Initial Bonds" means the Bonds authorized, issued, and initially delivered as provided in
Section 4 of this Ordinance.
"Insurance Policy" means an insurance policy issued by any Insurer guaranteeing the
scheduled principal of and interest on the Bonds when due.
"Interest and Sinking Fund' means the special fund maintained by the provisions of
Section 8 of this Ordinance.
"Interest Payment Date" means a date on which interest on the Bonds is due and payable.
"Issuance Date" means the date of delivery of the Bonds.
WSRB" means the Municipal Securities Rulemaking Board.
"Ordinance" means this ordinance finally adopted by the City Council on October 27,
2011.
"Outstanding", when used with respect to Bonds, means, as of the date of determination,
all Bonds theretofore delivered under this Ordinance, except:
(1) Bonds theretofore cancelled and delivered to the City or delivered to the
Paying Agent/Registrar for cancellation;
(2) Bonds deemed paid pursuant to the provisions of Section 9 of this Ordinance;
(3) Bonds upon transfer of or in exchange for and in lieu of which other Bonds
have been authenticated and delivered pursuant to this Ordinance
(4) Bonds under which the obligations of the City have been released, discharged
or extinguished in accordance with the terms thereof.
RoundRockGORB11: Delegated Ordinance A-3
"Permitted Investments" means any security or obligation or combination thereof
permitted under the Public Funds Investments Act, Chapter 2256, Texas Government Code, as
amended or other applicable law.
"Premium Compound Interest Bonds" means the Bonds on which no interest is paid prior
to maturity,maturing in various amounts and in the aggregate principal amount as set forth in the
Pricing Certificate.
"Pricing Certificate" means the Pricing Certificate of the City's Pricing Officer to be
executed and delivered pursuant to Section 4 hereof in connection with the issuance of the
Bonds.
"Pricing Officer" means the City Manager, acting as the designated pricing officer of the
City to execute the Pricing Certificate. In the absence of the City Manager, the Director of
Finance may act as the designated pricing officer of the City to execute the Pricing Certificate.
"Rating Agency" means any nationally recognized securities rating agency which has
assigned, at the request of the City, a rating to the Parity Obligations.
"Record Date" means Record Date as defined in Section 7 the Form of Bonds.
"Redemption Date" means a date fixed for redemption of any Bond pursuant to the terms
of this Ordinance.
"Refunded Obligations" means those Refundable Obligations designated by the Pricing
Officer in the Pricing Certificate to be refunded.
"Refundable Obligations" means all or a portion of the City's outstanding ad valorem tax
obligations.
"Register" or "Registration Books" means the registry system maintained on behalf of the
City by the Registrar in which are listed the names and addresses of the Registered Owners and
the principal amount of Bonds registered in the name of each Registered Owner.
"Replacement Bonds" means the Bonds authorized by the City to be issued in substitution
for lost, apparently destroyed, or wrongfully taken Bonds as provided in Section 10 of this
Ordinance.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
RoundRockGORB11: Delegated Ordinance A-4
EXHIBIT B
PAYING AGENUREGISTRAR AGREEMENT
RoundRockGORB11: Delegated Ordinance B-1
EXHIBIT C
CONTINUING DISCLOSURE
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
Accounting Principles
The accounting principles of the City relating to funds and account groups will conform
to generally accepted accounting principles(GAAP) as applied to governmental entities.
RoundRockGORRI1: Delegated Ordinance C-1
EXHIBIT D
NOTICE OF REDEMPTION/DEFEASANCE*
CITY OF ROUND ROCK,TEXAS
NOTICE IS HEREBY GIVEN that the following obligations(the "Obligations")issued by the
City of Round Rock, Texas (the "City") have been defeased and called for redemption prior to their
scheduled maturities,at a price of parand accrued interest to the date of redemption,towit:
City of Round Rock, Texas General Obligation and Refunding Bonds, Series 2002,
maturing on August 15 in each of the years 2012 through 2022, 2025 and 2027, inclusive,
aggregating$6,450,000 in principal amount.
Maturity Principal Interest Redemption CUSIP
August 15 Amount Rate Date Number*
2012 $ 260,000 4.300% August 15,2013 779222 WF 1
2013 270,000 4.400% August 15,2013 779222 WG 9
2014 300,000 4.500% August 15,2013 779222 WH 7
2015 315,000 5.500% August 15,2013 779222 WJ 3
2016 330,000 5.500% August 15,2013 779222 WK 0
2017 350,000 5.500% August 15,2013 779222 WL 8
2018 365,000 5.000% August 15, 2013 779222 WM 6
2019 385,000 5.000% August 15,2013 779222 WN 4
2020 405,000 5.125% August 15,2013 779222 WP 9
2021 425,000 5.125% August 15,2013 779222 WQ 7
2022 445,000 5.125% August 15,2013 779222 WR 5
2025 1,485,000 5.000% August 15,2013 779222 WS 3
2027 1,115,000 5.000% August 15,2013 779222 WT 1
*The CUSIP Numbers have been assigned to this issue by the CUSIP Service Bureau and are included solely for the convenienceof the owners of
the Obligations. The City shall not be responsible for theelection or the correctness of the CUSIP numbers set forth herein.
The redemption price for the above Obligations is par plus accrued interest to the date fixed for
redemption. Such Obligations shall be redeemed on and shall not longer bear intereshfter the redemption
date. Due provision for the payment of the obligations described above has been made with The Bank of
New York Mellon Trust Company, N.A., Dallas, Texas (the 'Bank"), and said obligations shall be
presented for payment either in person orby mail, at the following address:
First Class/Registered/Certifed Mail By Overnight or Courier By Hand
The Bank of New York Mellon The Bank of New York Mellon The Bank of New York Mellon
Trust Company,N.A. Trust Company,N.A. Trust Company,N.A.
Institutional Trust Services Institutional Trust Services GIS Unit Trust Window
P.O.Box 2320 2001 Bryan Street,SP Floor 4 New York Plaza, 1 st Floor
Dallas,Texas 75221-2320 Dallas,Texas 75201 New York,NY 10004
*To be completed in accordance with the Pricing Certificate.
RoundRockGORRI 1: Delegated Ordinance D-1
In compliance with section 3406 of the Internal Revenue Code of 1986, as amended, payors
making certain payments due on debt securities may be obligated to deduct and withhold a portion of such
payment from the remittance to any payee who has failed to provide such payor with a valid taxpayer
identification number. To avoid the imposition of this withholding tax, such payees should submit a
certified taxpayer identification number when surrendering the Obligations for redemption.
CITY OF ROUND ROCK,TEXAS
RoundRockGORRI 1: Delegated Ordinance D-2
NOTICE OF REDEMPTION/DEFEASANCE*
CITY OF ROUND ROCK,TEXAS
NOTICE IS HEREBY GIVEN that the following obligations(the "Obligations")issued by the
City of Round Rock, Texas (the "City") have been defeased and called for redemption prior to their
scheduled maturities,at a price of par and accrued interest to the date of redemption,tovit:
City of Round Rock, Texas General Obligation and Refunding Bonds, Series 2004,
maturing on August 15 in each of the years 2014 through 2024, aggregating$12,810,000
in principal amount.
Maturity Principal Interest Redemption CUSIP
August 15 Amount Rate Date Number*
2014 $ 1,095,000 4.000% August 15,2012 779222
2015 1,140,000 4.000% August 15,2012 779222
2016 1,185,000 4.000% August 15,2012 779222
2017 1,230,000 5.000% August 15, 2012 779222
2018 1,295,000 5.000% August 15,2012 779222
2019 1,355,000 5.000% August 15,2012 779222
2020 1,425,000 5.250% August 15,2012 779222_
2021 1,500,000 5.250% August 15,2012 779222
2022 820,000 5.000% August 15,2012 779222
2023 860,000 5.000% August 15,2012 779222
2024 905,000 5.250% August 15, 2012 779222
*The CUSIP Numbers have been assigned to this issue by the CUSIP Service Bureau and are included solely for the convenienceof the owners of
the Obligations. The City shall not be responsible for the selection or the correctness of the CUSIP numbers set forth herein.
The redemption price for the above Obligations is par plus accrued interest to the date fixed for
redemption. Such Obligations shall be redeemed on and shall not longer bear intereslafter the redemption
date. Due provision for the payment of the obligations described above has been made with The Bank of
New York Mellon Trust Company, N.A., Dallas, Texas (the 'Bank"), and said obligations shall be
presented for payment either in person or by mail,at the following address:
First Class/Registered/Certified By Overnight or Courier By Hand
1/-.1
The Bank of New York Mellon The Bank of New York Mellon The Bank of New York Mellon
Trust Company,N.A. Trust Company,N.A. Trust Company,N.A.
Institutional Trust Services Institutional Trust Services GIS Unit Trust Window
P.O.Box 2320 2001 Bryan Street,0h Floor 4 New York Plaza, 1 st Floor
Dallas,Texas 75221-2320 Dallas, Texas 75201 New York,NY 10004
In compliance with section 3406 of the Internal Revenue Code of 1986, as amended, payors
making certain payments due on debt securities may be obligated to deduct and withhold a portion of such
payment from the remittance to any payee who has failed to provide such payor with a valid taxpayer
identification number. To avoid the imposition of this withholding tax, such payees should submit a
certified taxpayer identification number when surrendering the Obligations for redemption.
CITY OF ROUND ROCK,TEXAS
*To be completed in accordance with the Pricing Certificate.
RoundRockGORB11: Delegated Ordinance D-1
EXHIBIT E
FORM OF ESCROW AGREEMENT
RoundRockGORB11: Delegated Ordinance E-1
PRICING CERTIFICATE
I, the undersigned Pricing Officer of the City of Round Rock, Texas (the "City"), acting
pursuant to the authority granted to me by the ordinance adopted by the City Council of the City on
October 27,2011 (the'Bond Ordinance")relating to the issuance of the City of Round Rock,Texas
General Obligation Refunding Bonds,Series 2011 (the'Bonds")hereby find,determine and commit
on behalf of the City to sell and deliver the Bonds on the following terms:
1. Capitalized terms
not otherwise defined herein have the meaning assigned in the Bond
Ordinance.
2. The Bonds are hereby sold and shall be delivered to First Southwest,as Senior Managing
Underwriter, and co-managers Hutchinson Shockey Erley & Co.and Stifel Nicolaus&Company,
Inc.(collectively,the "Underwriters")pursuant to the terms of the Bond Purchase Agreement dated
November 2,2011,between the City and the Underwriters as attached hereto as Exhibit"A",for cash
at a price of$20,775,551.02 (being the par amount of the Bonds of$19,580,000 plus a reoffering
premium of$1,317,880.90 and less an underwriting discount of$122,329.88),plus accrued interest
from the date of the Bonds to the date of delivery, according to the following terms:
A. The aggregate original principal amount of the Bonds shall be $19,580,000.
B. The Bonds will be issued as serial Current Interest Bonds (the 'Bonds")dated
October 15,2011 and shall be numbered from R-1 upwards(except that the Initial Bond shall
be numbered T-1). The Bonds shall mature and bear interest from their dated date as
follows:
$19,580,000
Principal Maturity Date Interest Principal Maturity Date Interest
Amount (Au usg t 15) Rate Amount (August 15) Rate
$ 720,000 2012 2.000% $1,885,000 2021 4.000%
415,000 2013 2.000 1,200,000 2022 4.000
1,535,000 2014 2.000 950,000 2023 3.000
1,570,000 2015 2.000 300,000 2023 4.000
1,595,000 2016 3.000 1,290,000 2024 5.000
1,645,000 2017 3.000 405,000 2025 3.375
1,690,000 2018 3.000 415,000 2026 3.375
1,740,000 2019 3.000 430,000 2027 3.500
1,795,000 2020 5.000
C. Interest on the Bonds shall be payable February 15 and August 15 ofeach year,
commencing February 15,2012. The record date for the Bonds will be the last business day
RoundRocbGORM2011: PricingCert 1
of the month preceding an Interest Payment Date whether or not such dates are Business
Days.
D. The City reserves the right, at its option, to redeem Bonds having stated
maturities on and after August 15, 2021, in whole or from time to time in part in principal
amounts of $5,000 or any integral multiple thereof, on August 15, 2020, or any date
thereafter,at the par value thereof plus accrued interest to the date of redemption maturities.
E. The initial Bond shall be initially registered in the name of First Southwest. The
definitive Bonds shall be registered in the name of Cede & Co.
3. The Bonds are in amounts sufficient to refund the Refunded Bonds set forth in Exhibit
"B" hereto and to pay the costs of issuing the Bonds. The Refunded Bonds shall be subject to
redemption as set forth in Exhibit "C".
4. The issuance of the Bonds is in the best interest of the City and produces a net present
value debt service savings of$1,843,404.46 (9.571% of the Refunded Bonds) and a gross debt
service savings of$2,315,888.30.
5. The price to be paid by the Underwriters for the Bonds is not less than 90% of the
aggregate original principal amount thereof plus accrued interest to the date of delivery of the Bonds.
None of the Bonds bear interest at an interest rate greater than the maximum authorized by law.
Additionally, all of the requirements of Sections 3 and 4 of the Bond Ordinance have been met.
6. The Bonds shall be in the form as set forth in Exhibit "D" attached to this certificate.
7.Pursuant to Section 18 of the Ordinance,the City agrees to provide annually to the MSRB,
M RB the updated financial information and operating
in an electronic format as prescribed b the S p g
p Y P
data to the extent specified, by the times, subject to the exceptions noted, and as provided in the
Ordinance and the Official Statement under the caption "CONTINUING DISCLOSURE OF
INFORMATION-Annual Reports."
--------------------
RoundRockGORM2011: PricingCert 2
WITNESS MY HAND this day of 32011.
CITY OF ROUND ROCK, TEXAS
By: iffxg&ebi�
Name: Steve Norwood
Title: City Manager and Pricing Officer
RoundRock\GORM2011: PricingCert [Signature Page for Pricing Certificate]
EXHIBIT A
BOND PURCHASE AGREEMENT
[Please see separate tab of this transcript]
RoundRocl&GORB\2011: PricingCert A-1
EXHIBIT B
REFUNDED BONDS
City of Round Rock, Texas General Obligation and Refunding Bonds, Series 2002
dated June 1, 2002 as described below:
Maturity Principal Interest
August 15 Amount Rate
2012 $ 260,000 4.300%
2013 270,000 4.400%
2014 300,000 4.500%
2015 315,000 5.500%
2016 330,000 5.500%
2017 350,000 5.500%
2018 365,000 5.000%
2019 385,000 5.000%
2020 405,000 5.125%
2021 425,000 5.125%
2022 445,000 5.125%
2025 1,485,000 5.000%
2027 1,115,000 5.000%
aggregating $6,450,000 in principal amount.
City of Round Rock, Texas General Obligation and Refunding Bonds, Series 2004
dated July 15, 2004 as described below:
Maturity Principal Interest
August 15 Amount Rate
2014 $ 1,095,000 4.000%
2015 1,140,000 4.000%
2016 1,185,000 4.000%
2017 1,230,000 5.000%
2018 1,295,000 5.000%
2019 1,355,000 5.000%
2020 1,425,000 5.250%
2021 1,500,000 5.250%
2022 820,000 5.000%
2023 860,000 5.000%
2024 905,000 5.250%
aggregating $12,810,000 in principal amount.
RoundRockGOR13\2011: PricingCert B-1
EXHIBIT C
NOTICE OF REDEMPTION/DEFEASANCE
CITY OF ROUND ROCK,TEXAS
NOTICE IS HEREBY GIVEN that the following obligations(the"Obligations")issued by the City of Round
Rock,Texas(the"City")have been defeased and called for redemption prior to their scheduled maturities,at a price of
par and accrued interest to the date of redemption,to-wit:
City of Round Rock, Texas General Obligation and Refunding Bonds, Series 2002, maturing on
August 15 in each of the years 2012 through 2022,2025 and 2027,inclusive,aggregating$6,450,000
in principal amount.
Maturity Principal Interest Redemption CUSIP
August 15 Amount Rate Date Number*
2012 $ 260,000 4.300% February 15,2012 779222 WF 1
2013 270,000 4.400% February 15,2012 779222 WG 9
2014 300,000 4.500% February 15,2012 779222 WH 7
2015 315,000 5.500% February 15,2012 779222 WJ 3
2016 330,000 5.500% February 15,2012 779222 WK 0
2017 350,000 5.500% February 15,2012 779222 WL 8
2018 365,000 5.000% February 15,2012 779222 WM 6
2019 385,000 5.000% February 15,2012 779222 WN 4
2020 405,000 5.125% February 15,2012 779222 WP 9
2021 425,000 5.125% February 15,2012 779222 WQ 7
2022 445,000 5.125% February 15,2012 779222 WR 5
2025 1,485,000 5.000% February 15,2012 779222 WS 3
2027 1,115,000 5.000% February 15,2012 779222 WT 1
*The CUSIP Numbers have been assigned to this issue by the CUSIP Service Bureau and are included solely for the convenienceof the owners of the
Obligations. The City shall not be responsible for the selection or the correctness of tIi2I;JSIP numbers set forth herein.
The redemption price for the above Obligations is par plus accrued interest to the date fixed for redemption.
Such Obligations shall be redeemed on and shall not longer bear interest after the redemption date.Due provision for the
payment of the obligations described above has been made with The Bank of New York Mellon Trust Company,N.A.,
Dallas, Texas (the 'Bank"), and said obligations shall be presented for payment either in person or by mail, at the
following address:
First Class/ReQistered/Certitied Mail By Overnight or Courier By Hand
The Bank of New York Mellon The Bank of New York Mellon The Bank of New York Mellon
Trust Company,N.A. Trust Company,N.A. Trust Company,N.A.
Institutional Trust Services Institutional Trust Services GIS Unit Trust Window
P.O.Box 2320 2001 Bryan Street,9t'Floor 4 New York Plaza, 1 st Floor
Dallas,Texas 75221-2320 Dallas,Texas 75201 New York,NY 10004
In compliance with section 3406 of the Internal Revenue Code of 1986,as amended,payors making certain
payments due on debt securities may be obligated to deduct and withhold a portion of such payment from the remittance
to any payee who has failed to provide such payor with a valid taxpayer identification number. To avoid the imposition
of this withholding tax, such payees should submit a certified taxpayer identification number when surrendering the
Obligations for redemption.
RoundRocl&GORB\2011: PricingCert C-1
CITY OF ROUND ROCK,TEXAS
NOTICE OF REDEMPTION/DEFEASANCE
CITY OF ROUND ROCK,TEXAS
NOTICE IS HEREBY GIVEN that the following obligations(the"Obligations")issued by the City of Round
Rock,Texas(the"City")have been defeased and called for redemption prior to their scheduled maturities,at a price of
par and accrued interest to the date of redemption,to-wit:
City of Round Rock, Texas General Obligation and Refunding Bonds, Series 2004, maturing on
August 15 in each of the years 2014 through 2024,aggregating$12,810,000 in principal amount.
Maturity Principal Interest Redemption CUSIP
Aueust 15 Amount Rate Date Number*
2014 $ 1,095,000 4.000% August 15,2013 779222 Q 92
2015 1,140,000 4.000% August 15,2013 779222 R 26
2016 1,185,000 4.000% August 15,2013 779222 R 34
2017 1,230,000 5.000% August 15,2013 779222 R 42
2018 1,295,000 5.000% August 15,2013 779222 R 59
2019 1,355,000 5.000% August 15,2013 779222 R 67
2020 1,425,000 5.250% August 15,2013 779222 R 75
2021 1,500,000 5.250% August 15,2013 779222 R 83
2022 820,000 5.000% August 15,2013 779222 R 91
2023 860,000 5.000% August 15,2013 779222 S 25
2024 905,000 5.250% August 15,2013 779222 S 33
*The CUSIP Numbers have been assigned to this issue by the CUSIP Service Bureau and are included solely for the convenienceof the owners of the
Obligations. The City shall not be responsible for the selection or the correctness of the CUSIP numbers set forth herein.
The redemption price for the above Obligations is par plus accrued interest to the date fixed for redemption.
Such Obligations shall be redeemed on and shall not longer bear interest after the redemption date.Due provision for the
payment of the obligations described above has been made with The Bank of New York Mellon Trust Company,N.A.,
Dallas, Texas (the 'Bank"), and said obligations shall be presented for payment either in person or by mail, at the
following address:
First Class/ReQistered/Certified Mail By Overnieht or Courier By Hand
The Bank of New York Mellon The Bank of New York Mellon The Bank of New York Mellon
Trust Company,N.A. Trust Company,N.A. Trust Company,N.A.
Institutional Trust Services Institutional Trust Services GIS Unit Trust Window
P.O.Box 2320 2001 Bryan Street,9t'Floor 4 New York Plaza, 1st Floor
Dallas,Texas 75221-2320 Dallas,Texas 75201 New York,NY 10004
In compliance with section 3406 of the Internal Revenue Code of 1986,as amended,payors making certain
payments due on debt securities may be obligated to deduct and withhold a portion of such payment from the remittance
to any payee who has failed to provide such payor with a valid taxpayer identification number. To avoid the imposition
of this withholding tax, such payees should submit a certified taxpayer identification number when surrendering the
Obligations for redemption.
CITY OF ROUND ROCK,TEXAS
RoundRocl&GORB\2011: PricingCert C-2
EXHIBIT D
FORM OF BOND
R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
CITY OF ROUND ROCK,TEXAS $
GENERAL OBLIGATION REFUNDING BOND, SERIES 2011
INTEREST RATE MATURITY DATE DATE OF BOND CUSIP NO.
October 15, 2011
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
ON THE MATURITY DATE specified above,the CITY OF ROUND ROCK,TEXAS
(the"Issuer"),being a political subdivision and municipal corporation of the State of Texas,hereby
promises to pay to the Registered Owner specified above,or registered assigns(hereinafter called the
"Registered Owner"),the Principal Amount specified above,and to pay interest thereon(calculated
on the basis of a 360-day year of twelve 30-day months)from the Date of Bond at the Interest Rate
per annum specified above,payable on February 15,2012,and semiannually on each August 15 and
February 15 thereafter to the Maturity Date specified above, or the date of redemption prior to
maturity;except that if this Bond is required to be authenticated and the date of its authentication is
later than the first Record Date(hereinafter defined),such Principal Amount shall bear interest from
the interest payment date next preceding the date of authentication,unless such date of authentication
is after any Record Date but on or before the next following interest payment date, in which case
such principal amount shall bear interest from such next following interest payment date;provided,
however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any,for
which this Bond is being exchanged is due but has not been paid,then this Bond shall bear interest
from the date to which such interest has been paid in full. Notwithstanding the foregoing,during any
period in which ownership of the Bonds is determined only by a book entry at a securities depository
for the Bonds,any payment to the securities depository,or its nominee or registered assigns,shall be
made in accordance with existing arrangements between the Issuer and the securities depository.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the
United States of America,without exchange or collection charges. The principal of this Bond shall
be paid to the Registered Owner hereof upon presentation and surrender of this Bond at maturity or
upon the date fixed for its redemption prior to maturity,at the designated office for payment of The
Bank of New York Mellon Trust Company,Dallas,Texas which is the"Paying Agent/Registrar"for
this Bond. The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the
Registered Owner hereof on each interest payment date by check,dated as of such interest payment
date,drawn by the Paying Agent/Registrar on,and payable solely from,funds of the Issuer required
RoundRockGORM2011: PricingCer[ D-1
by the Ordinance authorizing the issuance of this Bond(the'Bond Ordinance")to be on deposit with
the Paying Agent/Registrar for such purpose as hereinafter provided;and such check shall be sent by
the Paying Agent/Registrar by United States mail,first-class postage prepaid,on each such interest
payment date,to the Registered Owner hereof,at its address as it appeared on the last business day of
the month next preceding each such date(the"Record Date")on the Registration Books kept by the
Paying Agent/Registrar, as hereinafter described. In the event of a non-payment of interest on a
scheduled payment date, and for 30 days thereafter, a new record date for such interest payment(a
"Special Record Date")will be established by the Paying Agent/Registrar if and when funds for the
payment of such interest have been received from the Issuer. Notice of the Special Record Date and
of the scheduled payment date of the past due interest(the"Special Payment Date"which shall be 15 .
days after the Special Record Date) shall be sent at least five business days prior to the Special
Record Date by United States mail, first class, postage prepaid, to the address of each Registered
Owner appearing on the Registration Books of the Paying Agent/Registrar at the close of business on
the last business day next preceding the date of mailing of such notice. Any accrued interest due
upon the redemption 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 Issuer covenants with the Registered Owner of this Bond that
on or before each principal payment date,interest payment date,and accrued interest payment date
for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and Sinking
Fund"referred to in and maintained by the Bond Ordinance,the amounts required to provide for the
payment, in immediately available funds, of all principal of and interest on the Bonds, when due.
Terms used in this Bond and not otherwise defined shall have the meaning given in the Bond
Ordinance.
DURING ANY PERIOD in which ownership of the Bonds is determined only by a book
entry at a securities depository for the Bonds,if fewer than all of the Bonds of the same maturity and
bearing the same interest rate are to be redeemed,the particular Bonds of such maturity and bearing
such interest rate shall be selected in accordance with the arrangements between the Issuer and the
securities depository.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday,Sunday,legal holiday,or day on which banking institutions in the city where the principal
office for payment of the Paying Agent/Registrar is located are authorized by law or executive order
to close,or the United States Postal Service is not open for business(each a"Non-Business Day"),
then the date for such payment shall be the next succeeding day which is not a Non-Business Day,
and payment on such date shall have the same force and effect as if made on the original date
payment was due.
THIS BOND is one of a series of Bonds dated as of October 15,2011 and authorized to be
issued pursuant to the Bond Ordinance adopted by the City Council of the City in the principal
amount of $19,580,000 for the purpose of providing funds for (i) refunding the Refunded
Obligations and(ii)paying the costs of issuing the Bonds.
RoundRockGORM2011: PricingCert D_2
ON AUGUST 15,2020 OR ON ANY DATE THEREAFTER,the Bonds maturing on and
after August 15,2021 may be redeemed prior to their scheduled maturities,at the option of the City,
with funds derived from any available and lawful source,at a redemption price equal to the principal
amount to be redeemed plus accrued interest to the date fixed for redemption as a whole, or from
time to time in part,and,if in part,the particular Bonds,or portions thereof,to be redeemed shall be
selected and designated by the City,and if less than all of a maturity is to be redeemed the Paying
Agent/Registrar shall determine by lot the Bonds, or portions thereof within such maturity to be
redeemed(provided that a portion of a Bond may be redeemed only in integral multiples of$5,000 of
principal amount).
AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof
prior to maturity,a written notice of such redemption shall be sent by the Paying Agent/Registrar by
United States mail,first-class postage prepaid,to the Registered Owner of each Bond to be redeemed
at its address as it appeared on the Registration Books maintained by the Paying Agent/Registrar on
the day such notice of redemption is mailed. By the date fixed for any such redemption, due
provision shall be made with the Paying Agent/Registrar for the payment of the required redemption
price for the Bonds or portions thereof which are to be so redeemed. If such written notice of
redemption is mailed and if due provision for such payment is made, all as provided above, the
Bonds or portions thereof which are to be so redeemed thereby automatically shall be treated as
redeemed prior to their scheduled maturities,and they shall not bear interest after the date fixed for
redemption,and they shall not be regarded as being outstanding except for the right of the Registered
Owner to receive the redemption price from the Paying Agent/Registrar out of the funds provided for
such payment. If a portion of any Bond shall be redeemed a substitute Bond or Bonds having the
same maturity date,bearing interest at the same rate, in any denomination or denominations in any
integral multiple of$5,000, at the written request of the Registered Owner, and in an aggregate
principal amount equal to the unredeemed portion thereof, will be issued to the Registered Owner
upon the surrender thereof for cancellation,at the expense of the Issuer,all as provided in the Bond
Ordinance.
ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without
interest coupons, in the denomination of any integral multiple of $5,000 (an "Authorized
Denomination"). As provided in the Bond Ordinance,this Bond,or any unredeemed portion hereof,
may, at the request of the Registered Owner or the assignee or assignees hereof, be assigned,
transferred and exchanged for a like aggregate principal amount of fully registered Bonds,without
interest coupons,payable to the appropriate Registered Owner,assignee or assignees,as the case may
be,having the same denomination or denominations in any integral multiple of$5,000 as requested
in writing by the appropriate Registered Owner, assignee or assignees, as the case may be, upon
surrender of this Bond to the Paying Agent/Registrar for cancellation,all in accordance with the form
and procedures set forth in the Bond Ordinance. Among other requirements for such assignment and
transfer,this Bond must be presented and surrendered to the Paying Agent/Registrar,together with
proper instruments of assignment,in form and with guarantee of signatures satisfactory to the Paying
Agent/Registrar,evidencing assignment of this Bond or any portion or portions hereof in any integral
multiple of$5,000 to the assignee or assignees in whose name or names this Bond or any such
portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on
this Bond may be executed by the Registered Owner to evidence the assignment hereof, but such
method is not exclusive, and other instruments of assignment satisfactory to the Paying
RoundRockGORM2011: PricingCert D-3
Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions
hereof from time to time by the Registered Owner. The Paying Agent/Registrar's reasonable
standard or customary fees and charges for transferring and exchanging any Bond or portion thereof
shall be paid by the City, but any taxes or governmental charges required to be paid with respect
thereto shall be paid by the one requesting such assignment, transfer or exchange as a condition
precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to
make any such transfer or exchange(i)during the period commencing with the close of business on
any Record Date and ending with the opening of business on the next following principal or interest
payment date,or, (ii)with respect to any Bond or any portion thereof called for redemption prior to
maturity,within 45 days prior to its redemption date;provided,however,such limitation of transfer
shall not be applicable to an exchange by the Registered Owner of an unredeemed balance of a Bond
called for redemption in part.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds,the foregoing requirements of holding,delivering or transferring
this Bond shall be modified to require the appropriate person or entity to meet the requirements of
the securities depository as to registering or transferring the book entry to produce the same effect.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the City,resigns
or otherwise ceases to act as such,the City has covenanted in the Bond Ordinance that it promptly
will appoint a competent and legally qualified substitute therefor,and cause written notice 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 payable from
ad valorem taxes, within the limits prescribed by law.
BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby
acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for
inspection in the official minutes and records of the governing body of the Issuer and agrees that the
terms and provisions of this Bond and the Bond Ordinance constitute a contract between each
Registered Owner hereof and the City.
IN WITNESS WHEREOF,the City has caused this Bond to be signed with the manual or
facsimile signature of the Mayor of the City, and countersigned with the manual or facsimile
signature of the City Secretary of the City and the official seal of the City has been duly impressed,
or placed in facsimile, on this Bond.
City Secretary, City of Round Rock, Texas Mayor, City of Round Rock, Texas
RoundRockGORM2011: PricingCert D-4
(CITY SEAL)
FORM OF REGISTRATION CERTIFICATE
OF THE COMPTROLLER OF PUBLIC ACCOUNTS:
COMPTROLLER'S REGISTRATION CERTIFICATE:
REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity,and approved by
the Attorney General of the State of Texas,and that this Bond has been registered by the Comptroller
of Public Accounts of the State of Texas.
Witness my signature and seal this
(COMPTROLLER'S SEAL) Comptroller of Public Accounts
of the State of Texas
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed Registration
Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond
Ordinance described in the text of this Bond; and that this Bond has been issued in exchange for a
bond or bonds, or a portion of a bond or bonds of a series which originally was approved by the
Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the
State of Texas.
Dated: THE BANK OF NEW YORK MELLON TRUST
COMPANY,N.A.
Dallas, Texas
Paying Agent/Registrar
By
Authorized Representative
FORM OF ASSIGNMENT:
ASSIGNMENT
RoundRockGORM2011: PricingCert D-5
FOR VALUE RECEIVED, the undersigned Registered Owner of this Bond, or duly
authorized representative or attorney thereof, hereby sells, assigns and transfers this Bond and all
rights hereunder unto
(Assignee's Social Security or (Please print or typewrite Assignee's name and address,
Taxpayer Identification Number) including zip code)
and hereby irrevocably constitutes and appoints
attorney to transfer the registration of this Bond on the Paying Agent/Registrar's Registration Books
with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a NOTICE:The signature above must correspond with
member firm of the New York Stock Exchange or a the name of the Registered Owner as it appears upon
commercial bank or trustcompany. the front of this Bond in every particular, without
alteration or enlargement or any change whatsoever.
INSERTIONS FOR THE INITIAL BONDS
(i) The initial Current Interest Bonds shall be in the form set forth in this Exhibit, except that:
A. immediately under the name of the Bond, the headings "INTEREST RATE" and
"MATURITY DATE" shall both be completed with the words "As shown below" and
"CUSIP NO." shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"ON THE MATURITY DATE SPECIFIED ABOVE,the City of Round Rock,Texas(the
"Issuer"),being a political subdivision, hereby promises to pay to the Registered Owner specified
above,or registered assigns(hereinafter called the"Registered Owner"),on August 15 in each of the
years, in the principal installments and bearing interest at the per annum rates set forth in the
following schedule:
Years Principal Installments Interest Rates
(Information for the Current Interest Bonds from the Pricing Certificate to be inserted)
The Issuer promises to pay interest on the unpaid principal amount hereof(calculated on the basis of
a 360-day year of twelve 30-day months) from the Date of Bond at the respective Interest Rate per
annum specified above. Interest is payable on February 15,2012 and semiannually on each August
15 and February 15 thereafter to the date of payment of the principal installment specified above;
except,that if this Bond is required to be authenticated and the date of its authentication is later than
RoundRo&GOR13\2011: PricingCert D-6
the first Record Date(hereinafter defined),such principal amount shall bear interest from the interest
payment date next preceding the date of authentication,unless such date of authentication is after any
Record Date but on or before the next following interest payment date,in which case such principal
amount shall bear interest from such next following interest payment date;provided,however,that if
on the date of authentication hereof the interest on the Bond or Bonds,if any,for which this Bond is
being exchanged is due but has not been paid, then this Bond shall bear interest from the date to
which such interest has been paid in full."
C. The initial Bond shall be numbered "T-1."
RoundRocbGORM2011: PricingCert D-7
ROUND ROCK,TEXAS City Council Agenda Summary Sheet
PURPOSE.PASSION.PROSPERITY.
Agenda Item No. 9D6.
Consider an "Ordinance authorizing the issuance of City of Round Rock, Texas General
Obligation Refunding Bonds, Series 2011; Approving an Official Statement, a Paying
Agent/Registrar Agreement, a Bond Purchase Agreement and an Escrow Agreement;
Establishing the Procedures for Selling and Delivering the Bonds; and Authorizing Other
Agenda Caption: Matters Relating to the Bonds." (First Reading)
Meeting Date: October 27, 2011
Department: Finance
Staff Person making presentation: Cheryl Delaney
Finance Director
Item Summary:
The City will be refunding approximately $19.9 million in General Obligation Refunding Bonds. The City has an
opportunity to refinance and payoff a portion of its general obligation outstanding debt.The estimated debt service
savings are$1.741 million.
We will use the negotiated sale method, where underwriters are chosen in advance of the actual bond sale. The
amortization term and minimum savings are stipulated in advance. Our terms are to achieve at least a 3%savings on
the refunding. Due to the current market conditions where rates continue to fluctuate, the negotiated sale method
ensures the City a favorable rate structure.
Cost:
Source of Funds: General Debt Service Fund
Date of Public Hearing(if required): N/A
Recommended Action: Approval