G-14-01-23-H1 - 1/23/2014ORDINANCE NO. G -14-01-23-H1
ORDINANCE AUTHORIZING THE ISSUANCE OF ONE OR MORE SERIES OF CITY
OF ROUND ROCK, TEXAS GENERAL OBLIGATION BONDS; APPROVING AN
OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT, A BOND
PURCHASE AGREEMENT AND OTHER RELATED DOCUMENTS; ESTABLISHING
THE PROCEDURES FOR SELLING AND DELIVERING ONE OR MORE SERIES OF
THE BONDS; AND AUTHORIZING OTHER MATTERS RELATING TO THE BONDS
Adopted January 23, 2014
RoundRockGO\Del\ 14: Ordinance
TABLE OF CONTENTS
Page
Section 1 Recitals 2
Section 2 Definitions 2
Section 3 Amount, Name, Purpose, and Authorization 2
Section 4 Date, Denomination, Maturities, Numbers, Interest and Redemption2
Section 5 Redemption. 4
(a) Right of Redemption 4
(b) Notice of Redemption to Bondholder 5
(c) Effect of Redemption 5
(d) Conditional Notice of Redemption 5
Section 6 Characteristics of the Bond 6
(a) Registration, Transfer, Conversion and Exchange; 6
Authentication
(b) Payment of Bond and Interest 6
(c) In General 7
(d) Substitute Paying Agent/Registrar 7
(e) Designation as Qualified Tax -Exempt Bonds 8
(f) Book -Entry -Only -System 8
(g) Successor Securities Depository; Transfer Outside Book -Entry -
Only System 9
(h) Payments to Cede & Co 9
(i) DTC Blanket Letter of Representations 9
(j) Cancellation of Initial Bond 9
Section 7 Form of Bonds 10
Section 8 Tax Levy 19
Section 9 Defeasance of Bonds 20
Section 10 Damaged, Mutilated, Lost, Stolen, or Destroyed Bonds 21
(a) Replacement Bonds 21
(b) Application for Replacement Bonds 21
(c) No Default Occurred 21
(d) Charge for Issuing Replacement Bonds 22
RoundRockGO&RB\De1\14: Ordinance i
(e) Authority for Issuing Replacement Bonds 22
Section 11 Custody, Approval, and Registration of Bond; Bond Counsel's
Opinion 22
Section 12 Covenants Regarding Tax Exemption of Interest on the Bond 22
(a) Covenants 22
(b) Rebate fund 24
(c) Proceeds 24
(d) Disposition of Project 24
Section 13 Sale of Bond 25
Approval of Paying Agent/Registrar Agreement 25
Section 14
Section 15 Credit Agreement 26
Section 16 Approval of Official Statement 26
Section 17 Insurance Provisions 26
Section 18 Continuing Disclosure Undertaking 26
(a) Annual Reports 26
(b) Event Notices 27
(c) Limitations, Disclaimers, and Amendments 27
Section 19 Amendment of Ordinance 29
Section 20 Remedies in Event of Default 31
Section 21 No Recourse Against City Officials 31
Section 22 Further Actions 31
Section 23 Perfection 32
Section 24 Interpretations 32
Section 25 Inconsistent Provisions 32
Section 26 Interested Parties 32
RoundRockGO&RB\Del\14: Ordinance 11
Section 27 Severability 32
Section 28 Funds and Accounts 33
Section 29 Repealer 33
Section 30 Effective Date 33
Section 31 Payment of Attorney General Fee 33
Exhibit "A" Definitions
RoundRockGO&RB\De1\14: Ordinance
iii
ORDINANCE NO.
ORDINANCE AUTHORIZING THE ISSUANCE OF ONE OR MORE SERIES OF CITY
OF ROUND ROCK, TEXAS GENERAL OBLIGATION BONDS; APPROVING AN
OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT, A BOND
PURCHASE AGREEMENT AND OTHER RELATED DOCUMENTS; ESTABLISHING
THE PROCEDURES FOR SELLING AND DELIVERING ONE OR MORE SERIES OF
THE BONDS; AND AUTHORIZING OTHER MATTERS RELATING TO THE BONDS
THE STATE OF TEXAS
COUNTIES OF WILLIAMSON AND TRAVIS
CITY OF ROUND ROCK
§
§
§
WHEREAS, at an election held within the City of Round Rock, Texas (the "City") on
November 5, 2013 the voters of the City authorized the City Council of the City to issue in one or
more series the bonds set forth in the propositions (collectively, the "Propositions") set forth
below:
PROPOSITION 1
Shall the City Council of the City of Round Rock, Texas, be authorized to issue
the bonds of the City, in one or more series, in the aggregate principal amount
of $16,500,000 with the bonds of each such series, respectively, to mature serially
within not to exceed thirty years from their date, and to be sold at such prices and
bear interest at such rates, as shall be determined within the discretion of the City
Council, in accordance with law at the time of issuance, for the purpose of
constructing, improving, renovating and equipping City fire department facilities
including the acquisition of any necessary sites and fire apparatus and related
water, wastewater, drainage, streets, sidewalks, parking infrastructure and other
related costs; and shall said City Council be authorized to levy and cause to be
assessed and collected annual ad valorem taxes on all taxable property in the City
in an amount sufficient to pay the annual interest on said bonds and provide a
sinking fund to pay the bonds at maturity?
PROPOSITION H
Shall the City Council of the City of Round Rock, Texas, be authorized to issue
the bonds of the City, in one or more series, in the aggregate principal amount of
$56,500,000 with the bonds of each such series, respectively, to mature serially
within not to exceed thirty years from their date, and to be sold at such prices and
bear interest at such rates, as shall be determined within the discretion of the City
Council, in accordance with law at the time of issuance, for the purpose of
constructing, acquiring, improving, renovating, equipping, and/or developing land,
buildings and facilities for City park and recreational purposes; and shall said City
RoundRockGO\Del\14: Ordinance
Council be authorized to levy and cause to be assessed and collected annual ad
valorem taxes on all taxable property in the City in an amount sufficient to pay the
annual interest on said bonds and provide a sinking fund to pay the bonds at
maturity?
PROPOSITION HI
Shall the City Council of the City of Round Rock, Texas, be authorized to issue
the bonds of the City, in one or more series, in the aggregate principal amount of
$23,200,000 with the bonds of each such series, respectively, to mature serially
within not to exceed thirty years from their date, and to be sold at such prices
and bear interest at such rates, as shall be determined within the discretion of the
City Council, in accordance with law at the time of issuance, for the purpose of
constructing, renovating, improving, and equipping existing and/or additional City
library facilities including acquisition of any necessary sites and related water,
wastewater, drainage, streets, sidewalks, parking infrastructure and other related
costs; and shall said City Council be authorized to levy and cause to be assessed
and collected annual ad valorem taxes on all taxable property in the City in an
amount sufficient to pay the annual interest on said bonds and provide a sinking
fund to pay the bonds at maturity?
PROPOSITION I V
Shall the City Council of the City of Round Rock, Texas, be authorized to issue
the bonds of the City, in one or more series, in the aggregate principal amount of
$27,400,000 with the bonds of each such series, respectively, to mature serially
within not to exceed thirty years from their date, and to be sold at such prices and
bear interest at such rates, as shall be determined within the discretion of the City
Council, in accordance with law at the time of issuance, for the purpose of
constructing, improving, renovating and equipping joint City police and fire
department training facilities including the acquisition of any necessary sites and
related water, wastewater, drainage, streets, sidewalks, parking infrastructure and
other related costs; and shall said City Council be authorized to levy and cause to
be assessed and collected annual ad valorem taxes on all taxable property in the
City in an amount sufficient to pay the annual interest on said bonds and provide a
sinking fund to pay the bonds at maturity?
WHEREAS, the Bonds authorized by this Ordinance are being issued and delivered
pursuant to the City Charter and Chapters 1251, 1331 and 1371 of the Texas Government Code,
as amended, and other applicable laws: and
WHEREAS, it is hereby officially found and determined that the meeting at which this
Ordinance was passed was open to the public, and public notice of the time, place and purpose of
the meeting was given, all as required by Chapter 551, Texas Government Code.
RoundRockG01De1114: Ordinance 2
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. One or
more series of the Bonds designated the "CITY OF ROUND ROCK, TEXAS GENERAL
OBLIGATION BONDS," are hereby authorized to be issued and delivered in accordance with
the Constitution and laws of the State of Texas, particularly Chapters 1251, 1331 and 1371 of the
Texas Government Code, as amended, and the Charter of the City and the Propositions approved
by the voters. One or more series of the Bonds shall be issued in the aggregate principal amount
not to exceed $71,000,000 for the purpose or purposes of (i) providing funds for the Propositions
as follows: (a) not to exceed $7,000,000 aggregate principal amount of Bonds from Proposition
I, (b) not to exceed $46,200,000 aggregate principal amount of Bonds from Proposition II, (c)
not to exceed $1,500,000 aggregate principal amount of Bonds from Proposition III and (d) not
to exceed $16,300,000 aggregate principal amount of Bonds from Proposition IV and (ii) paying
the costs of issuing the Bonds as further set forth in each Pricing Certificate.
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 Taxable Bonds or
Tax -Exempt Bonds and 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, 2039, 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 one or more series of the Bonds shall expire at 5:00 P.M. central time on January
23, 2015. Bonds priced on or before January 23, 2015 may close after such date.
(b) As authorized by Chapter 1371, Texas Government Code, as amended, the Pricing
Officer is hereby authorized to act on behalf of the City in selling and delivering one or more
series of the Bonds, and carrying out the other procedures specified in this Ordinance, including
determining and fixing the Bonds as Taxable Bonds or Tax -Exempt Bonds, the date of each series
of the Bonds, any additional or different designation or title by which each series of the Bonds
RoundRockGO\Del\14: Ordinance 3
shall be known, the price at which one or more series of the Bonds will be sold, the years in which
one or more series of 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 each series of 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 each
series of the Bonds and the voted authorization utilized, all of which shall be specified in each
Pricing Certificate; provided that (i) the price to be paid for the Bonds shall not be less than 90%
of the aggregate original principal amount thereof plus accrued interest thereon from its date to its
delivery and (ii) none of the Bonds shall bear interest at a rate, or yield in the case of Premium
Compound Interest Bonds, greater than the maximum authorized by law. In establishing the
aggregate principal amount of the Bonds, the Pricing Officer shall establish an amount not to
exceed the amount authorized in Section 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.
In satisfaction of Section 1201.022(a)(3), Texas Government Code, the City Council
hereby determines that the delegation of the authority to the Pricing Officer to approve the
method of sale and final terms and conditions of each series of the Bonds as set forth in this
Ordinance is, and the decisions made by the Pricing Officer pursuant to such delegated authority
and incorporated in each Pricing Certificate will be, in the City's best interest and shall have the
same force and effect as if such determination were made by the City Council, and the Pricing
Officer is hereby authorized to make and include in each Pricing Certificate an appropriate finding
to that effect. Each Pricing Certificate is hereby incorporated by reference into and made a part
of this Ordinance.
(c) To achieve advantageous borrowing costs for the City, each series of the Bonds
shall be sold on a negotiated, placement or competitive basis as determined by the Pricing Officer
in each Pricing Certificate. In determining whether to sell each series of the Bonds by a
negotiated, placement or competitive sale, the Pricing Officer shall take into account the financial
condition of the City, any material disclosure issues which might exist at the time, the market
conditions expected at the time of the sale and any other matters which, in the judgment of the
Pricing Officer, might affect the net borrowing costs on each series of the Bonds.
If the Pricing Officer determines that a series of the Bonds should be sold at a competitive
sale, the Pricing Officer shall cause to be prepared a notice of sale and official statement in such
manner as the Pricing Officer deems appropriate, to make the notice of sale and official statement
available to those institutions and firms wishing to submit a bid for the Bonds, to receive such
bids, and to Pricing the sale of the Bonds to the bidder submitting the best bid in accordance with
the provisions of the notice of sale.
If the Pricing Officer determines that a Series of the Bonds should be sold by a negotiated
sale or placement, the Pricing Officer shall designate the placement purchaser or the senior
managing underwriter for the Bonds and such additional investment banking firms as the Pricing
Officer deems appropriate to assure that the Bonds are sold on the most advantageous terms.
RoundRockGO\Del\14: Ordinance 4
The Pricing Officer, acting for and on behalf of the City, is authorized to enter into and carry out
a bond purchase contract or other agreement for the Bonds to be sold by negotiated sale or
placement at such price, with and subject to such terms as determined by the Pricing Officer
pursuant to Section 4(b) above. Each bond purchase contract or other agreement shall be
substantially in the form and substance previously approved by the City in connection with
previous refunding with such changes as the Pricing Officer executing the same may approve,
such approval to be received by execution of such contract or agreement including any provisions
determined to be necessary by the Pricing Officer and Bond Counsel in the event that such Series
of Bonds is being sold in a forward delivery transaction.
(d) 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 each Pricing Certificate.
The Premium Compound Interest Bonds shall bear interest from the Issuance Date,
calculated on the basis of a 360 -day year composed of twelve 30 -day months (subject to rounding
to the Compounded Amounts thereof), compounded on the Compounding Dates as set forth in
the Pricing Certificate, and payable, together with the principal amount thereof, in the manner
provided in the Form of Bonds at the rates set forth in the Pricing Certificate. Attached to the
Pricing Certificate, if Premium Compound Interest Bonds are to be issued, shall be the Accretion
Table. The Accreted Value with respect to any date other than a Compounding Date is the
amount set forth on the Accretion Table with respect to the last preceding Compounding Date,
plus the portion of the difference between such amount and the amount set forth on the Accretion
Table with respect to the next succeeding Compounding Date that the number of days (based on
30 -day months) from such last preceding Compounding Date to the date for which such
determination is being calculated bears to the total number of days (based on 30 -day months)
from such last preceding Compounding Date to the next succeeding Compounding Date.
Section 5. REDEMPTION. (a) Right of Redemption. The City reserves the right, at
its option, to redeem the Bonds as set forth in the FORM OF BOND and each 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
RoundRockGO\Del\14: Ordinance 5
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
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
RoundRockGO\De1\14: Ordinance 6
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
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.
RoundRockGO\Del\14: Ordinance 7
(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 Clerk, 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 Paying Agent/Registrar. The City covenants with the Registered
Owners of the Bonds that at all times while the Bonds are outstanding the City will provide a
competent and legally qualified bank, trust company, financial institution, or other agency to act
as and perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and
that the Paying Agent/Registrar will be one entity. The City reserves the right to, and may, at its
option, change the Paying Agent/Registrar upon not less than 30 days written notice to the Paying
Agent/Registrar, to be effective at such time which will not disrupt or delay payment on the next
principal or interest payment date after such notice. In the event that the entity at any time acting
as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign
or otherwise cease to act as such, the City covenants that promptly it will appoint a competent
and legally qualified bank, trust company, financial institution, or other agency to act as Paying
Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the
previous Paying Agent/Registrar promptly shall transfer and deliver the Register (or a copy
thereof), along with all other pertinent Bonds and records relating to the Bonds, to the new
Paying Agent/Registrar designated and appointed by the City. Upon any change in the Paying
Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the new
Paying Agent/Registrar to each Registered Owner of the Bonds, by United States mail, first-class
postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By
accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to
have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be
delivered to each Paying Agent/Registrar.
(e) Book -Entry -Only System. The Bonds issued in exchange for the Bonds initially
issued as provided in Section 6(i) shall be issued in the form of a separate single fully registered
Bond for each of the maturities thereof registered in the name of Cede & Co., as nominee of the
Depository Trust Company of New York ("DTC") and except as provided in subsection (f)
RoundRockGO\Del\14: Ordinance 8
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
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
RoundRockGO\Del\14: Ordinance 9
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 Clerk, 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,
respectively, substantially as follows, with such appropriate variations, omissions, or insertions as
are permitted or required by this Ordinance.
R -
FORM OF BONDS*
UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
CITY OF ROUND ROCK, TEXAS $
GENERAL OBLIGATION BONDS, SERIES
[FORM OF FIRST PARAGRAPHS OF CURRENT INTEREST BONDS] *
INTEREST RATE MATURITY DATE DATE OF BOND CUSIP NO.
*
* As provided in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent with any provisions in this
Form of Bond or contains information to complete missing information in this Forth of Bond, the language in the Pricing Certificate shall be used in
the executed Bonds.
RoundRockGO\Del\ 14: Ordinance
10
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.
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
RoundRockGO\Del\ 14: Ordinance
11
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
OF PREMIUM COMPOUND INTEREST BONDI*
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
* As provided in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent with any provisions in this
Form of Bond or contains information to complete missing information in this Form of Bond, the language in the Pricing Certificate shall be used in
the executed Bonds.
RoundRockGO\Del\ 14: Ordinance
12
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
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 or purposes of (i) providing funds for one
* As provided in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent with any provisions in this
Form of Bond or contains information to complete missing information in this Fonn of Bond, the language in the Pricing 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 the Pricing Officer
in the Pricing Certificate.
RoundRockGO\Del\ 14: Ordinance
13
or more of the Propositions and (ii) paying the costs of issuing the Bonds as further set forth in
each Pricing Certificate.
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
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.1 *
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
* As provided in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent with any provisions in this
Form of Bond or contains information to complete missing information in this Form of Bond, the language in the Pricing Certificate shall be used in
the executed Bonds.
RoundRockGO\Del\ 14: Ordinance
14
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 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.
RoundRockGO\Del\ 14: Ordinance
15
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or
transferring this Bond shall be modified to require the appropriate person or entity to meet the
requirements of the securities depository as to registering or transferring the book entry to
produce the same effect.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the City,
resigns or otherwise ceases to act as such, the City has covenanted in the 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 Clerk 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 Clerk, 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.
RoundRockGO\Del\ 14: Ordinance
16
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
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)
RoundRockGO\Del\14: Ordinance 17
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*
(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
* As provided in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent with any provisions in this
Form of Bond or contains information to complete missing information in this Form of Bond, the language in the Pricing Certificate shall be used in
the executed Bonds.
RoundRockGO\Del\ 14: Ordinance
18
authentication is later than the first Record Date (hereinafter defined), such principal amount shall
bear interest from the interest payment date next preceding the date of authentication, unless such
date of authentication is after any Record Date but on or before the next following interest
payment date, in which case such principal amount shall bear interest from such next following
interest payment date; provided, however, that if on the date of authentication hereof the interest
on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been
paid, then this Bond shall bear interest from the date to which such interest has been paid in full."
C. The initial Bond shall be numbered "T-1."
(ii) The Initial Compound Interest Bond shall be in the form set forth in this Section, except
that:
A. immediately under the name of the Bond, the headings "INTEREST RATE" and
"MATURITY DATE" shall both be completed with the words "As shown below" and
"CUSIP NO. " shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"THE CITY OF 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
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
* As provided in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent with any provisions in this
Form of Bond or contains information to complete missing information in this Form of Bond, the language in the Pricing Certificate shall be used in
the executed Bonds.
RoundRockGO\Del\14: Ordinance 19
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.
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
RoundRockG0\De1114: Ordinance
20
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
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
RoundRockGO\Del\ 14: Ordinance
21
Agent/Registrar such security or indemnity as may be required by them to save each of them
harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or
destruction of a Bond, the Registered Owner shall furnish to the City and to the Paying
Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Bond, as
the case may be. In every case of damage or mutilation of a Bond, the Registered Owner shall
surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in
the event any such Bond shall have matured, and no default has occurred which is then continuing
in the payment of the principal of, redemption premium, if any, or interest on the Bond, the City
may authorize the payment of the same (without surrender thereof except in the case of a
damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or
indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement
Bond, the Paying Agent/Registrar shall charge the Registered Owner of such Bond with all legal,
printing, and other expenses in connection therewith. Every replacement Bond issued pursuant
to the provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed
shall constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed
Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the
benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued
under this Ordinance.
(e) Authority for Issuing Replacement Bonds. In accordance with Subchapter D of
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.
RoundRockGO\Del\ 14: Ordinance
22
Section 12. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THE TAX-EXEMPT BONDS. (a) Covenants. The City covenants to take any action
necessary to assure, or refrain from any action which would adversely affect, the treatment of the
Tax -Exempt Bonds as obligations described in section 103 of the Internal Revenue Code of 1986,
as amended (the "Code"), the interest on which is not includable in the "gross income" of the
holder for purposes of federal income taxation. In furtherance thereof, the City covenants as
follows:
(1) to take any action to assure that no more than 10 percent of the proceeds of
the Tax -Exempt Bonds or the projects financed therewith (less amounts deposited to a
reserve fund, if any) are used for any "private business use," as defined in section
141(b)(6) of the Code or, if more than 10 percent of the proceeds or the projects financed
therewith are so used, such amounts, whether or not received by the City, with respect to
such private business use, do not, under the terms of this Ordinance or any underlying
arrangement, directly or indirectly, secure or provide for the payment of more than 10
percent of the debt service on the Tax -Exempt Bonds, in contravention of section
141(b)(2) of the Code;
(2) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Tax -Exempt
Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if
any) then the amount in excess of 5 percent is used for a "private business use" which is
"related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code,
to the governmental use;
(3) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Tax -Exempt Bonds (less amounts
deposited into a reserve fund, if any) is directly or indirectly used to finance loans to
persons, other than state or local governmental units, in contravention of section 141(c) of
the Code;
(4) to refrain from taking any action which would otherwise result in the
Tax -Exempt Bonds being treated as "private activity bonds" within the meaning of section
141(b) of the Code;
(5) to refrain from taking any action that would result in the Tax -Exempt Bonds
being "federally guaranteed" within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion of the proceeds of the Tax -Exempt 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 Tax -Exempt Bonds, other than
investment property acquired with --
RoundRockGO\Del\14: Ordinance 23
(A) proceeds of the Tax -Exempt Bonds invested for a reasonable
temporary period of 3 years or less or, in the case of a refunding bond, for a period
of 90 days or less until such proceeds are needed for the purpose for which the
Tax -Exempt Bonds are issued,
(B) amounts invested in a bona fide debt service fund, within the meaning
of section 1.148-1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Tax -Exempt Bonds;
(7) to otherwise restrict the use of the proceeds of the Tax -Exempt Bonds or
amounts treated as proceeds of the Tax -Exempt Bonds, as may be necessary, so that the
Tax -Exempt Bonds do not otherwise contravene the requirements of section 148 of the
Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code
(relating to advance refundings); and
(8) to pay to the United States of America at least once during each five-year
period (beginning on the date of delivery of the Tax -Exempt Bonds) an amount that is at
least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(0 of
the Code and to pay to the United States of America, not later than 60 days after the
Tax -Exempt Bonds have been paid in full, 100 percent of the amount then required to be
paid as a result of Excess Earnings under section 148(0 of the Code.
(b) Rebate Fund. In Ordinance to facilitate compliance with the above covenant (8), a
"Rebate Fund" is hereby established by the City for the sole benefit of the United States of
America, and such fund shall not be subject to the claim of any other person, including without
limitation the bondholders. The Rebate Fund is established for the additional purpose of
compliance with section 148 of the Code.
(c) Proceeds. The City understands that the term "proceeds" includes "disposition
proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred
proceeds (if any) and proceeds of the refunded bonds not expended prior to the date of issuance
of the Tax -Exempt 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
Tax -Exempt 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 Tax -Exempt
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 Tax -Exempt
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
RoundRockGO\Del\ 14: Ordinance
24
taxation of interest on the Tax -Exempt Bonds under section 103 of the Code. In furtherance of
such intention, the City hereby authorizes and directs the Mayor to execute any documents,
certificates or reports required by the Code and to make such elections, on behalf of the City,
which may be permitted by the Code as are consistent with the purpose for the issuance of the
Tax -Exempt Bonds. This Ordinance is intended to satisfy the official intent requirements set
forth in Section 1.150-2 of the Treasury Regulations.
(e) Disposition of Project. The City covenants that the property constituting the project
financed ore refinanced by the Bonds will not be sold or otherwise disposed in a transaction
resulting in the receipt by the City of cash or other compensation, unless the City obtains an
opinion of nationally -recognized bond counsel that such sale or other disposition will not
adversely affect the tax-exempt status of the Tax -Exempt Bonds. For purposes of this
subsection, the portion of the property comprising personal property and disposed in the ordinary
course shall not be treated as a transaction resulting in the receipt of cash or other compensation.
For purposes of this subsection, the City shall not be obligated to comply with this covenant if it
obtains an opinion that such failure to comply will not adversely affect the excludability for federal
income tax purposes from gross income of the interest.
Section 13. TAXABLE BONDS. In connection with the issuance of any Series of
Taxable Bonds, the Pricing Officer may establish additional accounts or funds as necessary to
distinguish Taxable Bond proceeds from Tax -Exempt Bond proceeds.
Section 14. APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT.
The Pricing Officer is authorized to enter into and carry out the Paying Agent/Registrar
Agreement by and between the City and the Paying Agent/Registrar with respect to each Series of
Bonds in substantially the form approved by the City in connection with outstanding bonds.
Section 15. 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 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
RoundRockG0\De1\ 14: Ordinance
25
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
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 as determined by the Pricing Officer at the time each series of the
Bonds are sold. Each Pricing Certificate shall specify such financial information and operating
data. Any financial statements to be so provided shall be (1) prepared in accordance with the
generally accepted accounting principles 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) Event Notices. The City shall notify the MSRB, in an electronic format as
prescribed by the MSRB, in a timely manner not in excess of ten business days after the
occurrence of the event, of any of the following events with respect to the Bonds:
A. Principal and interest payment delinquencies;
B. Non-payment related defaults, if material within the meaning of the federal
securities laws;
RoundRockG0\De1\ 14: Ordinance
26
C. Unscheduled draws on debt service reserves reflecting financial difficulties;
D. Unscheduled draws on credit enhancements reflecting financial difficulties;
E. Substitution of credit or liquidity providers, or their failure to perform;
F Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the Bonds, or other events affecting the tax
status of the Bonds;
G. Modifications to rights of holders of the Bonds, if material within the
meaning of the federal securities laws;
H. Bond calls, if material within the meaning of the federal securities laws and
tender offers;
I. Defeasances;
J. Release, substitution, or sale of property securing repayment of the Bonds,
if material within the meaning of the federal securities laws;
K. Rating changes;
L. Bankruptcy, insolvency, receivership or similar event of the District;
M. The consummation of a merger, consolidation, or acquisition involving the
District or the sale of all or substantially all of the assets of the District,
other than in the ordinary course of business, the entry into a definitive
agreement to undertake such an action or the termination of a definitive
agreement relating to any such actions, other than pursuant to its terms, if
material within the meaning of the federal securities laws; and
N. Appointment of a successor or additional trustee or the change of name of
a trustee, if material within the meaning of the federal securities laws.
The City shall notify the MSRB, in an electronic format as prescribed by the MSRB, in a
timely manner, of any failure by the City to provide financial information or operating data in
accordance with subsection (a) of this Section by the time required by such subsection. All
documents provided to the MSRB pursuant to this Section shall be accompanied by identifying
information as prescribed by the MSRB.
RoundRockGO\Del\ 14: Ordinance
27
(c) Limitations, Disclaimers, and Amendments. The City shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so long as,
the City remains an "obligated person" with respect to the Bonds within the meaning of the Rule,
except that the City in any event will give notice of any deposit made in accordance with Section
9 of this Ordinance that causes the Bonds no longer to be outstanding.
The provisions of this Section are for the sole benefit of the holders and beneficial owners
of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or
equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide
only the financial information, operating data, financial statements, and notices which it has
expressly agreed to provide pursuant to this Section and does not hereby undertake to provide
any other information that may be relevant or material to a complete presentation of the City's
financial results, condition, or prospects or hereby undertake to update any information provided
in accordance with this Section or otherwise, except as expressly provided herein. The City does
not make any representation or warranty concerning such information or its usefulness to a
decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF
ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
comprise a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Should the Rule be amended to obligate the City to make filings with or provide notices to
entities other than the MSRB, the City hereby agrees to undertake such obligation with respect to
the Bonds in accordance with the Rule as amended.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
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
RoundRockGO\Del\ 14: Ordinance
28
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
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
RoundRockGO\Del\ 14: Ordinance
29
(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. 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. DEFAULT AND REMEDIES. (a) Events of Default. Each of the
following occurrences or events for the purpose of this Ordinance is hereby declared to be an
Event of Default:
(i) the failure to make payment of the principal of or interest on any of the
Bonds when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement
or obligation of the City, the failure to perform which materially, adversely affects the
rights of the Registered Owners of the Bonds, including, but not limited to, their prospect
or ability to be repaid in accordance with this Ordinance, and the continuation thereof for
a period of 60 days after notice of such default is given by any Registered Owner to the
City.
(b) Remedies for Default.
RoundRockGO\Del\14: Ordinance
30
(i) Upon the happening of any Event of Default, then and in every case, any
Registered Owner or an authorized representative thereof, including, but not limited to, a
trustee or trustees therefor, may proceed against the City, or any official, officer or
employee of the City in their official capacity, for the purpose of protecting and enforcing
the rights of the Registered Owners under this Ordinance, by mandamus or other suit,
action or special proceeding in equity or at law, in any court of competent jurisdiction, for
any relief permitted by law, including the specific performance of any covenant or
agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or
in violation of any right of the Registered Owners hereunder or any combination of such
remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained
for the equal benefit of all Registered Owners of Bonds then outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any
other available remedy or remedies, but each and every such remedy shall be cumulative
and shall be in addition to every other remedy given hereunder or under the Bonds or now
or hereafter existing at law or in equity; provided, however, that notwithstanding any
other provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds
shall not be available as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be
deemed a waiver of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Ordinance, such
Registered Owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise
to a personal or pecuniary liability or charge against the officers, employees or trustees of
the City or the City Council.
(iv) None of the members of the City Council, nor any other official or officer,
agent, or employee of the City, shall be charged personally by the Registered Owners with
any liability, or be held personally liable to the Registered Owners under any term or
provision of this Ordinance, or because of any Event of Default or alleged Event of
Default under this Ordinance.
Section 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
RoundRockGO\Del\14: Ordinance
31
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
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,
RoundRockGO\Del\ 14: Ordinance
32
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
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 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. REPEALER. All orders, resolutions and ordinances, or parts thereof,
inconsistent herewith are hereby repealed to the extent of such inconsistency.
Section 30. EFFECTIVE DATE. This Ordinance shall become effective upon the final
passage of this Ordinance.
Section 31. 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.
RoundRockGO\Del\ 14: Ordinance
[Execution Page Follows]
33
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Ordinance was adopted was posted and that such meeting
was open to the public as required by law at all times during which this Ordinance and the subject
matter hereof were discussed, considered and formally acted upon, all as required by the Open
Meetings Act, Chapter 551, Texas Government Code, as amended.
READ and APPROVED on first reading this the 23rd day of January, 2014.
READ, APPROVED and ADOPTED on second reading this the 23rd day of January,
2014.
ALAN MCGRAW, Mayor
City of Round Rock, Texas
ATTEST:
SARA L. WHITE, City Clerk
RoundRockG0\Del \13: 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 each 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 each 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 Bonds" as further
designated in each Pricing Certificate.
"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.
"City Council" means the governing body of the City.
RoundRockGO\Del\14: Ordinance A- 1
"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 each 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 each 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.
"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.
RoundRockGO\Del\14: Ordinance A-2
"Initial Bonds" means the Bonds authorized, issued, and initially delivered as provided in
Section 4 of this Ordinance.
"Insurance Policy" means an insurance policy, if any, issued by any Insurer guaranteeing
the scheduled principal of and interest on the Bonds when due.
"Insurance" means any bond insurer of a series of the Bonds.
"Interest and Sinking Fund' means the special fund maintained by the provisions of
Section 8 of this Ordinance.
"Interest Payment Date" means a date on which interest on the Bonds is due and payable.
"Issuance Date" means the date of delivery of the Bonds.
"MSRB" means the Municipal Securities Rulemaking Board.
"Ordinance" means this ordinance finally adopted by the City Council on January 23,
2014.
"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.
"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 each Pricing Certificate of the City's Pricing Officer to be
executed and delivered pursuant to Section 4 hereof in connection with the issuance of each series
of the Bonds.
RoundRockGO\Del\ 14: Ordinance
A-3
"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.
"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.
"Taxable Bonds" means the series of Bonds bearing interest at a taxable rate.
"Tax Exempt Bonds" means the series of Bonds bearing interest which is excludable from
gross income for Federal taxation purposes pursuant to section 103 of the Code.
RoundRockGO\Del\14: Ordinance A-4
CERTIFICATE FOR ORDINANCE NO. G -14-01-23-H1
THE STATE OF TEXAS
COUNTIES OF WILLIAMSON AND TRAVIS
CITY OF ROUND ROCK
The undersigned City Clerk of the City of Round Rock, Texas (the "City"), hereby certify
as follows:
1. The City Council of the City convened in a REGULARLY SCHEDULED
MEETING ON THE 23rd DAY OF JANUARY, 2014, at the designated meeting place (the
"Meeting"), and the roll was called of the duly constituted officers and members of the Council,
to -wit:
Alan McGraw, Mayor
Craig Morgan, Place 1
George White, Place 2
Joe Clifford, Place 3
Carlos T. Salinas, Place 4
John Moman, Place 5
Kris Whitfield, Mayor Pro -tem, Place 6
and all of the persons were present, except the following absentees: none, thus constituting a
quorum. Whereupon, among other business, the following was transacted at the Meeting: a
written
ORDINANCE AUTHORIZING THE ISSUANCE OF ONE OR MORE SERIES OF CITY
OF ROUND ROCK, TEXAS GENERAL OBLIGATION BONDS; APPROVING AN
OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT, A BOND
PURCHASE AGREEMENT AND OTHER RELATED DOCUMENTS; ESTABLISHING
THE PROCEDURES FOR SELLING AND DELIVERING ONE OR MORE SERIES OF
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: 7
NOES: 0
RoundRock\GO\De1\ 14: 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 Clerk of the City have duly signed the Ordinance.
RoundRock\GO\Del\ 14: OrdinanceC ert
2
SIGNED AND SEALED the 23rd day of January, 2014.
City Clerk
[CITY SEAL]
RoundRock\GO\Del\ 14: Ordinanc eC ert
GENERAL AND NO -LITIGATION CERTIFICATE
THE STATE OF TEXAS
COUNTIES OF WILLIAMSON AND TRAVIS
CITY OF ROUND ROCK
We, the undersigned officers of the City, hereby certify as follows:
GENERAL
1. This certificate is executed for and on behalf of the City, for the benefit ofthe Attorney
General of the State of Texas and for the benefit of the Underwriters in connection with the issuance
of the Obligations. The capitalized words and terms not otherwise defined herein shall have the
meanings whenever they are used given in Exhibit "A" attached hereto.
2. Any certificate signed by an official of the City delivered to the Underwriters or the
Attorney General of the State of Texas shall be deemed a representation and warranty by the City as
to the statement made therein. The Public Finance Division of the Office of the Attorney General of
the State of Texas is hereby authorized to date this certificate as of the date of approval of the
Obligations and is entitled to rely upon the accuracy of the information contained herein unless
notified by telephone or fax to the contrary. The Comptroller of Public Accounts is further
authorized to register the Obligations upon receipt of the Attorney General approval. After
registration, the Obligations, opinions and registration papers shall be delivered to C. D. Polumbo at
McCall, Parkhurst & Horton L.L.P.
MATTERS RELATING TO THE CITY
3. The City is a duly incorporated Home Rule City, having more than 5,000 inhabitants,
operating and existing under the Constitution and laws of the State of Texas and the duly adopted
Home Rule Charter of the City. The City's Charter has not been amended since the issuance of the
City of Round Rock, Texas Hotel Occupancy Tax and Venue Tax Project Revenue Bonds, Series
2012.
4. No litigation of any nature has ever been filed or pending or, to the best of our
knowledge, threatened, pertaining to, affecting or contesting: (a) the Ordinance; (b) the issuance,
delivery, payment, security or validity of the Obligations; (c) the authority of the governing body and
the officers of the City to issue, execute and deliver the Obligations; (d) the validity of the corporate
existence of the City; (e) the ad valorem taxes of the City; and that no litigation is pending pertaining
to, affecting, questioning or contesting the current boundaries of the City.
5. Neither the corporate existence nor boundaries of the City is being contested, no
litigation has been filed or is now pending which would affect the authority of the officers of the City
ROUND ROCK\GORB2014A\Del: GenNoLitCert
to issue, execute, sign and deliver the Obligations, and that no authority or proceedings for the
issuance of the Obligations have been repealed, revoked or rescinded.
6. We officially executed and signed the Obligations with our manual signatures or by
causing facsimiles of our manual signatures to be imprinted or copied on each of the Obligations, and,
if appropriate, we hereby adopt such facsimile signatures as our own, respectively, and declare that
such facsimile signatures constitute our signatures the same as if we had manually signed each of the
Obligations.
7. The Obligations are substantially in the form, and have been duly executed and signed
in the manner, prescribed in the Ordinance.
8. At the time we so executed and signed the Obligations we were, and at the time of
executing this certificate we are, the duly chosen, qualified and acting officers indicated therein, and
authorized to execute the same.
9. We have caused the official seal of the City to be impressed, or printed, or copied on
the Obligations and such seal on the Obligations has been duly adopted as, and is hereby declared to
be, the official seal of the City.
10. The City is not in default in connection with any of the covenants, conditions or
obligations contained in the ordinance authorizing the issuance of the obligations listed in Exhibit "B"
which includes all indebtedness payable in whole or in part from ad valorem taxes, and that the
Interest and Sinking Fund and Reserve Fund, if any, for such outstanding obligations contain the
amount now required to be on deposit therein.
11. The true and correct schedule showing the annual debt service requirements of all the
outstanding ad valorem tax indebtedness of the City, together with the proposed Obligations, is set
forth in Exhibit "C" hereto.
12. None of the Refunded Obligations have ever been held in or purchased for the account
of any of the special funds created and maintained under the ordinance authorizing their issuance for
payment or security of said Refunded Obligations.
13. Any funds received from the holder of the Refunded Obligations as evidence of an
overpayment of any debt service, will be deposited into the Debt Service Fund.
14. The Obligations are in amounts sufficient to refund the Refunded Obligations and to
pay the costs of issuing the Obligations.
15. The currently effective ad valorem Tax Rolls of said City are those for the year 2013,
being the most recently approved Tax Rolls of the City; that the taxable property in the City has been
assessed as required by law; that the Tax Assessor of the City has duly verified the aforesaid Tax
Rolls; and that the assessed value of taxable property in the City upon which the annual ad valorem
tax of the City has been levied (after deducting the amount of all exemptions, if any, taken or required
ROUND ROCK\GORB2014A\Del: GenNoLitCert
2
to be given under the Constitution and laws of the State of Texas), according to the aforesaid Tax
Rolls for the year, as delivered to the City Clerk, and finally approved and recorded by the City
Council of the City, is $8,624,749,167.
16. Pursuant to Section 1371.001(4)(P), Government Code, the City has at least $100
million in outstanding long-term indebtedness that is rated in one of the four highest rating categories
for long-term debt by a nationally recognized rating agency for municipal securities, without regard to
the effect of any credit agreement or other form of credit enhancement entered into in connection
with the obligation. Additionally, pursuant to 1371.001(4)(A), the City is a home rule city with a
population in excess of 50,000.
CLOSING MATTERS
17. That (i) the representations and warranties contained in the Bond Purchase
Agreement are true and correct in all material respects on and as of the date of the Closing as if made
on the date of the Closing; (ii) no litigation, proceeding or tax challenge against the City is pending
or, to our knowledge, threatened in any court or administrative body nor is there a basis for litigation
which would (a) contest the right of the members or officials of the City to hold and exercise their
respective positions, (b) contest the due organization and valid existence of the City, (c) contest the
validity, due authorization and execution of the Obligations or the Issuer Documents or (d) attempt to
limit, enjoin or otherwise restrict or prevent the City from functioning and collecting taxes, including
payments on the Obligations, pursuant to the Ordinance, or the levy or collection ofthe taxes pledged
or to be pledged to pay the principal of and interest on the Obligations, or the pledge thereof; (iii) the
Obligations and Issuer Documents have been duly adopted by the City, are in full force and effect and
have not been modified, amended or repealed; (iv) to the best of our knowledge, no event affecting
the City has occurred since the date of the Official Statement which should be disclosed in the Official
Statement for the purpose for which it is to be used or which it is necessary to disclose therein in
order to make the statements and information therein, in light of the circumstances under which made,
not misleading in any respect as of the time of the Closing, and the information contained in the
Official Statement is correct in all material respects and, as of the date of the Official Statement did
not, and as of the date of the Closing does not, contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the statements made therein,
in the light of the circumstances under which they were made, not misleading; and (v) there has not
been any material adverse change in the financial condition of the City since September 30, 2013, the
latest date as of which audited financial information will be available.
ROUND ROCK \GORB2014A\Del: GenNoLitCert
3
SIGNED AND SEALED this
r off, oU(L( ,2014.
QM—' �NtA"
City Clerk Mayor
NOTARY ACKNOWLEDGMENT
Before me, on this day personally appeared the foregoing individuals, known to me to be the
officers whose true and genuine signatures were subscribed to the foregoing instrument in my
presence.
Given under my hand and seal of office this 0'2, L: G� I1UG� ��'
J
(Notary Seal)
ROUND ROCK\GORB2014A\Del: GenNoLitCert GenNoLitSigPg
EXHIBIT A
DEFINITIONS
Bond Purchase Agreement The Bond Purchase Agreement dated February 12, 2014 between the
City and the Underwriters.
City of Round Rock, Texas.
The City Council of the City.
May 20, 2014 or at such other time agreed upon between the City and
the Underwriters.
As defined in the Ordinance.
Collectively, the Bond Purchase Agreement, the Ordinance, the
Escrow Agreement and the Undertaking.
City of Round Rock, Texas General Obligation Refunding Bonds,
Series 2014A.
City -
City Council -
Closing -
Escrow Agreement -
Issuer Documents
Obligations -
Official Statement -
Ordinance
Pricing Certificate
Refunded Obligations -
Undertaking
Underwriters -
The Preliminary Official Statement dated February 6, 2014 and the
Official Statement dated February 12, 2014 relating to the issuance of
the Obligations.
Ordinance Authorizing the Issuance of One or More Series of City of
Round Rock, Texas General Obligation Refunding Bonds; Approving
an Official Statement, a Paying Agent/Registrar Agreement, a Bond
Purchase Agreement, an Escrow Agreement and Other Related
Documents; Establishing the Procedures for Selling and Delivering
One or More Series of the Bonds; and Authorizing Other Matters
Relating To the Bonds adopted by the City Council on January 23,
2014.
As defined in the Ordinance.
Refunded Obligations as defined in the Ordinance and Pricing
Certificate.
The undertaking of the City which satisfies the requirements of
section (b)(5)(i) of Rule 15c12-12 under the Securities Exchange Act
of 1934.
The Underwriters set forth in the Bond Purchase Agreement.
ROUND ROCK\GORB2014A\Del: GenNoLitCert A-1
EXHIBIT B
OUTSTANDING TAX INDEBTEDNESS
Obligations in the Process of Issuance
General Obligation Bonds, Series 2014 $66,885,000
General Obligation Refunding Bonds, Series 2014A $10,465,000
Outstanding Debt
General Obligation Refunding Bonds, Series 2005 *$1,555,000
Combination Tax and Revenue Certificates of Obligation, Series 2007 $11,770,000
General Obligation and Refunding Bonds, Series 2007 $38,525,000
General Obligation Refunding Bonds, Series 2010 $17,950,000
General Obligation Refunding Bonds, Series 2011 $18,445,000
General Obligation Refunding Bonds, Series 2013 $8,465,000
TOTAL $174,060,000
*Excluding the Refunded Obligations
ROUND ROCK\GORB2014A\Del: GenNoLitCert B-1
DEBT SERVICE SCHEDULE
V1 vl vl vl M M 00 01 0C 01 G V' vl d O, 01 Cr,0 0 01 01 01 ,--i ,0 V' 0
vl h N r N ,O M M 'r h --- N 00 O M ,p M O O
h 7 0 ,n N 0 N '7 01 h C\ h M r- ,D ' 0, Oa 0, vt N r cc: O
1 N O M N I 00 -� 7 ,0 N 7 vi .--i -r -r O -. O C.
,O ,0 vt b'0 vt ,0 0 O n N N 0 0 0 0 0 0 0 0 0 0 0 0
nit, h N h h h 00 0 O 00 0 01 M M M M M 0 0 0 0 0 0 0
N - .0-i m tn.' r Vci i Vt M r' 7 O O O N h N r N v-;v-;vl vi .0 C "f
o
r:4
G9
h vl vl ,r1 v1 v1 vl vl v1 v1 v1 0 ' ' ' ' ' ' ' ' '
v, v, v, vl tel v1 vl v1 v1 v1 0 9-
O O O 0 0 0 0 0 O 0 0 M
O 0 0 o 0 0 0 0 C.
O O m-
et. V V 7 `t V 7 0
Tr V . 7 K 7 7 N
69
h 0 0 0 0 0 0 o ' ' ' ' ' ' ' ' ' ' ' '
m 0 v, vl kr, 0 0 0
CO M M M
7 h T ,D V 00"
00 O .. 000 000 000 N N
c, N
'4
No to 00000 " '''''''
m vl
kr, v1 v1 o O O
• 00 M M M
^� 01 4 h
N O Cr,'0 h 0-
- v V M N ^�
64
0 0 0 0 0 0 0 0
O 0 0 0 0 0 0 0
O 0 0 0 0 0 0 0
o 0 0 0 ut O O O
• U 10 .--i b 1D ('1 h
O •--� h h V vt N
C.4.. ... ..• N
O
69
m 7 V V '0 7 7 'V K 7 7 '7 10 O, O, O\ 01 O, 01 01 01 O, - ,0 ,0
0, 01 01 01 01 0, 01 0, 0 01 01 a\ v1 ,0 M 0 G
7 7 7 7 7 h h N N N N M V V V V ,0 O, O, 01 ut N rn en 0
Cr;'•
ON 0• 1 01 Q\ ON O, h O1 co N O N h O O h .-: O
N 0 0 Cr 0 01 O, 0, O 0, 0 0, 0 0 0 7 0 0 01 0 0 0 0 Cr 0 0,
M 0 0 0 0 ON 01 ON 0 C, O 0, 0 0 0 O, O 0 On 0 0 0 0 0 D\ C\
^� M M M M '0 . R '0 7 vl V vl v1 v1 7 v1 v1 M VC V1 vl V1 V1 el 4
'4
M a 7 V 7 V '0 '0 '0 o K V ,D O, O, 01 01 01 O_1 O\ O\ O, .-.
01 - R V'' '7 V Cr, 01 01 N r N N N N M V V 7 7 ,'0 01 01 01 vt N O O
O0 01 0• 1 01 ON O� D\ r 0, 00 N 0 C,1"
.--� a\
N 0 0 0 0 0 '0 ,D '.0 R cr; O N 7 0 v1 O V h 0 ,O 00 co 0
M O O O O 0 O, 00 N fn., NON 00 ,0 V 0 -+ 01 N ,D V
,4 m m M fnM N N N N NN N N -4 --4 --i
69
0,
0,
S 256,899,565
$ 2,005,337
O
O
.94
7
O
69
h
M
00
69
vi
00 0
03
vl0_0
69
0
.b
O
.b
t/ ▪ 0)
0)
.. x
o
F
O
'0 U O
6
".t
x
0 , 1069 • >
-v m
• or,_
7:::
• 6' 6
E o 0 0
y y
8 P. t0. 5
d O y
> .0 0 x
W
b O N
b0 . O 9
rr,3,3.--tr„
I-0.73 7:3.61z
cd•zr
n��> c
N
R � � I Oa
U U i
U
y y • E,. -'O
✓ 0)
,--,SSv)) q
-��� C4i
0 0 0 c O O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
O O 0 O O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0, O
0 0 0 O 0 0 0 0 0 0 0 0 0 0 0 Cr Cr 0 0 0 O
0 0 0 0 0 0 vl O O O '0 vt O O ut 0, 0 0 0 �n
•V 01 vl rn K n h O, N ,D 0 '0 0, h N O 00 V 0 O, 1 00
Q 01 O N rn 7 v1 ,0 h 01 O M ut t o 00 O N V v1 h 00
'C .. N N N N N N N N N M rc M rn M rr-
a
O
,0
rr7
69 04
O ,0 ,0 ,0 V V 0, 0 0 O - M O, v1 0 0 0 0 0
00 00 en N M N 01 0 0 `7 h 0 N CO N 0 0 0 0
N 00 ,0 fV h (V h V 00 M N O vl O
O� ON 00 ' r 00 00 00 00 01 01 0 '7 00
00 vl v1 ,0 ,D 0 O 0 0
rnro M O\ 0, `7 'n O, 01 M (n M M M
^�
O\0, O _ O 01 00 00 C 0, r- ,O '0 v1 N N N N N
04
CO00000 M N M N 00,, 0 0� en h O N 00 0 0 0 0 0
N 00 ,D N h N h V N h C, O 7 00 M N O vt O
'0' M • R ,O 00 00 00r r{ '0 O 7 00 N v1 '0 '0 O
- 0 O O o0 0o V1 0 K n- M 0
N O, h ut N G 0- K 0, h '0 7 0 N '+
N N N N 0'. -
04
o o 0 0 0 0 0 0 G 0 G 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 c 0 0 0 0 0 0 0 0 0
- 0 0 0 0 0 0 0 0 0 0 0 0 o 0 0 0 0 0 0
10 vi vi v• i O vi 0 0 0 0 0 . 0n O O O 00 0 0 Cr 0
CO 00 0 00 ,0 N h G R '.t h 00 0 .--i 0 O, O, 0
0, '0 ,0 -+ M .r,l 7 ,0 rr% h - 0, 0, N CO 01 0, 0 N
,O vt vi ,C ,O ,O ,D ,O h
0) 1� ,.; 7 V v1 .--i .--. N N
69
0 o R WI ,0 h 00 01 0 N en -3 v1 ,0 h 00 01 0 --- N M V vl ,D h 0c .1,
rn N N N N N N N N N N M M M M M M M (0 c
b O O O O O O O O 0 F:1
O O O O O O O 0 0 0 0 0 0 0 ^
L.0 0, N N N N N N N N N N (V N N N N N en
N N N N N N N N N N
8 96,710,000