O-2019-0185 - 4/25/2019 ORDINANCE NO. 0-2019-0185
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF ROUND ROCK, TEXAS
COMBINATION TAX AND LIMITED REVENUE CERTIFICATES OF OBLIGATION,
SERIES 2019; LEVYING AN AD VALOREM TAX AND THE PLEDGE OF CERTAIN
REVENUES IN SUPPORT OF THE CERTIFICATES; APPROVING AN OFFICIAL
STATEMENT, A PURCHASE AGREEMENT AND A PAYING AGENT/REGISTRAR
AGREEMENT; AND AUTHORIZING OTHER MATTERS RELATED TO THE
ISSUANCE OF THE CERTIFICATES
THE STATE OF TEXAS '
COUNTIES OF WILLIAMSON AND TRAVIS '
CITY OF ROUND ROCK '
WHEREAS, the City Council of the City of Round Rock, Texas (the "City") deems it
advisable to issue certificates of obligation in the amount of $ (the
"Certificates")for the purpose of paying contractual obligations incurred or to be incurred by the City
for(1) constructing, improving, extending, expanding,upgrading and/or developing streets,roads,
bridges,sidewalks,intersections,traffic signalization and other transportation improvement projects
including related waterworks, sewer and drainage improvements, signage, landscaping, irrigation,
purchasing any necessary rights-of-way and other related transportation costs, including, but not
limited to, Deepwood Drive, Gattis School Road, Kenney Fort Boulevard, Logan Street, McNeil
Road,North Mays Street,Oakmont Drive,Old Settlers Boulevard,Red Bud Lane,Ranch-to-Market
Road 620, SH45 Frontage Road, University Boulevard and Wyoming Springs Drive, and (2)
professional services including fiscal,engineering,architectural and legal fees and other such costs
incurred in connection therewith including the costs of issuing the Certificates.
WHEREAS, the Certificates hereinafter authorized and designated are to be issued and
delivered for cash pursuant to Subchapter C of Chapter 271,Local Government Code, as amended,
and Section 1502.052, Texas Government Code, as amended; and
WHEREAS, on February 28, 2019, the City Council passed a resolution authorizing and
directing the City Clerk to give notice of intention to issue Certificates; and
WHEREAS,the notice was published on March 14,2019 and March 21,2019 in the Round
Rock Leader,a newspaper of general circulation in the City and a"newspaper"as defined in Section
2051.044, Government Code; and
WHEREAS, the City has not received a petition from the qualified electors of the City
protesting the issuance of the Certificates; and
WHEREAS,no bond proposition to authorize the issuance of bonds for the same purpose as
any of the projects being financed with the proceeds of the Certificates was submitted to the voters of
the City during the preceding three years and failed to be approved; and
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0112.1902;00422011
WHEREAS, it is considered to be in the best interest of the City that the Certificates be
issued; and
WHEREAS, it is hereby officially found and determined that the meeting at which this
Ordinance was passed was open to the public, and public notice of the time, place and purpose of
said meeting was given, all as required by Chapter 551, Texas Government Code.
NOW,THEREFORE,BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF ROUND ROCK, TEXAS:
SECTION 1. RECITALS, AMOUNT AND PURPOSE OF THE CERTIFICATES.
The recitals set forth in the preamble hereof are incorporated herein and shall have the same force
and effect as if set forth in this section. The Certificates are hereby authorized to be issued and
delivered in the aggregate principal amount of$ for the purpose of paying
contractual obligations incurred or to be incurred by the City for: (1) constructing, improving,
extending,expanding,upgrading and/or developing streets,roads,bridges,sidewalks,intersections,
traffic signalization and other transportation improvement projects including related waterworks,
sewer and drainage improvements,signage,landscaping,irrigation,purchasing any necessary rights-
of-way and other related transportation costs,including,but not limited to,Deepwood Drive,Gattis
School Road, Kenney Fort Boulevard, Logan Street, McNeil Road, North Mays Street, Oakmont
Drive, Old Settlers Boulevard, Red Bud Lane, Ranch-to-Market Road 620, SH45 Frontage Road,
University Boulevard and Wyoming Springs Drive, and (2)professional services including fiscal,
engineering, architectural and legal fees and other such costs incurred in connection therewith
including the costs of issuing the Certificates.
SECTION 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND
MATURITIES OF CERTIFICATES. Each Certificate issued pursuant to this Ordinance shall be
designated: " CITY OF ROUND ROCK, TEXAS COMBINATION TAX AND LIMITED
REVENUE CERTIFICATE OF OBLIGATION, SERIES 2019",and initially there shall be issued,
sold, and delivered hereunder fully registered certificates, without interest coupons, dated May 21,
2019, in the respective denominations and principal amounts hereinafter stated, numbered
consecutively from R-1 upward(except the Initial Certificate submitted to the Attorney General of
the State of Texas which shall be numbered T-1),payable to the respective initial registered owners
thereof (as designated in Section 12 hereof), or to the registered assignee or assignees of the
Certificates or any portion or portions thereof (in each case, the "Registered Owner"), and the
Certificates shall mature and be payable serially on August 15 in each of the years and in the
principal amounts, respectively, as set forth in the following schedule:
YEAR PRINCIPAL YEAR PRINCIPAL
AMOUNT AMOUNT
2021 $ 2033 $
2022 2034
2023 2035
2024 2036
2025 2037
2026 2038
2027 2039
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2028 2040
2029 2041
2030 2042
2031 2043
2032 2044
The term"Certificates"as used in this Ordinance shall mean and include collectively the Certificates
initially issued and delivered pursuant to this Ordinance and all substitute Certificates exchanged
therefor, as well as all other substitute Certificates and replacement Certificates issued pursuant
hereto, and the term "Certificate" shall mean any of the Certificates.
SECTION 3. INTEREST. The Certificates scheduled to mature during the years,
respectively, set forth below shall bear interest from the dates specified in the FORM OF
CERTIFICATE set forth in this Ordinance to their respective dates of maturity or redemption prior to
maturity at the following rates per annum:
YEAR INTEREST YEAR INTEREST
RATES RATES
2021 % 2033 %
2022 2034
2023 2035
2024 2036
2025 2037
2026 2038
2027 2039
2028 2040
2029 2041
2030 2042
2031 2043
2032 2044
Interest shall be payable in the manner provided and on the dates stated in the FORM OF
CERTIFICATE set forth in this Ordinance.
SECTION 4. CHARACTERISTICS OF THE CERTIFICATES. (a) Registration,
Transfer,Conversion and Exchange;Authentication. The City shall keep or cause to be kept at The
Bank of New York Mellon Trust Company, National Association, Dallas, Texas (the "Paying
Agent/Registrar")books or records for the registration of the transfer, conversion and exchange of
the Certificates(the "Registration Books"),and the City hereby appoints the Paying Agent/Registrar
as its registrar and transfer agent to keep such books or records and make such registrations of
transfers, conversions and exchanges under such reasonable regulations as the City and Paying
Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations,
transfers, conversions and exchanges as herein provided. The Paying Agent/Registrar shall obtain
and record in the Registration Books the address of the Registered Owner of each Certificate to
which payments with respect to the Certificates shall be mailed, as herein provided; but it shall be
the duty of each Registered Owner to notify the Paying Agent/Registrar in writing of the address to
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which payments shall be mailed, and such interest payments shall not be mailed unless such notice
has been given. The City shall have the right to inspect the Registration Books during regular
business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep
the Registration Books confidential and, unless otherwise required by law, shall not permit their
inspection by any other entity. The Paying Agent/Registrar shall make a copy of the Registration
Books available within the State of Texas. The City shall pay the Paying Agent/Registrar's standard
or customary fees and charges for making such registration, transfer, conversion, exchange and
delivery of a substitute Certificate or Certificates. Registration of assignments, transfers,
conversions and exchanges of Certificates shall be made in the manner provided and with the effect
stated in the FORM OF CERTIFICATE set forth in this Ordinance. Each substitute Certificate shall
bear a letter and/or number to distinguish it from each other Certificate.
Except as provided in Section 4(c) of this Ordinance, an authorized representative of the
Paying Agent/Registrar shall,before the delivery of any such Certificate,date and manually sign the
Certificate, and no such Certificate shall be deemed to be issued or outstanding unless such
Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all paid Certificates
and Certificates surrendered for conversion and exchange. No additional ordinances, orders, or
resolutions need be passed or adopted by the governing body of the City or any other body or person
so as to accomplish the foregoing conversion and exchange of any Certificate or portion thereof,and
the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute
Certificates in the manner prescribed herein,and the Certificates shall be printed or typed on paper of
customary weight and strength. Pursuant to Chapter 1201, Texas Government Code, as amended,
and particularly Subchapter D thereof, the duty of conversion and exchange of Certificates as
aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the
Certificate,the converted and exchanged Certificate shall be valid,incontestable,and enforceable in
the same manner and with the same effect as the Certificates which initially were issued and
delivered pursuant to this Ordinance, approved by the Attorney General and registered by the
Comptroller of Public Accounts.
(b) Payment of Certificates and Interest. The City hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Certificates,
all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all
payments made by the City and the Paying Agent/Registrar with respect to the Certificates,and of all
conversions and exchanges of Certificates, and all replacements of Certificates, as provided in this
Ordinance. However,in the event of a nonpayment of interest on a scheduled payment date,and for
thirty(3 0)days thereafter,a new record date for such interest payment(a"Special Record Date")will
be established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the City. Notice of the Special Record Date and of the scheduled payment
date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at
least five(5)business days prior to the Special Record Date by United States mail,first-class postage
prepaid,to the address of each Registered Owner appearing on the Registration Books at the close of
business on the last business day immediately preceding the date of mailing of such notice.
(c) In General. The Certificates (i) shall be issued in fully registered form, without
interest coupons, with the principal of and interest on such Certificates to be payable only to the
Registered Owners thereof,(ii)may be redeemed prior to their scheduled maturities(notice of which
shall be given to the Paying Agent/Registrar by the City at least 45 days prior to any such redemption
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date), (iii) may be converted and exchanged for other Certificates, (iv) may be transferred and
assigned, (v) shall have the characteristics, (vi) shall be signed, sealed,executed and authenticated,
(vii)the principal of and interest on the Certificates shall be payable,and(viii)shall be administered
and the Paying Agent/Registrar and the City shall have certain duties and responsibilities with
respect to the Certificates, all as provided, and in the manner and to the effect as required or
indicated, in the FORM OF CERTIFICATE set forth in this Ordinance. The Initial Certificate
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 Certificate issued in conversion
of and exchange for any Certificate or Certificates issued under this Ordinance the Paying
Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION
CERTIFICATE, in the form set forth in the FORM OF CERTIFICATE.
(d) Substitute Paying Agent/Registrar. The City covenants with the Registered Owners
of the Certificates that at all times while the Certificates are outstanding the City will provide a
competent and legally qualified bank,trust company,financial institution,or other agency to act as
and perform the services of Paying Agent/Registrar for the Certificates under this Ordinance, and
that the Paying Agent/Registrar will be one entity. The City reserves the right to, and may, at its
option, change the Paying Agent/Registrar upon not less than 30 days written notice to the Paying
Agent/Registrar, to be effective at such time which will not disrupt or delay payment on the next
principal or interest payment date after such notice. In the event that the entity at any time acting as
Paying Agent/Registrar(or its successor by merger, acquisition, or other method) should resign or
otherwise cease to act as such, the City covenants that promptly it will appoint a competent and
legally qualified bank, trust company, financial institution, or other agency to act as Paying
Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar,the previous
Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy
thereof), along with all other pertinent books and records relating to the Certificates, to the new
Paying Agent/Registrar designated and appointed by the City. Upon any change in the Paying
Agent/Registrar,the City promptly will cause a written notice thereof to be sent by the new Paying
Agent/Registrar to each Registered Owner of the Certificates, by United States mail, first-class
postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By
accepting the position and performing as such,each Paying Agent/Registrar shall be deemed to have
agreed to the provisions of this Ordinance,and a certified copy of this Ordinance shall be delivered
to each Paying Agent/Registrar.
(e) Book-Entry-Only System. The Certificates issued in exchange for the Initial
Certificate initially issued as provided in Section 4(i)shall be issued in the form of a separate single
fully registered Certificate for each of the maturities thereof registered in the name of Cede&Co.as
nominee of The Depository Trust Company of New York ("DTC") and except as provided in
subsection (f) hereof, all of the outstanding Certificates shall be registered in the name of Cede &
Co., as nominee of DTC.
With respect to Certificates registered in the name of Cede& Co., as nominee of DTC,the
City and the Paying Agent/Registrar shall have no responsibility or obligation to any securities
brokers and dealers,banks,trust companies,clearing corporations and certain other organizations on
whose behalf DTC was created to hold securities to facilitate the clearance and settlement of
securities transactions among DTC participants(the"DTC Participant")or to any person on behalf of
whom such a DTC Participant holds an interest in the Certificates. Without limiting the immediately
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preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or
obligation with respect to(i)the accuracy of the records of DTC,Cede&Co.or any DTC Participant
with respect to any ownership interest in the Certificates, (ii)the delivery to any DTC Participant or
any other person,other than a Registered Owner,as shown on the Registration Books,of any notice
with respect to the Certificates,including any notice of redemption,or(iii)the payment to any DTC
Participant or any person,other than a Registered Owner,as shown on the Registration Books of any
amount with respect to principal of,premium,if any,or interest on the Certificates. Notwithstanding
any other provision of this Ordinance to the contrary,but to the extent permitted by law,the City and
the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each
Certificate is registered in the Registration Books as the absolute owner of such Certificate for the
purpose of payment of principal,premium, if any, and interest,with respect to such Certificate, for
the purposes of registering transfers with respect to such Certificates, and for all other purposes of
registering transfers with respect to such Certificates, and for all other purposes whatsoever. The
Paying Agent/Registrar shall pay all principal of, premium, if any, and interest on the Certificates
only to or upon the order of the respective Registered Owners,as shown in the Registration Books as
provided in 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,premium, if any,and interest on the Certificates to the extent of the sum
or sums so paid. No person other than a Registered Owner, as shown in the Registration Books,
shall receive a Certificate evidencing the obligation of the City to make payments of principal,
premium, if any, and interest pursuant to 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 Certificates,the City shall
either(i)appoint a successor securities depository,qualified to act as such under Section 17(a)of the
Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the
appointment of such successor securities depository and transfer one or more separate Certificates to
such successor securities depository or (ii) notify DTC and DTC Participants of the availability
through DTC of Certificates and transfer one or more separate Certificates to DTC Participants
having Certificates credited to their DTC accounts. In such event,the Certificates shall no longer be
restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of
DTC,but may be registered in the name of the successor securities depository,or its nominee,or in
whatever name or names the Registered Owner transferring or exchanging Certificates shall
designate, in accordance with the provisions of this Ordinance.
(g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to
the contrary, so long as any Certificate is registered in the name of Cede&Co.,as nominee of DTC,
all payments with respect to principal of, premium, if any, and interest on such Certificate and all
notices with respect to such Certificate shall be made and given,respectively,in the manner provided
in the Letter of Representations of the City to DTC.
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(h) DTC Blanket Letter of Representations. The City confirms execution of a Blanket
Issuer Letter of Representations with DTC establishing the Book-Entry-Only System which will be
utilized with respect to the Certificates.
(i) Cancellation of Initial Certificate. On the closing date, one Initial Certificate
representing the entire principal amount of the Certificates,payable in stated installments to the order
of the designated representative of the Underwriters or its designee set forth in Section 12 of this
Ordinance, executed by manual or facsimile signature of the Mayor or Mayor Pro-Tem 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 Underwriters set
forth in Section 12 of this Ordinance or its designee. Upon payment for the Initial Certificate, the
Paying Agent/Registrar shall cancel the Initial Certificate and deliver to DTC on behalf of such
Underwriters one separate single fully registered Certificate for each of the maturities thereof
registered in the name of Cede&Co.,as nominee of DTC and except as provided in Section 4(f),all
of the outstanding Certificates shall be registered in the name of Cede & Co., as nominee of DTC.
SECTION 5. FORM OF CERTIFICATE. The form of the Certificate, including the
form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment, the form of
Initial Certificate and the form of Registration Certificate of the Comptroller of Public Accounts of
the State of Texas to be attached to the Initial Certificate initially issued and delivered pursuant to
this Ordinance, shall be, respectively, substantially as follows, with such appropriate variations,
omissions or insertions as are permitted or required by this Ordinance,including any reproduction of
an opinion of counsel and information regarding the issuance of any bond insurance policy.
FORM OF CERTIFICATE
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF WILLIAMSON AND TRAVIS
CITY OF ROUND ROCK, TEXAS
COMBINATION TAX AND LIMITED REVENUE CERTIFICATE OF OBLIGATION,
SERIES 2019
NO. R- PRINCIPAL
AMOUNT
DATE OF
INTEREST RATE DELIVERY MATURITY DATE CUSIP NO.
May 21, 2019
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
ON THE MATURITY DATE specified above,the CITY OF ROUND ROCK,TEXAS in
Williamson and Travis Counties, Texas (the "City"), being a political subdivision of the State of
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Texas, hereby promises to pay to the Registered Owner set forth above, or registered assigns
(hereinafter called the"Registered Owner")the principal amount set forth above,and to pay interest
thereon from the Date of Delivery set forth above, on February 15,2020 and semiannually on each
August 15 and February 15 thereafter to the maturity date specified above,or the date of redemption
prior to maturity,at the interest rate per annum specified above calculated on the basis of a 360-day
year of twelve 30-day months; except that if this Certificate is required to be authenticated and the
date of its authentication is later than the first Record Date (hereinafter defined), such principal
amount shall bear interest from the interest payment date immediately preceding the date of
authentication,unless such date of authentication is after any Record Date but on or before the next
following interest payment date, in which case such principal amount shall bear interest from such
next following interest payment date;provided,however,that if on the date of authentication hereof
the interest on the Certificate or Certificates,if any,for which this Certificate is being exchanged or
converted from is due but has not been paid,then this Certificate shall bear interest from the date to
which such interest has been paid in full. Notwithstanding the foregoing,during any period in which
ownership of the Certificates is determined only by a book entry at a securities depository for the
Certificates, any payment to the securities depository, or its nominee or registered assigns, shall be
made in accordance with existing arrangements between the City and the securities depository.
THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money
of the United States of America, without exchange or collection charges. The principal of this
Certificate shall be paid to the Registered Owner hereof upon presentation and surrender of this
Certificate at maturity, or upon the date fixed for its redemption prior to maturity, at The Bank of
New York Mellon Trust Company, National Association (the "Paying Agent/Registrar") at its
designated office for payment currently in Dallas,Texas(the"Designated Payment/Transfer Office").
The payment of interest on this Certificate shall be made by the Paying Agent/Registrar to the
Registered Owner hereof on each interest payment date by check or draft, dated as of such interest
payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the City
required by the ordinance authorizing the issuance of this Certificate (the "Ordinance") to be on
deposit with the Paying Agent/Registrar for such purpose as hereinafter provided;and such check or
draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid,
on each such interest payment date,to the Registered Owner hereof, at its address as it appeared on
the close of business on the last day of the month immediately preceding each such date(the"Record
Date") on the registration books kept by the Paying Agent/Registrar(the "Registration Books"). In
addition, interest may be paid by such other method, acceptable to the Paying Agent/Registrar,
requested by,and at the risk and expense of,the Registered Owner.In the event of a non-payment of
interest on a scheduled payment date,and for 30 days thereafter,a new record date for such interest
payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when
funds for the payment of such interest have been received from the City. Notice of the Special
Record Date and of the scheduled payment date of the past due interest(which shall be 15 days after
the Special Record Date)shall be sent at least five business days prior to the Special Record Date by
United States mail, first-class postage prepaid, to the address of each owner of a Certificate
appearing on the Registration Books at the close of business on the last business day immediately
preceding the date of mailing of such notice. Notwithstanding the foregoing, during any period in
which ownership of the Certificates is determined only by a book entry at a securities depository for
the Certificates, payments made to the securities depository, or its nominee, shall be made in
accordance with arrangements between the City and the securities depository.Capitalized terms used
herein and not otherwise defined shall have the meanings given to such terms in the Ordinance.
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ANY ACCRUED INTEREST due at maturity or upon the redemption of this Certificate
prior to maturity as provided herein shall be paid to the Registered Owner upon presentation and
surrender of this Certificate for redemption and payment at the Designated Payment/Transfer Office
of the Paying Agent/Registrar.The City covenants with the Registered Owner of this Certificate that
on or before each payment date for this Certificate it will make available to the Paying
Agent/Registrar, from the "Interest and Sinking Fund" created by the Ordinance, the amounts
required to provide for the payment, in immediately available funds, of all principal of and interest
on the Certificates, when due.
IF THE DATE for the payment of the principal of or interest on this Certificate shall be a
Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the
principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or
executive order to close,then the date for such payment shall be the next succeeding day which is not
such a Saturday, Sunday,legal holiday or day on which banking institutions are authorized to close;
and payment on such date shall have the same force and effect as if made on the original date
payment was due.
THIS CERTIFICATE is one of a series of Certificates dated May 21, 2019,authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of
$ for the purpose of paying contractual obligations incurred or to be incurred by
the City for(1)constructing,improving,extending,expanding,upgrading and/or developing streets,
roads, bridges, sidewalks, intersections,traffic signalization and other transportation improvement
projects including related waterworks, sewer and drainage improvements, signage, landscaping,
irrigation,purchasing any necessary rights-of-way and other related transportation costs,including,
but not limited to, Deepwood Drive, Gattis School Road, Kenney Fort Boulevard, Logan Street,
McNeil Road,North Mays Street,Oakmont Drive,Old Settlers Boulevard,Red Bud Lane,Ranch-to-
Market Road 620, SH45 Frontage Road,University Boulevard and Wyoming Springs Drive,and(2)
professional services including fiscal,engineering,architectural and legal fees and other such costs
incurred in connection therewith including the costs of issuing the Certificates.
ON AUGUST 15, 2026, or on any date thereafter, the Certificates maturing on and after
August 15,2027 may be redeemed prior to their scheduled maturities,at the option of the City,with
funds derived from any available and lawful source,at par plus accrued interest to the date fixed for
redemption as a whole, or in part, and, if in part, the particular maturities to be redeemed shall be
selected and designated by the City and if less than all of a maturity is to be redeemed,the Paying
Agent/Registrar shall determine by lot the Certificates,or a portion thereof,within such maturity to
be redeemed(provided that a portion of a Certificate may be redeemed only in an integral multiple of
$5,000).
THE CERTIFICATES maturing on August 15,20_(the"Term Certificates")are subject
to mandatory sinking fund redemption by lot 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 Certificates Maturing August 15,20 *
Redemption Date Principal Amount
August 15, 20_ $
August 15, 20_
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August 15, 20_*
*Final Maturity
THE PRINCIPAL AMOUNT of the Term Certificates required to be redeemed pursuant to
the operation of the mandatory sinking fund redemption provisions shall be reduced,at the option of
the City by the principal amount of any Term Certificates of the stated maturity which, at least 50
days prior to a mandatory redemption date, (1) shall have been acquired by the City at a price not
exceeding the principal amount of such Term Certificates plus accrued interest to the date of
purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been
purchased and canceled by the Paying Agent/Registrar at the request of the City with monies in the
Interest and Sinking Fund at a price not exceeding the principal amount of the Term Certificates plus
accrued interest to the date of purchase thereof, or (3) shall have been redeemed pursuant to the
optional redemption provisions and not theretofore credited against a mandatory sinking fund
redemption requirement.
NO LESS THAN 30 DAYS prior to the date fixed for any such redemption,the City shall
cause the Paying Agent/Registrar to send notice by United States mail,first-class postage prepaid to
the Registered Owner of each Certificate to be redeemed at its address as it appeared on the
Registration Books of the Paying Agent/Registrar at the close of business on the business day
immediately preceding the date of mailing such notice and to major securities depositories,national
bond rating agencies and bond information services;provided,however,that the failure to send,mail
or receive such notice,or any defect therein or in the sending or mailing thereof, shall not affect the
validity or effectiveness of the proceedings for the redemption of any Certificates. By the date fixed
for any such redemption due provision shall be made with the Paying Agent/Registrar for the
payment of the required redemption price for the Certificates or portions thereof which are to be so
redeemed. If due provision for such payment is made, all as provided above, the Certificates or
portions thereof which are to be so redeemed thereby automatically shall be treated as redeemed
prior to their scheduled maturities,and they shall not bear interest after the date fixed for redemption,
and they shall not be regarded as being outstanding except for the right of the Registered Owner to
receive the redemption price from the Paying Agent/Registrar out of the funds provided for such
payment. If a portion of any Certificates shall be redeemed a substitute Certificates or Certificates
having the same maturity date, bearing interest at the same rate, in any denomination or
denominations in any integral multiple of$5,000,at the written request of the Registered Owner,and
in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the
Registered Owner upon the surrender thereof for cancellation, at the expense of the City, all as
provided in the Ordinance.
WITH RESPECT TO any optional redemption of the Certificates, unless certain
prerequisites to such redemption required by the Ordinance have been met and moneys sufficient to
pay the principal of and premium, if any, and interest on the Certificates to be redeemed shall have
been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such
notice shall state that said redemption may, at the option of the City, be conditional upon the
satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or
prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of
redemption. If a conditional notice of redemption is given and such prerequisites to the redemption
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and sufficient moneys are not received,such notice shall be of no force and effect,the City shall not
redeem such Certificates and the Paying Agent/Registrar shall give notice, in the manner in which
the notice of redemption was given,to the effect that the Certificates have not been redeemed.
DURING ANY PERIOD in which ownership of the Certificates is determined only by a
book entry at a securities depository for the Certificates, if fewer than all of the Certificates of the
same maturity and bearing the same interest rate are to be redeemed, the particular Certificates of
such maturity and bearing such interest rate shall be selected in accordance with the arrangements
between the City and the securities depository.
ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered
certificates, without interest coupons, in the denomination of any integral multiple of$5,000. As
provided in the Ordinance,this Certificate,or any unredeemed portion hereof,may,at the request of
the Registered Owner or the assignee or assignees hereof, be assigned, transferred, converted into
and exchanged for a like aggregate principal amount of fully registered Certificates,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 Certificate to the Paying Agent/Registrar for cancellation,all in accordance with the
form and procedures set forth in the Ordinance.Among other requirements for such assignment and
transfer,this Certificate must be presented and surrendered to the Paying Agent/Registrar,together
with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the
Paying Agent/Registrar,evidencing assignment of this Certificate or any portion or portions hereof in
any integral multiple of$5,000 to the assignee or assignees in whose name or names this Certificate
or any such portion or portions hereof is or are to be registered. The form of Assignment printed or
endorsed on this Certificate may be executed by the Registered Owner to evidence the assignment
hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the
Paying Agent/Registrar may be used to evidence the assignment of this Certificate or any portion or
portions hereof from time to time by the Registered Owner. The Paying Agent/Registrar's reasonable
standard or customary fees and charges for assigning,transferring, converting and exchanging any
Certificate or portion thereof will be paid by the City. In any circumstance, any taxes or
governmental charges required to be paid with respect thereto shall be paid by the one requesting
such assignment,transfer, conversion or exchange, as a condition precedent to the exercise of such
privilege.The Paying Agent/Registrar shall not be required to make any such transfer,conversion,or
exchange (i) during the period commencing with the close of business on any Record Date and
ending with the opening of business on the next following principal or interest payment date,or(ii)
with respect to any Certificate or any portion thereof called for redemption prior to maturity,within
45 days prior to its redemption date; provided, however, such limitation of transfer shall not be
applicable to an exchange by the Registered Owner of the unredeemed balance of the Certificate.
WHENEVER the beneficial ownership of this Certificate is determined by a book entry at a
securities depository for the Certificates, the foregoing requirements of holding, delivering or
transferring this Certificate shall be modified to require the appropriate person or entity to meet the
requirements of the securities depository as to registering or transferring the book entry to produce
the same effect.
IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the City,
resigns,or otherwise ceases to act as such,the City has covenanted in the Ordinance that it promptly
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will appoint a competent and legally qualified substitute therefor,and cause written notice thereof to
be mailed to the Registered Owners of the Certificates.
IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and
validly authorized,issued and delivered;that all acts,conditions and things required or proper to be
performed, exist and be done precedent to or in the authorization, issuance and delivery of this
Certificate have been performed, existed and been done in accordance with law; that annual ad
valorem taxes sufficient to provide for the payment of the interest on and principal of this Certificate,
as such interest comes due,and as such principal matures,have been levied and ordered to be levied
against all taxable property in the City, and have been pledged for such payment, within the limit
prescribed by law,and that this Certificate,together with other obligations of the City,is additionally
secured by and payable from a limited pledge of the surplus revenues of the City's System,remaining
after payment of all operation and maintenance expenses thereof, and all debt service, reserve and
other requirements in connection with all of the City's revenue bonds or other obligations (now or
hereafter outstanding),which are payable from all or part of the Net Revenues of the City's System,
which amount shall not exceed $1,000, all as provided in the Ordinance.
BY BECOMING the Registered Owner of this Certificate, the Registered Owner thereby
acknowledges all of the terms and provisions of the Ordinance,agrees to be bound by such terms and
provisions, acknowledges that the Ordinance is duly recorded and available for inspection in the
official minutes and records of the City Council, and agrees that the terms and provisions of this
Certificate and the Ordinance constitute a contract between each Registered Owner hereof and the
City.
IN WITNESS WHEREOF, the City has caused this Certificate to be signed with the
manual or facsimile signature of the Mayor of the City and countersigned with the manual or
facsimile signature of the City Clerk of the City, and has caused the official seal of the City to be
duly impressed, or placed in facsimile, on this Certificate.
w-
sAL
SARA L. WHITE, City Clerk CRAI MORI'll
, Mayor
[CITY SEAL]
•• ••• �+
Ty
lei •••••••••••••••
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FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Certificate is not accompanied by an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
It is hereby certified that this Certificate has been issued under the provisions of the
Ordinance described in the text of this Certificate; and that this Certificate has been issued in
conversion or replacement of, or in exchange for, a Certificate, Certificates, or a portion of a
Certificate or Certificates of a Series which originally was approved by the Attorney General of the
State of Texas and registered by the Comptroller of Public Accounts of the State of Texas.
Dated
The Bank of New York Mellon
Trust Company,N.A.
Paying Agent/Registrar
By
Authorized Representative
FORM OF ASSIGNMENT
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer
Identification Number of Transferee
(Please print or typewrite name and address,
including zip code, of Transferee)
the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
,attorney,to register the transfer of the within
Certificate on the books kept for registration thereof,with full power of substitution in the premises.
Dated:
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Signature Guaranteed:
NOTICE: Signature(s)must be guaranteed by NOTICE: The signature above must
a member firm of the New York Stock correspond with the name of the Registered
Exchange or a commercial bank or trust Owner as it appears upon the front of this
company. Certificate in every particular, without
alteration or enlargement or any change
whatsoever.
FORM OF REGISTRATION CERTIFICATE OF
THE COMPTROLLER OF PUBLIC ACCOUNTS FOR THE INITIAL CERTIFICATE
ONLY:
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Certificate has been examined,certified as to validity and approved
by the Attorney General of the State of Texas, and that this Certificate has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts
of the State of Texas
(COMPTROLLER'S SEAL)
INSERTIONS FOR THE INITIAL CERTIFICATE
The Initial Certificate shall be in the form set forth in this Section, except that:
A. immediately under the name of the Certificate,the headings"INTEREST RATE"and
"MATURITY DATE" shall both be completed with the words "As shown below" and
"CUSIP NO." shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"ON THE MATURITY DATE SPECIFIED ABOVE,the CITY OF ROUND ROCK,
TEXAS in Williamson and Travis Counties,Texas(the "City"),being a political subdivision of the
State of Texas, hereby promises to pay to the Registered Owner specified above, or registered
assigns (hereinafter called the "Registered Owner"), on August 15 in each of the years, in the
principal installments and bearing interest at the per annum rates set forth in the following schedule:
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Years Principal Amount Interest Rates
(Information from Sections 2 and 3 to be inserted)
The City promises to pay interest on the unpaid principal amount hereof(calculated on the basis of a
360-day year of twelve 30-day months) from the Date of Delivery set forth above at the respective
Interest Rate per annum specified above. Interest is payable on February 15,2020 and semiannually
on each August 15 and February 15 thereafter to the date of payment of the principal installment
specified above; except, that if this Certificate is required to be authenticated and the date of its
authentication is later than the first Record Date (hereinafter defined), such principal amount shall
bear interest from the interest payment date immediately preceding the date of authentication,unless
such date of authentication is after any Record Date but on or before the next following interest
payment date, in which case such principal amount shall bear interest from such next following
interest payment date;provided,however,that if on the date of authentication hereof the interest on
the Certificate or Certificates,if any,for which this Certificate is being exchanged is due but has not
been paid,then this Certificate shall bear interest from the date to which such interest has been paid
in full."
C. The Initial Certificate shall be numbered "T-1."
SECTION 6. TAX LEVY. A special Interest and Sinking Fund(the"Interest and Sinking
Fund")is hereby created solely for the benefit of the Certificates, and the Interest and Sinking Fund
shall be established and maintained by the City at an official depository bank of the City. The
Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the
City, and shall be used only for paying the interest on and principal of the Certificates. All ad
valorem taxes levied and collected for and on account of the Certificates shall be deposited, as
collected, to the credit of the Interest and Sinking Fund. During each year while any of the
Certificates are outstanding and unpaid, the City Council shall compute and ascertain a rate and
amount of ad valorem tax which will be sufficient, within the limit prescribed by law,to raise and
produce the money required to pay the interest on the Certificates as such interest comes due,and to
provide and maintain a sinking fund adequate to pay the principal of the Certificates as such
principal matures (but never less than 2% of the original principal amount of the Certificates as a
sinking fund each year); and the tax shall be based on the latest approved tax rolls of the City,with
full allowances being made for tax delinquencies and the cost of tax collection. The rate and amount
of ad valorem tax is hereby levied,and is hereby ordered to be levied,against all taxable property in
the City, for each year while any of the Certificates are outstanding and unpaid, and the tax shall be
assessed and collected each such year and deposited to the credit of the Interest and Sinking Fund.
The ad valorem taxes sufficient to provide for the payment of the interest on and principal of the
Certificates, as such interest comes due and such principal matures, are hereby pledged for such
payment, within the limit prescribed by law. Accrued interest on the Certificates, if any, shall be
deposited in the Interest and Sinking Fund and used to pay interest on the Certificates.
Chapter 1208, Texas Government Code, applies to the issuance of the Certificates and the
pledge of the ad valorem taxes and Surplus Revenues granted by the City under this Section and
Section 7 of this Ordinance,and is therefore valid,effective,and perfected. If Texas law is amended
at any time while the Certificates are outstanding and unpaid,such that the pledge of the ad valorem
taxes and Surplus Revenues granted by the City under this Section and Section 7 of this Ordinance is
to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then, in
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order to preserve to the Owners of the Certificates the perfection of the security interest in said
pledge, the City agrees to take such measures as it determines are reasonable and necessary under
Texas law to comply with the applicable provisions of Chapter 9,Business& Commerce Code and
enable a filing to perfect the security interest in said pledge to occur.
SECTION 7. REVENUES. The Certificates together with other obligations of the City,
are additionally secured by and shall be payable from and secured by a limited pledge of the surplus
revenues of the City's System, after payment of all operation and maintenance expenses or
collections thereof,and all debt service,reserve and other requirements in connection with all of the
City's revenue bonds or other obligations(now or hereafter outstanding)which are payable from all
or any part of the revenues of the City's System,which amount shall not exceed $1,000, with such
amount constituting"Surplus Revenues."The City shall deposit such Surplus Revenues to the credit
of the Interest and Sinking Fund created pursuant to Section 6, to the extent necessary to pay the
principal and interest on the Certificates.Notwithstanding the requirements of Section 6,if Surplus
Revenues or other lawfully available funds are actually on deposit or budgeted for deposit in the
Interest and Sinking Fund in advance of the time when ad valorem taxes are scheduled to be levied
for any year, then the amount of taxes which otherwise would have been required to be levied
pursuant to Section 6 may be reduced to the extent and by the amount of the Surplus Revenues or
other lawfully available funds then on deposit in the Interest and Sinking Fund or budgeted for
deposit therein.
Whenever used in this Ordinance the Term"System"means the City's combined waterworks,
sewer and drainage system.
The Mayor and the Chief Financial Officer of the City are hereby ordered to do any and all
things necessary to accomplish the transfer of monies to the Interest and Sinking Fund of this issue in
ample time to pay such items of principal and interest.
SECTION 8. DEFEASANCE OF CERTIFICATES. (a)Any Certificate and the interest
thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Certificate")
within the meaning of this Ordinance,except to the extent provided in subsections(c)and(e)of this
Section, when payment of the principal of such Certificate, plus interest thereon to the due date or
dates(whether such due date or dates be by reason of maturity,upon redemption,or otherwise)either
(i) shall have been made or caused to be made in accordance with the terms thereof(including the
giving of any required notice of redemption or 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
Certificates shall have become due and payable or(3)any combination of(1)and(2). At such time
as a Certificate shall be deemed to be a Defeased Certificate hereunder,as aforesaid,such Certificate
and the interest thereon shall no longer be secured by,payable from,or entitled to the benefits of,the
ad valorem taxes or revenues herein levied and pledged as provided in this Ordinance, and such
principal and interest shall be payable solely from such money or Defeasance Securities, and
thereafter the City will have no further responsibility with respect to amounts available to such
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Paying Agent/Registrar(or other financial institution permitted by applicable law)for the payment of
such Defeased Certificate, including any insufficiency therein caused by the failure of the Paying
Agent/Registrar(or other financial institution permitted by law)to receive payment when due on the
Defeasance Securities.
(b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of a
Certificate as aforesaid when proper notice of redemption of such Certificates shall have been given
or upon the establishment of irrevocable provisions for the giving of such notice,in accordance with
this Ordinance. Any money so deposited with the Paying Agent/Registrar or an eligible trust
company or commercial bank as provided in this Section may at the discretion of the City Council
also be invested in Defeasance Securities,maturing in the amounts and at the times as hereinbefore
set forth,and all income from all Defeasance Securities in possession of the Paying Agent/Registrar
or an eligible trust company or commercial bank pursuant to this Section which is not required for
the payment of such Certificate and premium,if any,and interest thereon with respect to which such
money has been so deposited, shall be remitted to the City Council.
(c) Notwithstanding any provision of any other Section of this Ordinance which may be
contrary to the provisions of this Section, all money or Defeasance Securities set aside and held in
trust pursuant to the provisions of this Section for the payment of principal of the Certificates and
premium, if any, and interest thereon, shall be applied to and used solely for the payment of the
particular Certificates and premium, if any, and interest thereon,with respect to which such money
or Defeasance Securities have been so set aside in trust. Until all Defeased Certificates shall have
become due and payable, the Paying Agent/Registrar shall perform the services of Paying
Agent/Registrar for such Defeased Certificates the same as if they had not been defeased, and the
City shall make proper arrangements to provide and pay for such services as required by this
Ordinance.
(d) Notwithstanding anything elsewhere in this Ordinance, if money or Defeasance
Securities have been deposited or set aside with the Paying Agent/Registrar or an eligible trust
company or commercial bank pursuant to this Section for the payment of Certificates and such
Certificates shall not have in fact been actually paid in full,no amendment of the provisions of this
Section shall be made without the consent of the registered owner of each Certificate affected
thereby.
(e) Notwithstanding the provisions of subsection (a) immediately above, to the extent
that, upon the defeasance of any Defeased Certificate to be paid at its maturity,the City retains the
right under Texas law to later call that Defeased Certificate for redemption in accordance with the
provisions of this Ordinance, the City may call such Defeased Certificate for redemption upon
complying with the provisions of Texas law and upon the satisfaction of the provisions of subsection
(a) immediately above with respect to such Defeased Certificate as though it was being defeased at
the time of the exercise of the option to redeem the Defeased Certificate and the effect of the
redemption is taken into account in determining the sufficiency of the provisions made for the
payment of the Defeased Certificate.
As used in this Section, "Defeasance Securities" means (i) Federal Securities and (ii)
noncallable obligations of an agency or instrumentality of the United States of America, including
obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that,
on the date the City Council adopts or approves proceedings authorizing the issuance of refunding
bonds or otherwise provide for the funding of an escrow to effect the defeasance of the Certificates
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RoundRock/CO/2019:ORDINANCE
are rated as to investment quality by a nationally recognized investment rating firm not less than
"AAA" or its equivalent.
"Federal Securities"as used herein means direct,noncallable obligations of the United States
of America, including obligations that are unconditionally guaranteed by the United States of
America.
SECTION 9. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
CERTIFICATES. (a) Replacement Certificates. In the event any outstanding Certificate is
damaged,mutilated, lost, stolen or destroyed,the Paying Agent/Registrar shall cause to be printed,
executed and delivered,a new Certificate of the same principal amount,maturity and interest rate,as
the damaged, mutilated, lost, stolen or destroyed Certificate, in replacement for such Certificate in
the manner hereinafter provided.
(b) Application for Replacement Certificates. Application for replacement of damaged,
mutilated,lost,stolen or destroyed Certificates shall be made by the Registered Owner thereof to the
Paying Agent/Registrar. In every case of loss, theft or destruction of a Certificate, the Registered
Owner applying for a replacement Certificate shall furnish to the City and to the Paying
Agent/Registrar such security or indemnity as may be required by them to save each of them
harmless from any loss or damage with .respect thereto. Also, in every case of loss, theft or
destruction of a Certificate, the Registered Owner shall furnish to the City and to the Paying
Agent/Registrar evidence to their satisfaction of the loss,theft or destruction of such Certificate, as
the case may be. In every case of damage or mutilation of a Certificate,the Registered Owner shall
surrender to the Paying Agent/Registrar for cancellation the Certificate so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in
the event any such Certificate shall have matured, and no default has occurred which is then
continuing in the payment of the principal of, redemption premium, if any, or interest on the
Certificate,the City may authorize the payment of the same(without surrender thereof except in the
case of a damaged or mutilated Certificate) instead of issuing a replacement Certificate, provided
security or indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Certificates. Prior to the issuance of any replacement
certificate,the Paying Agent/Registrar shall charge the Registered Owner of such Certificate with all
legal, printing, and other expenses in connection therewith. Every replacement certificate issued
pursuant to the provisions of this Section by virtue of the fact that any Certificate is lost, stolen or
destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen or
destroyed Certificate shall be found at any time,or be enforceable by anyone,and shall be entitled to
all the benefits of this Ordinance equally and proportionately with any and all other Certificates duly
issued under this Ordinance.
(e) Authority for Issuing Replacement Certificates. In accordance with Subchapter B of
Chapter 1206, Texas Government Code, as amended,this Section shall constitute authority for the
issuance of any such replacement Certificate without necessity of further action by the governing
body of the City or any other body or person,and the duty of the replacement of such Certificates is
hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar
shall authenticate and deliver such Certificates in the form and manner and with the effect, as
provided in Section 4(a) of this Ordinance for Certificates issued in conversion and exchange for
other Certificates.
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SECTION 10. CUSTODY, APPROVAL, AND REGISTRATION OF
CERTIFICATES; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT
INSURANCE PROVISION,IF OBTAINED. The Mayor of the City is hereby authorized to have
control of the Initial Certificate issued and delivered hereunder and all necessary records and
proceedings pertaining to the Certificates pending their delivery and their investigation,examination,
and approval by the Attorney General of the State of Texas,and their registration by the Comptroller
of Public Accounts of the State of Texas. Upon registration of the Certificates 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 the Initial Certificate, and the seal of the
Comptroller shall be impressed, or placed in facsimile, on such Certificate. The approving legal
opinion of the City's Bond Counsel and the assigned CUSIP numbers may,at the option of the City,
be printed on the Certificates issued and delivered under this Ordinance, but neither shall have any
legal effect,and shall be solely for the convenience and information of the Registered Owners of the
Certificates. In addition,if bond insurance or other credit enhancement is obtained,the Certificates
may bear an appropriate legend as provided by the insurer.
SECTION 11. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THE CERTIFICATES. (a)Covenants. The City covenants to take any action necessary to assure,
or refrain from any action which would adversely affect, the treatment of the Certificates as
obligations described in section 103 of the Internal Revenue Code of 1986,as amended(the"Code"),
the interest on which is not includable in the "gross income" of the holder for purposes of federal
income taxation. In furtherance thereof, the City covenants as follows:
(1) to take any action to assure that no more than 10 percent of the proceeds of the
Certificates or the projects financed therewith(less amounts deposited to a reserve fund, if
any)are used for any"private business use," as defined in section 141(b)(6)of the Code or,if
more than 10 percent of the proceeds or the projects financed therewith are so used, such
amounts, whether or not received by the City, with respect to such private business use, do
not,under the terms of this Ordinance or any underlying arrangement,directly or indirectly,
secure or provide for the payment of more than 10 percent of the debt service on the
Certificates, in contravention of section 141(b)(2) of the Code;
(2) to take any action to assure that in the event that the "private business use"
described in subsection(1)hereof exceeds 5 percent of the proceeds of the Certificates or the
projects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in excess of 5 percent is used for a"private business use" which is "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 Certificates (less amounts deposited into a
reserve fund,if any)is directly or indirectly used to finance loans to persons,other than state
or local governmental units, in contravention of section 141(c) of the Code;
(4) to refrain from taking any action which would otherwise result in the
Certificates being treated as "private activity bonds"within the meaning of section 141(b)of
the Code;
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(5) to refrain from taking any action that would result in the Certificates being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion of the proceeds of the Certificates, directly
or indirectly,to acquire or to replace funds which were used,directly or indirectly,to acquire
investment property (as defined in section 148(b)(2) of the Code) which produces a
materially higher yield over the term of the Certificates, other than investment property
acquired with --
(A) proceeds of the Certificates invested for a reasonable temporary period
of 3 years or less or, in the case of a refunding bond, for a period of 90 days or less
until such proceeds are needed for the purpose for which the Certificates are issued,
(B) amounts invested in a bona fide debt service fund,within the meaning
of section 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
Certificates;
(7) to otherwise restrict the use of the proceeds of the Certificates or amounts
treated as proceeds of the Certificates, as may be necessary, so that the Certificates do not
otherwise contravene the requirements of section 148 of the Code (relating to arbitrage);
(8) to refrain from using the proceeds of the Certificates or proceeds of any prior
bonds to pay debt service on another issue more than 90 days after the date of issue of the
Certificates in contravention of the requirements of section 149(d) of the Code (relating to
advance refundings); and
(9) to pay to the United States of America at least once during each five-year
period(beginning on the date of delivery of the Certificates)an amount that is at least equal
to 90 percent of the "Excess Earnings,"within the meaning of section 148(f)of the Code and
to pay to the United States of America,not later than 60 days after the Certificates have been
paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings
under section 148(f) of the Code.
(b) Rebate Fund. In order to facilitate compliance with the above covenant(9),a"Rebate
Fund"is hereby established by the City for the sole benefit of the United States of America,and such
fund shall not be subject to the claim of any other person,including without limitation the owners of
the Certificates. The Rebate Fund is established for the additional purpose of compliance with
section 148 of the Code.
(c) Proceeds. The City understands that the term "proceeds" includes "disposition
proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred
proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the
Certificates. It is the understanding of the City that the covenants contained herein are intended to
assure compliance with the Code and any regulations or rulings promulgated by the U.S.Department
of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated
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which modify or expand provisions of the Code,as applicable to the Certificates,the City will not be
required to comply with any covenant contained herein to the extent that such failure to comply, in
the opinion of nationally recognized bond counsel, will not adversely affect the exemption from
federal income taxation of interest on the Certificates under section 103 of the Code. In the event
that regulations or rulings are hereafter promulgated which impose additional requirements which are
applicable to the Certificates, the City agrees to comply with the additional requirements to the
extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption
from federal income taxation of interest on the Certificates under section 103 of the Code. In
furtherance of such intention,the City hereby authorizes and directs the City Manager,the Assistant
City Manager or Chief Financial Officer of the City to execute any documents,certificates or reports
required by the Code and to make such elections, on behalf of the City,which may be permitted by
the Code as are consistent with the purpose for the issuance of the Certificates. This Ordinance is
intended to satisfy the official intent requirements set forth in section 1.150-2 of the Treasury
Regulations.
(d) Allocation Of,and Limitation On,Expenditures for the Project. The City covenants
to account for the expenditure of sale proceeds and investment earnings to be used for the purposes
described in Section 1 of this Ordinance(the "Project")on its books and records in accordance with
the requirements of the Code. The City recognizes that in order for the proceeds to be considered
used for the reimbursement of costs, the proceeds must be allocated to expenditures within 18
months of the later of the date that(1)the expenditure is made,or(2)the Project is completed;but in
no event later than three years after the date on which the original expenditure is paid. The foregoing
notwithstanding,the City recognizes that in order for proceeds to be expended under the Code,the
sale proceeds or investment earnings must be expended no more than 60 days after the earlier of
(1) the fifth anniversary of the delivery of the Certificates,or(2) the date the Certificates are retired.
The City agrees to obtain the advice of nationally-recognized bond counsel if such expenditure fails
to comply with the foregoing to assure that such expenditure will not adversely affect the tax-exempt
status of the Certificates. For purposes of this subsection,the City shall not be obligated to comply
with this covenant if it obtains an opinion of nationally-recognized bond counsel to the effect that
such failure to comply will not adversely affect the excludability for federal income tax purposes
from gross income of the interest.
(e) Disposition of Protect. The City covenants that the property constituting the Project
will not be sold or otherwise disposed in a transaction resulting in the receipt by the City of cash or
other compensation, unless the City obtains an opinion of nationally-recognized bond counsel that
such sale or other disposition will not adversely affect the tax-exempt status of the Certificates. For
purposes of this subsection,the portion of the property comprising personal property and disposed of
in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other
compensation. For purposes of this subsection, the City shall not be obligated to comply with this
covenant if it obtains an opinion of nationally-recognized bond counsel to the effect that such failure
to comply will not adversely affect the excludability for federal income tax purposes from gross
income of the interest.
SECTION 12. SALE OF CERTIFICATES. The Certificates are hereby sold and
shall be delivered to Raymond James&Associates,Inc.,as representative of the underwriters of the
Certificates(collectively,the"Underwriters"),at the price of$ (which amount
is equal to the principal amount of the Certificates plus a net premium of$ and less
an underwriting discount of$ ), all pursuant to the terms and provisions of a
Purchase Agreement in substantially the form attached hereto as Exhibit "A" which the Mayor or
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Mayor Pro-Tem is hereby authorized to execute and deliver and which the City Clerk of the City is
hereby authorized to attest. The City will initially deliver to the Underwriters one certificate for each
maturity of the Certificates authorized under this Ordinance. The Certificates shall initially be
registered in the name of Raymond James &Associates, Inc.
Pursuant to Sections 1201.029 and 1201.042, Texas Government Code, the
$ of net premium generated by the sale of the Certificates is allocated to be
used as follows: (i)$ for the Underwriters'discount,(ii)$ (which
includes a rounding amount of $ ) for costs of issuance of the Certificates, and (iii)
$ to the costs of the projects financed by the Certificates.
In consultation with, and reliance upon the advice of the financial advisor for the City, the
City Council hereby finds the terms and sale of the Certificates are the most advantageous reasonably
available on the date and time of the pricing of the Certificates given the then existing market
conditions and the stated terms of sale on such date and time and accordingly that such terms are in
the best interest of the City.
SECTION 13. DEFAULT AND REMEDIES. (a) Events of Default. Each of the
following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event
of Default:
(i) the failure to make payment of the principal of or interest on any of the
Certificates when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant,agreement or
obligation of the City,the failure to perform which materially,adversely affects the rights of
the Registered Owners of the Certificates, including, but not limited to, their prospect or
ability to be repaid in accordance with this Ordinance, and the continuation thereof for a
period of 60 days after notice of such default is given by any Registered Owner to the City.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any
Registered Owner or an authorized representative thereof, including, but not limited to, a
trustee or trustees therefor,may proceed against the City,or any official,officer or employee
of the City in their official capacity,for the purpose of protecting and enforcing the rights of
the Registered Owners under this Ordinance, by mandamus or other suit, action or special
proceeding in equity or at law,in any court of competent jurisdiction,for any relief permitted
by law,including the specific performance of any covenant or agreement contained herein,or
thereby to enjoin any act or thing that may be unlawful or in violation of any right of the
Registered Owners hereunder or any combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for
the equal benefit of all Registered Owners of Certificates then outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any
other available remedy or remedies,but each and every such remedy shall be cumulative and
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shall be in addition to every other remedy given hereunder or under the Certificates 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 Certificates
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 Certificate 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 14. ESTABLISHMENT OF PROJECT FUND. (a) Project Fund. The
Series 2019 Certificate Project Fund is hereby created and shall be established and maintained by the
City at an official depository bank of the City. Proceeds from the sale of the Certificates shall be
deposited in the Project Fund.
(b) Investment of Funds. The City hereby covenants that the proceeds of the sale of the
Certificates will be used as soon as practicable for the purposes for which the Certificates are issued.
Obligations purchased as an investment of money in any fund shall be deemed to be a part of such
fund. Any money in any fund created by this Ordinance may be invested as permitted by the Public
Funds Investment Act, as amended and the City's Investment Policy.
(c) Security for Funds. All funds created by this Ordinance shall be secured in the
manner and to the fullest extent required by law for the security of funds of the City.
(d) Maintenance of Funds. Any funds created pursuant to this Ordinance may be created
as separate funds or accounts or as subaccounts of the City's General Fund held by the City's
depository, and, as such, not held in separate bank accounts, such treatment shall not constitute a
commingling of the monies in such funds or of such funds and the City shall keep full and complete
records indicating the monies and investments credited to each such fund.
(e) Interest Earnings. Interest earnings derived from the investment of proceeds from the
sale of the Certificates shall be used along with the Certificate proceeds for the purpose for which the
Certificates are issued as set forth in Section 1 hereof or to pay principal or interest payments on the
Certificates;provided that after completion of such purpose,if any of such interest earnings remain
on hand, such interest earnings shall be deposited in the Interest and Sinking Fund. It is further
provided, however, that any interest earnings on Certificate proceeds which are required to be
rebated to the United States of America pursuant to Section 11 hereof in order to prevent the
Certificates from being arbitrage certificates shall be so rebated and not considered as interest
earnings for the purposes of this Section.
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SECTION 15. APPROVAL OF OFFICIAL STATEMENT.The City hereby approves
the form and content of the Official Statement relating to the Certificates and any addenda,
supplement or amendment thereto, and approves the distribution of such Official Statement in the
reoffering of the Certificates by the Underwriters in final form, with such changes therein or
additions thereto as the officer executing the same may deem advisable, such determination to be
conclusively evidenced by his execution thereof. The distribution and use of the Preliminary Official
Statement dated April_,2019 prior to the date hereof is confirmed,approved and ratified. The City
Council hereby finds and determines that the Preliminary Official Statement and final Official
Statement were"deemed final" (as that term is defined in 17 CFR Section 240.15c(2)-12)as of their
respective dates.
SECTION 16. APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT.
Attached hereto as Exhibit "B" is a substantially final form of Paying Agent/Registrar Agreement.
The Mayor or Mayor Pro-tem is hereby authorized to amend,complete or modify such agreement as
necessary and are further authorized to execute such agreement and the City Clerk is hereby
authorized to attest such agreement.
SECTION 17. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports.
The City shall provide annually to the MSRB,(1)within six months after the end of each fiscal year
of the City ending in or after 2019,financial information and operating data with respect to the City
of the general type included in the final Official Statement authorized by Section 15 of this
Ordinance, being information of the type described in Exhibit C hereto, including financial
statements of the City if audited financial statements of the City are then available, and (2) if not
provided as part of such financial information and operating data,audited financial statements of the
City, when and if available. Any financial statements to be provided shall be (i) prepared in
accordance with the accounting principles described in Exhibit C hereto, or such other accounting
principles as the City may be required to employ from time to time pursuant to state law or
regulation, and in substantially the form included in the Official Statement, and (ii) audited, if the
City commissions an audit of such financial statements and the audit is completed within the period
during which they must be provided. If the audit of such financial statements is not complete within
12 months after any such fiscal year end, then the City shall file unaudited financial statements
within such 12-month period and audited financial statements for the applicable fiscal year, when
and if the audit report on such statements becomes available.
If the City changes its fiscal year,it will file notice of the change(and of the date of the new
fiscal year end)with the MSRB prior to the next date by which the City otherwise would be required
to provide financial information and operating data pursuant to this Section.
(b) Event Notices. The City shall file notice of any of the following events with respect
to the Certificates with the MSRB in a timely manner and not more than 10 business days after the
occurrence of the event:
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
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(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or
final determinations of taxability,Notices of Proposed Issue(IRS Form 5701-TEB),or other
material notices or determinations with respect to the tax status of the Certificates,or other
material events affecting the tax status of the Certificates;
(7) Modifications to rights of holders of the Certificates, if material;
(8) Certificate calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Certificates, if
material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership, or similar event of the City;
(13) The consummation of a merger, consolidation, or acquisition involving the City or
the sale of all or substantially all of the assets of the City,other than in the ordinary course of
business,the entry into a definitive agreement to undertake such an action or the termination
of a definitive agreement relating to any such actions, other than pursuant to its terms, if
material; and
(14) Appointment of a successor or additional trustee or the change of name of a trustee,if
material; and
(15) Incurrence of a Financial Obligation of the City, if material, or agreement to
covenants, events of default, remedies,priority rights, or other similar terms of a Financial
Obligation of the City, any of which affect security holders, if material; and
(16) Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a Financial Obligation of the City, any of which reflect
financial difficulties.
For these purposes, (a) any event described in the immediately preceding paragraph(12) is
considered to occur when any of the following occur:the appointment of a receiver,fiscal agent,or
similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other
proceeding under state or federal law in which a court or governmental authority has assumed
jurisdiction over substantially all of the assets or business of the City,or if such jurisdiction has been
assumed by leaving the existing governing body and officials or officers of the City in possession but
subject to the supervision and orders of a court or governmental authority, or the entry of an order
confirming a plan of reorganization,arrangement,or liquidation by a court or governmental authority
having supervision or jurisdiction over substantially all of the assets or business of the City and(b)
the City intends the words used in the immediately preceding paragraphs (15) and (16) and the
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definition of Financial Obligation in this Section to have the same meanings as when they are used in
the Rule, as evidenced by SEC Release No. 34-83885, dated August 20, 2018.
The City shall file notice with 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.
(c) Limitations, Disclaimers, and Amendments. The City shall be obligated to observe
and perform the covenants specified in this Section for so long as, but only for so long as, the City
remains an"obligated person"with respect to the Certificates within the meaning of the Rule,except
that the City in any event will give notice of any deposit that causes the Certificates to be no longer
outstanding in accordance with Section 8 of this Ordinance.
The provisions of this Section are for the sole benefit of the holders and beneficial owners of
the Certificates,and nothing in this Section,express or implied,shall give any benefit or any legal or
equitable right,remedy,or claim hereunder to any other person. The City undertakes to provide only
the financial information, operating data, financial statements, and notices which it has expressly
agreed to provide pursuant to this Section and does not hereby undertake to provide any other
information that may be relevant or material to a complete presentation of the City's financial results,
condition, or prospects or hereby undertake to update any information provided in accordance with
this Section or otherwise,except as expressly provided herein. The City makes no representation or
warranty concerning such information or its usefulness to a decision to invest in or sell Certificates at
any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT
OR TORT,FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITH 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
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law,or a change
in the identity, nature, status, or type of operations of the City,but only if(1)the provisions of this
Section, as so amended,would have permitted an underwriter to purchase or sell Certificates in the
primary offering of the Certificates in compliance with the Rule, taking into account any
amendments or interpretations of the Rule to the date of such amendment as well as such changed
circumstances, and (2) either (a) the holders of a majority in aggregate principal amount of the
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outstanding Certificates consent 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 interests of the holders and beneficial owners of the Certificates. The City may also
repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions
of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are
invalid, and the City also may amend the provisions of this Section in its discretion in any other
manner or circumstance, but in either case only if and to the extent that the provisions of this
sentence would not have prevented an underwriter from lawfully purchasing or selling Certificates in
the primary offering of the Certificates, giving effect to (i) such provisions as so amended and (ii)
any amendments or interpretations of the Rule. If the City so amends the provisions of this Section,
the City shall include with any amended financial information or operating data next provided in
accordance with this subsection(a) of this Section an explanation, in narrative form, of the reasons
for the amendment and of the impact of any change in the type of financial information or operating
data so provided.
(d) Format, Identifying Information, and Incorporation by Reference. All financial
information,operating data,financial statements,and notices required by this Section to be provided
to the MSRB shall be provided in an electronic format and be accompanied by identifying
information prescribed by the MSRB.
Financial information and operating data to be provided pursuant to subsection (a) of this
Section may be set forth in full in one or more documents or may be included by specific reference to
any document(including an official statement or other offering document)available to the public on
the MSRB's Internet Web site or filed with the SEC.
(e) Definitions. As used in this Section,the following terms have the meanings ascribed
to such terms below:
"Financial Obligation"means a(a)debt obligation;(b)derivative instrument entered
into in connection with, or pledged as security or a source of payment for, an existing or
planned debt obligation; or (c) guarantee of a debt obligation or any such derivative
instrument; provided that "financial obligation" shall not include municipal securities (as
defined in the Securities Exchange Act of 1934, as amended) as to which a final official
statement(as defined in the Rule)has been provided to the MSRB consistent with the Rule.
"MSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
SECTION 18. AMENDMENT OF ORDINANCE. The City hereby reserves the right to
amend this Ordinance subject to the following terms and conditions, to-wit:
(a) The City may from time to time, without the consent of any holder, except as
otherwise required by paragraph(b)below,amend or supplement this Ordinance in order to(i)cure
any ambiguity, defect or omission in this Ordinance that does not materially adversely affect the
interests of the holders, (ii)grant additional rights or security for the benefit of the holders, (iii)add
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events of default as shall not be inconsistent with the provisions of this Ordinance and that shall not
materially adversely affect the interests of the holders, (iv) qualify this Ordinance under the Trust
Indenture Act of 1939,as amended,or corresponding provisions of federal laws from time to time in
effect, (v) obtain insurance or ratings on the Certificates, (vi) obtain the approval of the Attorney
General of the State Texas, or (vii) make such other provisions in regard to matters or questions
arising under this Ordinance as shall not be inconsistent with the provisions of this Ordinance and
that shall not in the opinion of the City's Bond Counsel materially adversely affect the interests of the
holders.
(b) Except as provided in paragraph(a) above, any bond insurer of the Certificates (the
"Bond Insurer")and the holders of Certificates aggregating in principal amount 51%of the aggregate
principal amount of then outstanding Certificates that are the subject of a proposed amendment shall
have the right from time to time to approve any amendment hereto that may be deemed necessary or
desirable by the City; provided, however, that without the consent of 100% of the holders in
aggregate principal amount of the then outstanding Certificates and the Bond Insurer,nothing herein
contained shall permit or be construed to permit amendment of the terms and conditions of this
Ordinance or in any of the Certificates so as to:
(1) Make any change in the maturity of any of the outstanding Certificates;
(2) Reduce the rate of interest borne by any of the outstanding Certificates;
(3) Reduce the amount of the principal of, or redemption premium, if any,
payable on any outstanding Certificates;
(4) Modify the terms of payment of principal or of interest or redemption
premium on outstanding Certificates or any of them or impose any condition with
respect to such payment; or
(5) Change the minimum percentage of the principal amount of any series of
Certificates necessary for consent to such amendment.
(c) If at any time the City shall desire to amend this Ordinance under this Section, the
City shall send by U.S. mail to each registered owner of the affected Certificates a copy of the
proposed amendment and cause notice of the proposed amendment to be published at least once in a
financial publication published in The City of New York,New York or in the State of Texas. Such
published notice shall briefly set forth the nature of the proposed amendment and shall state that a
copy thereof is on file at the office of the City for inspection by all holders of such Certificates.
(d) Whenever at any time within one year from the date of publication of such notice the
City shall receive an instrument or instruments executed by the holders of at least 51%in aggregate
principal amount of all of the Certificates then outstanding that are required for the amendment,
which instrument or instruments shall refer to the proposed amendment and that shall specifically
consent to and approve such amendment, the City may adopt the amendment in substantially the
same form.
(e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be modified and amended in accordance with such
amendatory Ordinance, and the respective rights, duties, and obligations of the City and all holders
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of such affected Certificates shall thereafter be determined, exercised, and enforced, subject in all
respects to such amendment.
(f) Any consent given by the holder of a Certificate pursuant to the provisions of this
Section shall be irrevocable for a period of six months from the date of the publication of the notice
provided for in this Section,and shall be conclusive and binding upon all future holders of the same
Certificate during such period. Such consent may be revoked at any time after six months from the
date of the publication of said notice by the holder who gave such consent,or by a successor in title,
by filing notice with the City, but such revocation shall not be effective if the holders of 51% in
aggregate principal amount of the affected Certificates then outstanding,have,prior to the attempted
revocation, consented to and approved the amendment.
SECTION 19. NO RECOURSE AGAINST CITY OFFICIALS. No recourse shall be
had for the payment of principal of or interest on any Certificates or for any claim based thereon or
on this Ordinance against any official of the City or any person executing any Certificates.
SECTION 20. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby
authorizes the disbursement of a fee equal to the lesser of(i)one-tenth of one percent of the principal
amount of the Certificates or (ii) $9,500, provided that such fee shall not be less than $750, to the
Attorney General of Texas Public Finance Division for payment of the examination fee charged by
the State of Texas for the Attorney General's review and approval of public securities and credit
agreements, as required by Section 1202.004 of the Texas Government Code. The appropriate
member of the City's staff is hereby instructed to take the necessary measures to make this payment.
The City is also authorized to reimburse the appropriate City funds for such payment from proceeds
of the Certificates.
SECTION 21. FURTHER ACTIONS. The officers and employees of the City are hereby
authorized, empowered and directed from time to time and at any time to do and perform all such
acts and things and to execute,acknowledge and deliver in the name and under the corporate seal and
on behalf of the City all such instruments,whether or not herein mentioned,as may be necessary or
desirable in order to carry out the terms and provisions of this Ordinance,the Certificates,the initial
sale and delivery of the Certificates, the Paying Agent/Registrar Agreement, the Purchase
Agreement, any insurance commitment letter or insurance policy and the Official Statement. In
addition, prior to the initial delivery of the Certificates, the Mayor, the City Manager, the Chief
Financial Officer of the City,the City Attorney and Bond Counsel are hereby authorized and directed
to approve any technical changes or corrections to this Ordinance or to any of the instruments
authorized and approved by this Ordinance necessary in order to(i)correct any ambiguity or mistake
or properly or more completely document the transactions contemplated and approved by this
Ordinance and as described in the Official Statement, (ii) obtain a rating from any of the national
bond rating agencies or satisfy requirements of the Bond Insurer or (iii) obtain the approval of the
Certificates by the Texas Attorney General's office.
In case any officer of the City whose signature shall appear on any Certificate shall cease to
be such officer before the delivery of such Certificate,such signature shall nevertheless be valid and
sufficient for all purposes the same as if such officer had remained in office until such delivery.
SECTION 22. 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
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reference only and are not to be considered a part hereof and shall not in any way modify or restrict
any of the terms or provisions hereof. This Ordinance and all the terms and provisions hereof shall
be liberally construed to effectuate the purposes set forth herein and to sustain the validity of the
Certificates and the validity of the lien on and pledge of the ad valorem taxes and Surplus Revenues
granted by the City under Sections 6 and 7 of this Ordinance to secure the payment of the
Certificates.
SECTION 23. INCONSISTENT PROVISIONS. All ordinances,orders or resolutions,or
parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
SECTION 24. INTERESTED PARTIES. Nothing in this Ordinance expressed or implied
is intended or shall be construed to confer upon, or to give to, any person or entity, other than the
City and the registered owners of the Certificates, any right, remedy or claim under or by reason of
this Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations,
promises and agreements in this Ordinance contained by and on behalf of the City shall be for the
sole and exclusive benefit of the City and the registered owners of the Certificates.
SECTION 25. SEVERABILITY. If any provision of this Ordinance or the application
thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the
application thereof to other circumstances shall nevertheless be valid, and this governing body
hereby declares that this Ordinance would have been enacted without such invalid provision.
SECTION 26. REPEALER. All orders, resolutions and ordinances, or parts thereof,
inconsistent herewith are hereby repealed to the extent of such inconsistency.
SECTION 27. EFFECTIVE DATE. This Ordinance shall become effective upon the final
passage of this Ordinance.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and
approved on the first and final reading on April 25, 2019.
CITY OF ROUND ROCK, TEXAS
4 m
By: C G MGAN, Mayor
City of Rou d Rock, Texas
ATTEST:
wt.& q& * -
SARA L. WHITE, City Clerk
City of Round Rock, Texas
ROLWRock/CO/2019:ORDINANCE
EXHIBIT "A"
Purchase Agreement
[See Separate Tab of Transcript]
A-1
RoundRock/CO/2019:ORDINANCE
EXHIBIT "B"
PAYING AGENT/REGISTRAR AGREEMENT
[SEE SEPARATE TAB OF TRANSCRIPT]
B-1
RoundRock/CO/2019:ORDINANCE
EXHIBIT "C"
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 17 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided annually
in accordance with such Section are as specified(and included in the Appendix or under the headings
of the Official Statement referred to) below:
(1) Table 1 - Valuation, Exemptions and Ad Valorem Tax Debt;
(2) Table 2 - Taxable Assessed Valuations by Category;
(3) Table 3 - Valuation and Ad Valorem Tax Debt History;
(4) Table 4 - Tax Rate, Levy and Collection History;
(5) Table 5 - Ten Largest Taxpayers;
(6) Table 7 - Pro-Forma Ad Valorem Tax Debt Service Requirements;
(7) Table 8 —Interest and Sinking Fund Budget Projection;
(8) Table 9—Authorized But Unissued Ad Valorem Tax Bonds;
(9) Table 10—General Fund Revenues and Expenditure History;
(10) Table 11 —Municipal Sales Tax History;
(11) Table 12—Current Investments; and
(12) Appendix B.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described
in the notes to the financial statements contained Appendix B in the Official Statement.
C-1
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