Loading...
O-2019-0184 - 4/25/2019 ORDINANCE NO. 0-2019-0184 ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF ROUND ROCK, TEXAS GENERAL OBLIGATION REFUNDING BONDS, SERIES 2019; LEVYING AN AD VALOREM TAX IN SUPPORT OF THE BONDS; APPROVING AN OFFICIAL STATEMENT, A PURCHASE AGREEMENT, AN ESCROW AGREEMENT AND A PAYING AGENT/REGISTRAR AGREEMENT; CALLING CERTAIN OBLIGATIONS FOR REDEMPTION AND AUTHORIZING OTHER MATTERS RELATED TO THE ISSUANCE OF THE BONDS THE STATE OF TEXAS ' COUNTIES OF WILLIAMSON AND TRAVIS ' CITY OF ROUND ROCK ' WHEREAS, the City of Round Rock, Texas (the "City")has duly issued and there is now outstanding the City's General Obligation Refunding Bonds,Series 2010(the"Series 2010 Bonds"); and WHEREAS,the City now desires to refund a portion of such outstanding Series 2010 Bonds as described in the notice of redemption attached as Exhibit"D"hereto(collectively,the"Refunded Obligations"); WHEREAS, the City Council of the City deems it advisable and in the best interest of the City to refund the Refunded Obligations and that the refunding will result in net present value savings of$ and the City Council of the City further finds that the aggregate amount of payments under the Refunded Obligations exceeds the aggregate amount of payments under the refunding bonds by $ ; WHEREAS, Chapter 1207, Texas Government Code, as amended ("Chapter 1207") authorizes the City to issue refunding bonds and to deposit the proceeds from the sale thereof, and any other available funds or resources, directly with an eligible trust company or commercial bank, and such deposit,if made before such payment dates,shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; WHEREAS, Chapter 1207 further authorizes the City to enter into an escrow agreement with an eligible trust company or commercial bank with respect to the safekeeping, investment, reinvestment,administration,and disposition of any such deposit,upon such terms and conditions as the City and such entity may agree, provided that such deposits may be invested and reinvested in certain eligible securities which shall mature and bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment or prepayment of the Refunded Obligations; Round Rock:(G02019)ORDINANCE 0112.1902;00422007 WHEREAS,the Escrow Agreement hereinafter authorized by this Ordinance,constitutes an agreement of the kind authorized and permitted by said Chapter 1207; WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to maturity within 20 years of the date of the Bonds authorized by this Ordinance; WHEREAS,the City deems it appropriate to call for redemption the Refunded Obligations; WHEREAS,the Bonds(hereinafter defined)authorized by this Ordinance are being issued and delivered pursuant to the City Charter and to Chapter 1207, Texas Government Code, as amended, and other applicable laws; WHEREAS, it is considered to be in the best interest of the City that the Bonds 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 the 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 BONDS. 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 Bonds are hereby authorized to be issued and delivered in the aggregate principal amount of$ for the purpose of(1) refunding certain of the City's outstanding obligations described in Exhibit "D" hereto (the "Refunded Obligations")to achieve a debt service savings and (2)paying the costs of issuance of the Bonds. SECTION 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS AND MATURITIES OF BONDS. Each Bond issued pursuant to this Ordinance shall be designated: "CITY OF ROUND ROCK, TEXAS GENERAL OBLIGATION REFUNDING BOND, SERIES 2019" and initially there shall be issued, sold, and delivered hereunder fully registered bonds,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 Bond 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 Bonds or any portion or portions thereof(in each case,the "Registered Owner"),and the Bonds 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: YEARS PRINCIPAL AMOUNTS 2020 $ 2021 2022 2 Round Rock:(G02019)ORDINANCE 2023 2024 2025 2026 2027 The term "Bonds" as used in this Ordinance shall mean and include collectively the Bonds initially issued and delivered pursuant to this Ordinance and all substitute Bonds exchanged therefor,as well as all other substitute Bonds and replacement Bonds issued pursuant hereto, and the term "Bond" shall mean any of the Bonds. SECTION 3. INTEREST.The Bonds scheduled to mature during the years,respectively, set forth below shall bear interest from the dates specified in the FORM OF BOND set forth in this Ordinance to their respective dates of maturity or redemption prior to maturity at the following rates per annum: YEARS RATES 2021 % 2021 2022 2023 2024 2025 2026 2027 Interest shall be payable in the manner provided and on the dates stated in the FORM OF BOND set forth in this Ordinance. SECTION 4. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer, Conversion and Exchange; Authentication. The City shall keep or cause to be kept at The Bank of New York Mellon Trust Company, National Association, Dallas, Texas (the "Paying Agent/Registrar")books or records for the registration of the transfer, conversion and exchange of the Bonds(the"Registration Books"),and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers, 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 Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each Registered Owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed,and such interest payments shall not be mailed unless such notice has been given. 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 3 Round Rock:(G02019)ORDINANCE Bond or Bonds. Registration of assignments,transfers,conversions and exchanges of Bonds shall be made in the manner provided and with the effect stated in the FORM OF BOND set forth in this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. Except as provided in Section 4(c) of this Ordinance, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the Bond, and no such Bond shall be deemed to be issued or outstanding unless such Bond is so executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for conversion and exchange. No additional ordinances, orders or resolutions need be passed or adopted by the governing body of the City or any other body or person so as to accomplish the foregoing conversion and exchange of any Bond or portion thereof,and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in the manner prescribed herein, and the Bonds 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 Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar,and,upon the execution of the Bond,the converted and exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Bonds which initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts. (b) Payment of Bonds and Interest. The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds,all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the City and the Paying Agent/Registrar with respect to the Bonds, and of all conversions and exchanges of Bonds,and all replacements of Bonds,as provided in this Ordinance. However,in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter,a new record date for such interest payment(a"Special Record Date")will be established by the Paying Agent/Registrar,if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest(which shall be 15 days after the Special Record Date)shall be sent at least five(5)business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Registered Owner appearing on the 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 Bonds (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Bonds to be payable only to the Registered Owners thereof, (ii) may 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 date), (iii)may be converted and exchanged for other Bonds,(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 Bonds shall be payable, and (viii) shall be administered and the Paying Agent/Registrar and the City shall have certain duties and responsibilities with respect to the Bonds, all as provided,and in the manner and to the effect as required or indicated,in the FORM OF BOND set forth in this Ordinance. The Initial Bond initially issued and delivered pursuant to this Ordinance is not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each 4 Round Rock:(G02019)ORDINANCE substitute Bond issued in conversion of and exchange for any Bond or Bonds issued under this Ordinance the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF BOND. (d) Substitute PayiAgent/Registrar.The City covenants with the Registered Owners of the Bonds that at all times while the Bonds are outstanding the City will provide a competent and legally qualified bank,trust company,financial institution,or other agency to act as and perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying Agent/Registrar will be one entity. The City reserves the right to,and may,at its option,change the Paying Agent/Registrar upon not less than 30 days written notice to the Paying Agent/Registrar,to be effective at such time which will not disrupt or delay payment on the next principal or interest payment date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar(or its successor by merger,acquisition,or other method)should resign or otherwise cease to act as such, the City covenants that promptly it will appoint a competent and legally qualified bank,trust company,financial institution,or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books(or a copy thereof),along with all other pertinent books and records relating to the Bonds,to the new Paying Agent/Registrar designated and appointed by the City. Upon any change in the Paying Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of the Bonds,by United States mail,first-class postage prepaid,which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance,and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. (e) Book-Entry-Only System. The Bonds issued in exchange for the Initial Bond initially issued as provided in Section 4(i) shall be issued in the form of a separate single fully registered Bond for each of the maturities thereof registered in the name of Cede & Co., as nominee of The Depository Trust Company of New York("DTC") and except as provided in subsection(f)hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and dealers,banks,trust companies,clearing corporations and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among DTC participants (the "DTC Participant") or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds. .Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to(i)the accuracy of the records of DTC,Cede&Co.or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Registered Owner,as shown on the Registration Books,of any notice with respect to the Bonds,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 Bonds. Notwithstanding any other provision of this Ordinance to the contrary, but to the extent permitted by law, the City and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is 5 Round Rock:(G02019)ORDINANCE registered in the Registration Books as the absolute owner of such Bond for the purpose of payment of principal of, premium, if any, and interest, with respect to such Bond, for the purposes of registering transfers with respect to such Bond, and for all other purposes of registering transfers with respect to such Bonds,and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective Registered Owners,as shown in the Registration Books as provided in this Ordinance,or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to payment of principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in the Registration Books, shall receive a Bond evidencing the obligation of the City to make payments of principal,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 Bond,the City shall either (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or(ii)notify DTC and DTC Participants of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event,the Bonds shall no longer be restricted to being registered in the Registration Books in the name of Cede&Co.,as nominee of DTC,but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names the Registered Owner transferring or exchanging Bond shall designate,in accordance with the provisions of this Ordinance. (g) Payments to Cede&Co. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given,respectively,in the manner provided in the Letter of Representations of the City to DTC. (h) DTC Blanket Letter of Representations. The City confirms execution of a Blanket Issuer Letter of Representations with DTC establishing the Book-Entry-Only System which will be utilized with respect to the Bonds. (i) Cancellation of Initial Bond. On the closing date, one Initial Bond representing the entire principal amount of the Bonds, payable in stated installments to the order of the 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 6 Round Rock:(G02019)ORDINANCE 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 Bond, the Paying Agent/Registrar shall cancel the Initial Bond and deliver to DTC on behalf of such Underwriters one separate single fully registered Bond for each of the maturities thereof registered in the name of Cede&Co.,as nominee of DTC and except as provided in Section 4(f),all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. SECTION 5. FORM OF BOND. The form of the Bond, including the form of Paying Agent/Registrar's Authentication Certificate,the form of Assignment,the form of Initial Bond and the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Initial Bond 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 BOND UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF WILLIAMSON AND TRAVIS CITY OF ROUND ROCK, TEXAS GENERAL OBLIGATION REFUNDING BONDS, SERIES 2019 NO. R- PRINCIPAL AMOUNT INTEREST RATE DATE OF MATURITY DATE CUSIP NO. DELIVERY 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 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 August 15, 2019 and semiannually on each February 15 and August 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 3 0-day months;except that if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date(hereinafter defined),such principal amount shall 7 Round Rock:(G02019)ORDINANCE 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 Bond or Bonds,if any, for which this Bond is being exchanged or converted from is due but has not been paid,then this Bond shall bear interest from the date to which such interest has been paid in full. Notwithstanding the foregoing, during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, any payment to the securities depository,or its nominee or registered assigns,shall be made in accordance with existing arrangements between the City and the securities depository. THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America,without exchange or collection charges. The principal of this Bond shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at maturity or upon the date fixed for its redemption prior to maturity, at The 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 Bond 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 Bond(the "Bond 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 Bond 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 Bonds is determined only by a book entry at a securities depository for the Bonds, 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 Bond Ordinance. ANY ACCRUED INTEREST due at maturity or upon the redemption of this Bond prior to maturity as provided herein shall be paid to the Registered Owner upon presentation and surrender of this Bond for redemption and payment at the Designated Payment/Transfer Office of the Paying Agent/Registrar. The City covenants with the Registered Owner of this Bond that on or before each payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest 8 Round Rock:(G02019)ORDINANCE and Sinking Fund" created by the Bond Ordinance,the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. IF THE DATE for the payment of the principal of or interest on this Bond 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 BOND is one of a series of Bonds 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. (1) refunding certain of the City's outstanding obligations described in the Bond Ordinance to achieve a debt service savings and (2) paying the costs of issuance of the Bonds. THE BONDS are not subject to redemption prior to their scheduled maturities. ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without interest coupons, in the denomination of any integral multiple of$5,000. As provided in the Bond Ordinance, this Bond, or any unredeemed portion hereof, may, at the request of the Registered Owner or the assignee or assignees hereof, be assigned, transferred, converted into and exchanged for a like aggregate principal amount of fully registered Bonds,without interest coupons,payable to the appropriate Registered Owner, assignee or assignees, as the case may be, having the same denomination or denominations in any integral multiple of$5,000 as requested in writing by the appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for cancellation,all in accordance with the form and procedures set forth in the Bond Ordinance. Among other requirements for such assignment and transfer,this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar,evidencing assignment of this Bond or any portion or portions hereof in any integral multiple of$5,000 to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Bond may be executed by the Registered Owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions hereof from time to time by the Registered Owner. The Paying Agent/Registrar's reasonable standard or customary fees and charges for assigning,transferring, converting and exchanging any Bond 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 Bond or any portion thereof called for redemption prior to maturity, within 45 days prior to its 9 Round Rock:(G02019)ORDINANCE 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 Bond. WHENEVER the beneficial ownership of this Bond is determined by a book entry at a securities depository for the Bonds,the foregoing requirements of holding,delivering or transferring this Bond shall be modified to require the appropriate person or entity to meet the requirements of the securities depository as to registering or transferring the book entry to produce the same effect. IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the City,resigns, or otherwise ceases to act as such, the City has covenanted in the Bond Ordinance that it promptly will appoint a competent and legally qualified substitute therefor,and cause written notice thereof to be mailed to the Registered Owners of the Bonds. IT IS HEREBY certified,recited, and covenanted that this Bond has been duly and validly authorized, issued, and delivered; that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this Bond have been performed, existed, and been done in accordance with law; and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond, 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. BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes and records of the City Council, and agrees that the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each Registered Owner hereof and the City. IN WITNESS WHEREOF,the City has caused this Bond to be signed with the manual or facsimile signature of the Mayor of the City and countersigned with the manual or facsimile signature of the City Clerk of the City and has caused the official seal of the City to be duly impressed, or placed in facsimile, on this Bond. L-.tftK:_- /;� A Z SARA L. WHITE, City Clerk CRA MOR N, Mayor [CITY SEAL] RO • L&. ; 00 0 ,s s to Round Rock:(G02019)ORDINANCE FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Bond is not accompanied by an executed Registration Certificate of the Comptroller of Public Accounts of the State of Texas) It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or replacement of,or in exchange for,a Bond,Bonds,or a portion of a Bond or Bonds of a Series which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated THE BANK OF NEW YORK MELLON TRUST COMPANY,N.A., Dallas, Texas Paying Agent/Registrar By: Authorized Representative FORM OF ASSIGNMENT ASSIGNMENT For value received, the undersigned 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 Bond and all rights thereunder, and hereby irrevocably constitutes and appoints ,attorney,to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. 11 Round Rock:(G02019)ORDINANCE Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed NOTICE: The signature above must by 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. Bond in every particular,without alteration or enlargement or any change whatsoever. FORM OF REGISTRATION CERTIFICATE OF THE COMPTROLLER OF PUBLIC ACCOUNTS FOR THE INITIAL BOND ONLY: COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Bond has been examined, certified as to validity, and approved by the Attorney General of the State of Texas,and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this Comptroller of Public Accounts of the State of Texas [COMPTROLLER'S SEAL] INSERTIONS FOR THE INITIAL BOND The Initial Bond shall be in the form set forth in this Section, except that: A. immediately under the name of the Bond, the headings "INTEREST RATE" and "MATURITY DATE" shall both be completed with the words "As shown below" and "CUSIP NO." shall be deleted. B. the first paragraph shall be deleted and the following will be inserted: "ON THE MATURITY DATE SPECIFIED ABOVE,the City of Round Rock,Texas(the "City") 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: 12 Round Rock:(G02019)ORDINANCE Years Principal Amounts 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 August 15,2019 and semiannually on each February 15 and August 15 thereafter to the date of payment of the principal installment specified above; except, that if this Bond is required to be authenticated and the date of its authentication is later than 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 Bond or Bonds,if any,for which this Bond is being exchanged is due but has not been paid,then this Bond shall bear interest from the date to which such interest has been paid in full." C. The Initial Bond shall be numbered "T-1." SECTION 6. TAX LEVY. A special Interest and Sinking Fund(the"Interest and Sinking Fund")is hereby created solely for the benefit of the Bonds,and the Interest and Sinking Fund shall be established and maintained by the City at an official depository bank of the City. The Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the City,and shall be used only for paying the interest on and principal of the Bonds. All ad valorem taxes levied and collected for and on account of the Bonds shall be deposited,as collected,to the credit of the Interest and Sinking Fund. During each year while any of the Bonds are outstanding and unpaid,the City Council shall compute and ascertain a rate and amount of ad valorem tax,within the limit prescribed by law, which will be sufficient to raise and produce the money required to pay the interest on the Bonds as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of the Bonds as such principal matures (but never less than 2% of the original principal amount of the Bonds as a sinking fund each year); and the tax shall be based on the latest approved tax rolls of the City, with full 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 Bonds are outstanding and unpaid; and the tax shall be assessed and collected each such year and deposited to the credit of the Interest and Sinking Fund. The ad valorem taxes sufficient to provide for the payment of the interest on and principal of the Bonds, as such interest comes due and such principal matures, are hereby pledged for such payment,within the limit prescribed by law. Accrued interest on the Bonds, if any, shall be deposited in the Interest and Sinking Fund and used to pay interest on the Bonds. Chapter 1208,Texas Government Code,applies to the issuance of the Bonds and the pledge of the ad valorem taxes granted by the City under this Section, and is therefore valid,effective,and perfected. If Texas law is amended at any time while the Bonds are outstanding and unpaid such that the pledge of the ad valorem taxes granted by the City under this Section is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the Owners of the Bonds the perfection of the security interest in said pledge, the City agrees to take 13 Round Rock:(G02019)ORDINANCE 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. RESERVED. SECTION 8. DEFEASANCE OF BONDS(a)Any Bond and the interest thereon shall be deemed to be paid,retired and no longer outstanding(a"Defeased Bond")within the meaning of this Ordinance,except to the extent provided in subsections(c)and(e)of this Section,when payment of the principal of such Bond,plus interest thereon to the due date or dates (whether such due date or dates be by reason of maturity, upon redemption, or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof(including the giving of any required notice of redemption or the establishment of irrevocable provisions for the giving of such notice) or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar or an eligible trust company or commercial bank for such payment (1) lawful money of the United States of America sufficient to make such payment, (2) Defeasance Securities, certified by an independent public accounting firm of national reputation to mature as to principal and interest in such amounts and at such times as will ensure the availability, without reinvestment, of sufficient money to provide for such payment and when proper arrangements have been made by the City with the Paying Agent/Registrar or an eligible trust company or commercial bank for the payment of its services until all Defeased Bonds shall have become due and payable or (3) any combination of(1) and (2). At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer be secured by,payable from,or entitled to the benefits of,the ad valorem taxes herein levied 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 Paying Agent/Registrar (or other financial institution permitted by applicable law) for the payment of such Defeased Bond, 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 Bond as aforesaid when proper notice of redemption of such Bonds shall have been given or upon the establishment of irrevocable provisions for the giving of such notice, in accordance with this Ordinance. Any money so deposited with the Paying Agent/Registrar or an eligible trust company or commercial bank as provided in this Section may at the discretion of the City Council also be invested in Defeasance Securities,maturing in the amounts and at the times as hereinbefore set forth, and all income from all Defeasance Securities in possession of the Paying Agent/Registrar or an eligible trust company or commercial bank pursuant to this Section which is not required for the payment of such Bond and premium,if any, and interest thereon with respect to which such money has been so deposited, shall be remitted to the City Council. (c) Notwithstanding any provision of any other Section of this Ordinance which may be contrary to the provisions of this Section, all money or Defeasance Securities set aside and held in trust pursuant to the provisions of this Section for the payment of principal of the Bonds and premium, if any, and interest thereon, shall be applied to and used solely for the payment of the 14 Round Rock:(G02019)ORDINANCE particular Bonds and premium, if any, and interest thereon, with respect to which such money or Defeasance Securities have been so set aside in trust. Until all Defeased Bonds shall have become due and payable,the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the City shall make proper arrangements to provide and pay for such services as required by this Ordinance. (d) Notwithstanding anything elsewhere in this Ordinance, if money or Defeasance Securities have been deposited or set aside with the Paying Agent/Registrar or an eligible trust company or commercial bank pursuant to this Section for the payment of Bonds and such Bonds shall not have in fact been actually paid in full,no amendment of the provisions of this Section shall be made without the consent of the registered owner of each Bond affected thereby. (e) Notwithstanding the provisions of subsection(a)immediately above,to the extent that, upon the defeasance of any Defeased Bond to be paid at its maturity,the City retains the right under Texas law to later call that Defeased Bond for redemption in accordance with the provisions of this Ordinance, the City may call such Defeased Bond for redemption upon complying with the provisions of Texas law and upon the satisfaction of the provisions of subsection (a) immediately above with respect to such Defeased Bond as though it was being defeased at the time of the exercise of the option to redeem the Defeased Bond and the effect of the redemption is taken into account in determining the sufficiency of the provisions made for the payment of the Defeased Bond. 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 Bonds 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 BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged,mutilated,lost, stolen,or destroyed,the Paying Agent/Registrar shall cause to be printed,executed,and delivered,a new Bond of the same principal amount,maturity,and interest rate,as the damaged,mutilated,lost, stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter provided. (b) Application for Replacement Bonds. Application for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds shall be made by the Registered Owner thereof to the Paying Agent/Registrar. In every case of loss,theft,or destruction of a Bond,the Registered Owner applying for a replacement bond shall furnish to the City and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond, the Registered Owner shall furnish to the City and to the Paying Agent/Registrar evidence to their 15 Round Rock:(G02019)ORDINANCE satisfaction of the loss, theft, or destruction of such Bond, as the case may be. In every case of damage or mutilation of a Bond,the Registered Owner shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Section,in the event any such Bond shall have matured,and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Bond, the City may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond)instead of issuing a replacement Bond,provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement Bond, the Paying Agent/Registrar shall charge the Registered Owner of such Bond with all legal, printing,and other expenses in connection therewith. Every replacement Bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether or not the lost,stolen,or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under this Ordinance. (e) Authority for Issuing Replacement Bonds. In accordance with Subchapter B of Chapter 1206, Texas Government Code, as amended,this Section shall constitute authority for the issuance of any such replacement Bond without necessity of further action by the governing body of the City or any other body or person, and the duty of the replacement of such Bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with the effect, as provided in Section 4(a) of this Ordinance for Bonds issued in conversion and exchange for other Bonds. SECTION 10. CUSTODY,APPROVAL,AND REGISTRATION OF BONDS;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 Bond issued and delivered hereunder and all necessary records and proceedings pertaining to the Bonds pending their delivery and their investigation,examination,and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Bonds 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 Bond,and the seal of the Comptroller shall be impressed,or placed in facsimile, on such certificate. The approving legal opinion of the City's Bond Counsel and the assigned CUSIP numbers may, at the option of the City, be printed on the Bonds 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 Bonds. In addition,if bond insurance or other credit enhancement is obtained,the Bonds may bear an appropriate legend as provided by the insurer. 16 Round Rock:(G02019)ORDINANCE SECTION 11. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE BONDS. (a)Covenants. The City covenants to take any action necessary to assure,or refrain from any action which would adversely affect,the treatment of the Bonds as obligations described in section 103 of the Internal Revenue Code of 1986,as amended(the"Code"),the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the City covenants as follows: (1) to take any action to assure that no more than 10 percent of the proceeds of the Bonds or the Refunded Obligations or the projects financed or refinanced therewith (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds of the Bonds or the Refunded Obligations or the projects financed or refinanced therewith are so used, such amounts, whether or not received by the City, with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Bonds, in contravention of section 141(b)(2) of the Code; (2) to take any action to assure that in the event that the "private business use" described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the Refunded Obligations or the projects financed or refinanced therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" which is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (3) to take any action to assure that no amount which is greater than the lesser of $5,000,000,or 5 percent of the proceeds of the Bonds(less amounts deposited intoa reserve fund,if any)is directly or indirectly used to finance loans to persons,other than state or local governmental units, in contravention of section 141(c) of the Code; (4) to refrain from taking any action which would otherwise result in the Bonds being treated as "private activity bonds" within the meaning of section 141(b) of the Code; (5) to refrain from taking any action that would result in the Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code; (6) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly,to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Bonds, other than investment property acquired with-- (A) proceeds of the Bonds invested for a reasonable temporary period of 3 years or less or, in the case of a refunding bond, for a period of 90 days or less until such proceeds are needed for the purpose for which the Bonds are issued, 17 Round Rock:(G02019)ORDINANCE (B) amounts invested in a bona fide debt service fund,within the meaning of section 1.148-1(b) of the Treasury Regulations, and (C) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds; (7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage); and (8) to refrain from using the proceeds of the Bonds or proceeds of any prior bonds to pay debt service on another issue more than 90 days after the date of issue of the Bonds 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 Bonds)an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America,not later than 60 days after the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. (b) Rebate Fund. In order to facilitate compliance with the above covenant(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 Bonds. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. (c) Proceeds. The City understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Bonds. It is the understanding of the City that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S.Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code,as applicable to the Bonds,the City will not be required to comply with any covenant contained herein to the extent that such failure to comply,in the opinion of nationally recognized bond counsel,will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the City agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance of such intention,the City hereby authorizes and directs the City Manager,the Assistant City Manager or Chief Financial Officer of the City to execute any documents, certificates or reports required by the Code and to 18 Round Rock:(G02019)ORDINANCE make such elections, on behalf of the City, which may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds. SECTION 12. SALE OF BONDS. The Bonds are hereby sold and shall be delivered to Robert W. Baird & Co., Inc., as representative of the underwriters of the Bonds (collectively, the "Underwriters"),at the price of$ (which amount is equal to the principal amount of the Bonds 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 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 Bonds authorized under this Ordinance. The Bonds shall initially be registered in the name of Robert W. Baird& Co., Inc. Pursuant to Sections 1201.029 and 1201.042, Texas Government Code, the $ of net premium generated by the sale of the Bonds 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 Bonds and (iii) $ to be deposited to the Escrow Fund to refund the Refunded Obligations. 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 Bonds are the most advantageous reasonably available on the date and time of the pricing of the Bonds 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 Bonds when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant,agreement or obligation of the City,the failure to perform which materially,adversely affects the rights of the Registered Owners of the Bonds,including,but not limited to,their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any Registered Owner to the City. (b) Remedies for Default. (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 19 Round Rock:(G02019)ORDINANCE proceeding in equity or at law,in any court of competent jurisdiction,for any relief permitted by law,including the specific performance of any covenant or agreement contained herein,or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Registered Owners hereunder or any combination of such remedies. (ii) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Registered Owners of Bonds then outstanding. (c) Remedies Not Exclusive. (i) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies,but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance,the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Ordinance. (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. (iii) By accepting the delivery of a Bond authorized under this Ordinance, such Registered Owner agrees that the certifications required to effectuate any covenants or representations contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers,employees or trustees of the City or the City Council. (iv) None of the members of the City Council, nor any other official or officer, agent, or employee of the City, shall be charged personally by the Registered Owners with any liability, or be held personally liable to the Registered Owners under any term or provision of this Ordinance, or because of any Event of Default or alleged Event of Default under this Ordinance. Section 14. APPROVAL OF ESCROW AGREEMENT, ESTABLISHMENT OF ESCROW FUND AND TRANSFER OF FUNDS. (a)The Mayor or Mayor Pro-tem of the City is hereby authorized and directed to execute and deliver and the City Clerk of the City is hereby authorized and directed to attest the Escrow Agreement, dated May 21, 2019, in substantially the form attached hereto as Exhibit "E" (the "Escrow Agreement"). A portion of the proceeds of the Bonds, together with a cash contribution from the interest and sinking funds for the Refunded Obligation, in an amount necessary to refund the Refunded Obligations shall be deposited in the Escrow Fund created and governed by the terms of the Escrow Agreement. In addition, the Mayor and the Chief Financial Officer of the City are each hereby authorized to execute such subscriptions or other documentation for the purchase of securities and to authorize the transfer of such funds of the City, as may be necessary for the Escrow Fund. 20 Round Rock:(G02019)ORDINANCE SECTION 15. APPROVAL OF OFFICIAL STATEMENT. The City hereby approves the form and content of the Official Statement relating to the Bonds and any addenda,supplement or amendment thereto,and approves the distribution of such Official Statement in the reoffering of the Bonds by the 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 Bonds 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; 21 Round Rock:(G02019)ORDINANCE (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 Bonds, or other material events affecting the tax status of the Bonds; (7) Modifications to rights of holders of the Bonds, if material; (8) Bond calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Bonds, 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) 22 Round Rock:(G02019)ORDINANCE the City intends the words used in the immediately preceding paragraphs (15) and (16) and the 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 Bonds within the meaning of the Rule,except that the City in any event will give notice of any deposit that causes the Bonds 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 Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right,remedy,or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise,except as expressly provided herein. The City makes no representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON,IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR 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 Bonds in the primary offering of the Bonds 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 outstanding Bonds 23 Round Rock:(G02019)ORDINANCE 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 Bonds. 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 Bonds in the primary offering of the Bonds,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 24 Round Rock:(G02019)ORDINANCE 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 Bonds,(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 Bonds(the"Bond Insurer") and the holders of Bonds aggregating in principal amount 51%of the aggregate principal amount of then outstanding Bonds 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 Bonds,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 Bonds so as to: (1) Make any change in the maturity of any of the outstanding Bonds; (2) Reduce the rate of interest borne by any of the outstanding Bonds; (3) Reduce the amount of the principal of,or redemption premium,if any,payable on any outstanding Bonds; (4) Modify the terms of payment of principal or of interest or redemption premium on outstanding Bonds 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 Bonds 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 Bonds 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 Bonds. (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 Bonds 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 25 Round Rock:(G02019)ORDINANCE of such affected Bonds shall thereafter be determined,exercised,and enforced,subject in all respects to such amendment. (f) Any consent given by the holder of a Bond 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 Bond 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 Bonds then outstanding, have, prior to the attempted revocation, consented to and approved the amendment. SECTION 19. NOTICES OF REDEMPTION. Attached to this Ordinance, as Exhibit "D", and made a part hereof for all purposes, are copies of notices of deposit and prior redemption for the Refunded Obligations in substantially final form,and such Refunded Obligations described in said notice of prior redemption are hereby called for redemption and shall be redeemed prior to maturity on the dates,places, and at the prices set forth therein. The Mayor and the Chief Financial Officer of the City are each hereby authorized to amend, complete or modify such notices as necessary to call such Refunded Obligations for redemption. SECTION 20. NOTICE TO PAYING AGENT. The Refunded Obligations described in Exhibit "D" attached hereto are so called for redemption, and the paying agent for the Refunded Obligations is hereby directed to make appropriate arrangements so that such Refunded Obligations may be redeemed on their respective redemption dates. A copy of such notices of redemption shall be delivered to the paying agent so mentioned in the notice. SECTION 21. NO RECOURSE AGAINST CITY OFFICIALS. No recourse shall be had for the payment of principal of or interest on the Bonds or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Bonds. SECTION 22. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby authorizes the disbursement of a fee equal to the lesser of(i)one-tenth of one percent of the principal amount of the Bonds or (ii) $9,500, provided that such fee shall not be less than $750, to the Attorney General of Texas Public Finance Division for payment of the examination fee charged by the State of Texas for the Attorney General's review and approval of public securities and credit agreements, as required by Section 1202.004 of the Texas Government Code. The appropriate member of the City's staff is hereby instructed to take the necessary measures to make this payment. The City is also authorized to reimburse the appropriate City funds for such payment from proceeds of the Bonds. SECTION 23. FURTHER ACTIONS. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute,acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments,whether or not herein mentioned,as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance,the Bonds,the initial sale and delivery of the Bonds, the Paying Agent/Registrar Agreement, the Purchase Agreement, any 26 Round Rock:(G02019)ORDINANCE insurance commitment letter or insurance policy and the Official Statement. In addition,prior to the initial delivery of the Bonds,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 Bonds by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 24. INTERPRETATIONS. All terms defined herein and all pronouns used in this Ordinance shall be deemed to apply equally to singular and plural and to all genders. The titles and headings of the articles and sections of this Ordinance have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof. This Ordinance and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the validity of the Bonds and the validity of the lien on and pledge of the ad valorem taxes granted by the City under Section 6 of this Ordinance to secure the payment of the Bonds. SECTION 25. INCONSISTENT PROVISIONS. All ordinances,orders or resolutions,or parts thereof, which are in conflict or inconsistent with any 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 26. INTERESTED PARTIES. Nothing in this Ordinance expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the City and the registered owners of the Bonds, any right, remedy or claim under or by reason of this Ordinance or any covenant,condition or stipulation hereof,and all covenants,stipulations,promises and agreements in this Ordinance contained by and on behalf of the City shall be for the sole and exclusive benefit of the City and the registered owners of the Bonds. SECTION 27. SEVERABILITY. The provisions of this Ordinance are severable;and in case any one or more of the provisions of this Ordinance or the application thereof to any person or circumstance should be held to be invalid, unconstitutional, or ineffective as to any person or circumstance,the remainder of this Ordinance nevertheless shall be valid,and the application of any such invalid provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby. SECTION 28. REPEALER. All orders, resolutions and ordinances, or parts thereof, inconsistent herewith are hereby repealed to the extent of such inconsistency. 27 Round Rock:(G02019)ORDINANCE SECTION 29. EFFECTIVE DATE. This Ordinance shall become effective upon the final passage of this Ordinance. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 28 Round Rock:(G02019)ORDINANCE IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and approved on the first and final reading on April 25, 2019. CITY OF OUND RO , TEXAS By: C I MO N, Mayor City of Rou ock, Texas ATTEST: SARA L. WHITE, City Clerk City of Round Rock, Texas Round Rock:(G02019)ORDINANCE EXHIBIT "A" PURCHASE AGREEMENT [SEE SEPARATE TAB OF TRANSCRIPT] A-1 Round Rock:(G02019)ORDINANCE EXHIBIT "B" PAYING AGENT/REGISTRAR AGREEMENT [SEE SEPARATE TAB OF TRANSCRIPT] B-1 Round Rock:(G02019)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 Round Rock:(G02019)ORDINANCE EXHIBIT "D" NOTICE OF DEFEASANCE AND REDEMPTION NOTICE IS HEREBY GIVEN that the following obligations(the"Obligations")issued by the City of Round Rock,Texas(the"City")have been defeased and called for redemption by the City prior to their scheduled maturities on August 15, 2019 (the "Redemption Date") at a redemption price of par plus accrued interest to the Redemption Date as follows: CITY OF ROUND ROCK,TEXAS GENERAL OBLIGATION BONDS,SERIES 2010, maturing on August 15 in the years 2020 through 2027,inclusive, aggregating$13,565,000 in principal amount as set forth below: Maturity Principal Interest CUSIP (August 15) Amount Rate Number's 2020 15470,000 4.000% 779222J66 2021 155305000 4.000 779222J74 2022 1,595,000 4.000 779222J82 2023 1,65500 4.000 779222J90 2024 1,720,000 4.000 779222K23 2025 1,790,000 4.000 779222K31 2026 105,000 4.000 779222K49 2027 1,940,000 4.000 779222K56 *The CUSIP Numbers have been assigned to this issue by the CUSIP Service Bureau and are included solely for the convenience of the owners of the Obligations.The City is not responsible for the selection or the correctness of the CUSIP numbers set forth herein. DUE PROVISION HAS BEEN MADE for the payment of the Obligations by deposit of funds and/or U.S. Securities with The Bank of New York Mellon Trust Company,N.A.,as escrow agent. Interest on the Obligations shall cease to accrue from and after the Redemption Date. The Obligations shall be redeemed upon presentation for payment either in person or by mail, at the following address: First Class/Rezistered/Certified Mail By Overuialtt or Courier By Hand The Bank of New York Mellon The Bank of New York Mellon The Bank of New York Mellon Trust Company,N.A. Trust Company,N.A. Trust Company,N.A. Institutional Trust Services Institutional Trust Services GIS Unit Trust Window P.O. Box 2320 2001 Bryan Street,9'Floor 4 New York Plaza, 1 st Floor Dallas,Texas 75221-2320 Dallas,Texas 75201 New York,NY 10004 In compliance with section 3406 of the Internal Revenue Code of 1986, as amended, payors making certain payments due on debt securities may be obligated to deduct and withhold a portion of such payment from the remittance to any payee who has failed to provide such payor with a valid taxpayer identification number. To avoid the imposition of this withholding tax,such payees should submit a certified taxpayer identification number when surrendering the Obligations for redemption. D-1 Round Rock:(G02019)ORDINANCE EXHIBIT "E" ESCROW AGREEMENT [SEE SEPARATE TAB OF TRANSCRIPT] E-1 Round Rock:(G02019)ORDINANCE