O-2020-0112 - 4/23/2020 CERTIFICATE FOR ORDINANCE NO. 0-2020-0112
THE STATE OF TEXAS §
COUNTIES OF TRAVIS AND WILLIAMSON §
CITY OF ROUND ROCK §
The undersigned City Clerk of the City of Round Rock,Texas(the"City"),hereby certifies
as follows:
1. The City Council of the City convened in a REGULARLY SCHEDULED MEETING
ON THE 23RD DAY OF APRIL, 2020 (the "Meeting"), and the roll was called of the duly
constituted officers and members of the Council, to-wit:
Craig Morgan, Mayor
Tammy Young, Place 1
Rene Flores, Place 2
Matt Baker, Place 3
Will Peckham, Place 4
Writ Baese, Mayor Pro-Tem, Place 5
Hilda Montgomery, Place 6
and all of the persons were present, except the following absentees: None, thus constituting a
quorum. Whereupon,among other business,the following was transacted at the Meeting: a written
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF ROUND ROCK,
TEXAS LIMITED TAX NOTE, SERIES 2020; LEVYING AN AD VALOREM TAX IN
SUPPORT OF THE NOTE; AWARDING THE SALE OF THE NOTE; AND
AUTHORIZING OTHER MATTERS RELATED TO THE ISSUANCE OF THE NOTE
was duly introduced for the consideration of the City Council. It was then duly moved and seconded
that the Ordinance be passed; and,after due discussion, said motion carrying with it the passage of
the Ordinance,prevailed and carried by the following vote:
AYES: 7
NOES: 0
2. A true, full and correct copy of the aforesaid Ordinance passed at the Meeting
described in the above and foregoing paragraph is attached to and follows this Certificate;that the
Ordinance has been duly recorded in the City Council's minutes of the Meeting;that the above and
foregoing paragraph is a true, full and correct excerpt from the City Council's minutes of the
Meeting pertaining to the passage of the Ordinance; that the persons named in the above and
foregoing paragraph are the duly chosen,qualified and acting city officials and members of the City
Council as indicated therein;that each of the officers and members of the City Council was duly and
Ci tyofRoundRock\LTN\20\:Ordinance-Cert
sufficiently notified officially and personally, in advance, of the time, place and purpose of the
aforesaid Meeting, and that the Ordinance would be introduced and considered for passage at the
Meeting,and each of the elected officials and members of the City Council consented,in advance,to
the holding of the Meeting for such purpose; that the Meeting was open to the public and public
notice of the time, place and purpose of the Meeting was given, all as required by Chapter 551,
Government Code, as amended and as further modified by an order issued by the Governor of the
State of Texas on March 16, 2020, suspending certain provisions of the Open Meetings Act in light
of his disaster proclamation issued on March 13, 2020, regarding the novel coronavirus
(CO VID-19).
3. The Mayor of the City has approved and hereby approves the Ordinance and the
Mayor and the City Clerk of the City have duly signed the Ordinance.
C ityofRoundRock\LTN\20\:Ordinance-Cert
SIGNED AND SEALED this April 23, 2020.
City Clerk Mayor
(SEAL)
0tyotRoundRock\LTN\20\:Ordinance-Cert
ORDINANCE NO. 0-2020-0112
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF ROUND ROCK,
TEXAS LIMITED TAX NOTE, SERIES 2020; LEVYING AN AD VALOREM TAX IN
SUPPORT OF THE NOTE; AWARDING THE SALE OF THE NOTE; AND
AUTHORIZING OTHER MATTERS RELATED TO THE ISSUANCE OF THE NOTE
THE STATE OF TEXAS §
COUNTIES OF TRAVIS AND WILLIAMSON §
CITY OF ROUND ROCK §
WHEREAS, the City Council of the City of Round Rock, Texas (the "City") deems ix
advisable to issue a limited tax note(the"Note")for the purpose of(i)purchasing City vehicles and
(ii)paying the costs of issuing the Note; and
WHEREAS, the Note hereinafter authorized and designated is to be issued and delivered
pursuant Chapter 1431, Texas Government Code, as amended; and
WHEREAS, it is considered to be in the best interest of the City that the interest bearing
Note be issued; and
WHEREAS, 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 pursuant to Chapter 551,
Texas Government Code, as amended,and as further modified by an order issued by the Governor
of the State of Texas on March 16, 2020,suspending certain provisions of the Open Meetings Act in
light of his disaster proclamation issued on March 13, 2020, regarding the novel coronavirus
(COVID-19).
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS:
Section 1. RECITALS,AMOUNT,PURPOSE OF THE NOTE AND DEFINITIONS.
(a)Recitals and Purpose. The recitals set forth in the preamble hereof are incorporated by reference
herein and shall have the same force and effect as if set forth in this Section. The Note of the City of
Round Rock, Texas (the "City") is hereby authorized to be issued and delivered in the aggregate
principal amount of$4,500,000 (the "Note") for the purpose of purchasing City vehicles and (ii)
paying the costs of issuing the Note; and
(b)Definitions. For all purposes of this Ordinance, except as otherwise expressly provided
or unless the context otherwise requires,the terms defined in Exhibit A to this Ordinance have the
meanings assigned to them in Exhibit A.
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Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND
MATURITY OF THE NOTE. The Note shall have the Dated Date of May 21,2020, shall be in
fully registered form, without coupons, and initially there shall be issued, sold, and delivered
hereunder one fully registered Note, in the denomination of$4,500,000,numbered R-1 with notes
issued in replacement thereof being in a like denomination and numbered consecutively from R-2
upward,payable to the registered owner thereof, or to the registered assignee of the Note(in each
case,the "Registered Owner"), and the Note shall mature and be payable in annual installments as
set forth in the FORM OF NOTE set forth in this Ordinance. The term "Note" as used in this
Ordinance shall mean and include collectively the note initially issued and delivered pursuant to this
Ordinance and all substitute notes exchanged therefor, as well as all other substitute notes and
replacement notes issued pursuant hereto.
Section 3. INTEREST. The Note shall bear interest on the unpaid balance of the principal
amount thereof from the Dated Date to the date of maturity or redemption prior to maturity at the
respective rates for each outstanding principal installment as set forth in the FORM OF NOTE
contained in this Ordinance. Said interest shall be payable in the manner provided and on the dates
stated in the FORM OF NOTE set forth in this Ordinance.
Section 4. CHARACTERISTICS OF THE NOTE. (a) Registration, Transfer,
Conversion and Exchange; Authentication. The City shall keep or cause to be kept at BOKF,NA
dba Bank of Texas, (the "Paying Agent/Registrar") books or records for the registration of the
transfer, conversion and exchange of the Note (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 Note to which payments with respect to the Note 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 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 Note. Registration of assignments,transfers,conversions and exchanges of
the Note shall be made in the manner provided and with the effect stated in the FORM OF NOTE set
forth in this Ordinance. Each substitute Note shall bear a letter and/or number to distinguish it from
each other Note.
Except as provided in subsection (c) below, an authorized representative of the Paying
Agent/Registrar shall,before the delivery of any such Note,date and manually sign said Note, and
no such Note shall be deemed to be issued or outstanding unless such Note is so executed. The
Paying Agent/Registrar promptly shall cancel all paid Note and Note surrendered for conversion and
exchange. No additional ordinances, orders, or resolutions need be passed or adopted by the
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CITY OF ROUND ROCK LTN\2020:OrdinanceLTN
governing body of the City or any other body or person so as to accomplish the foregoing conversion
and exchange of any Note,and the Paying Agent/Registrar shall provide for the printing,execution,
and delivery of the substitute Note in the manner prescribed herein,and said Note 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
Note as aforesaid is hereby imposed upon the Paying Agent/Registrar, and,upon the execution of
said Note, the converted and exchanged Note shall be valid, incontestable, and enforceable in the
same manner and with the same effect as the Note which initially was issued and delivered pursuant
to this Ordinance, approved by the Attorney General and registered by the Comptroller of Public
Accounts.
(b) Payment of Note 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 Note,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 Note, and of all conversions
and exchanges of the Note, and all replacements of the Note, 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 past due interest 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 next preceding the date of mailing of such notice.
(c) In General. The Note (i) shall be issued in fully registered form, without interest
coupons,with the principal of and interest on such Note to be payable only to the Registered Owner
thereof, (ii)may be converted and exchanged for other Note, (iii)may be transferred and assigned,
(iv) shall have the characteristics, (v) shall be signed, sealed, executed and authenticated, (vi) the
principal of and interest on the Note shall be payable,and(vii)shall be administered and the Paying
Agent/Registrar and the City shall have certain duties and responsibilities with respect to the Note,
all as provided,and in the manner and to the effect as required or indicated,in the FORM OF NOTE
set forth in this Ordinance. The Note initially issued and delivered pursuant to this Ordinance are
not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each
substitute Note issued in conversion of and exchange for any Note 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 NOTE.
(d) Substitute Paying Agent/Registrar. The City covenants with the Registered Owner of the
Note that at all times while the Note is 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 Note 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
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CITY OF ROUND ROCK LTN\2020:OrdinanceLTN
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 Note, 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 Note,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) On the closing date,the initial Note No.R-1 representing the entire principal amount
of the Note,payable to the Purchaser, executed by manual or facsimile signature of the Mayor and
City Clerk of the City, approved by the Attorney General of Texas, and registered and manually
signed by the Comptroller of Public Accounts of the State of Texas, and with the date of delivery
inserted thereon by the Paying Agent/Registrar,will be delivered to the Purchaser or its designee.
Section 5. FORM OF NOTE. The form of the Note, including the form of Paying
Agent/Registrar's Authentication Note, the form of Assignment and the form of Registration
Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Note
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.
FORM OF NOTE
NO. R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
$4,500,000
COUNTIES OF TRAVIS AND WILLIAMSON
CITY OF ROUND ROCK, TEXAS
LIMITED TAX NOTE
SERIES 2020
DATED DATE: MAY 219 2020
REGISTERED OWNER: BOKF NA,DBA BANK OF TEXAS
PRINCIPAL AMOUNT: FOUR MILLION FIVE HUNDRED THOUSAND DOLLARS
INTEREST RATE: 1.15%
MATURITY DATE: AUGUST 15,2025
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CITY OF ROUND ROCK LTN\2020:OrdinanceLTN
THE CITY OF ROUND ROCK,TEXAS(the"City"),being a political subdivision of the
State of Texas, for value received, promises to pay, from the sources described herein, to the
registered owner specified above,or registered assigns,the principal amount specified above,and to
pay interest thereon,from the Dated Date set forth above(calculated on the basis of a 360-day year
of twelve 30-day months), on the balance of said principal amount from time to time remaining
unpaid, at the applicable rates per annum for each outstanding principal installment as set forth
below on each February 15 and August 15 of each year commencing February 15, 2021. The
principal of this Note shall be paid in installments on each August 15 in the years and in the amounts
and bearing interest at the per annum interest rate set forth above,all as set forth in the table below:
Principal
Year Installment
2021 $870,000
2022 89000
2023 900,000
2024 9151000
2025 925,000
THE PRINCIPAL OF AND INTEREST ON this Note are payable in lawful money of the
United States of America,without exchange or collection charges. The principal of this Note shall
be paid to the Registered Owner hereof upon presentation and surrender of this Note at maturity or
redemption prior to maturity, at BOKF, NA dba Bank of Texas, which is the "Paying
Agent/Registrar" for this Note at its designated office in Austin, Texas (the "Designated
Payment/Transfer Office). The payment of interest on this Note 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 Note (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 at the close of business on the fifteenth day of the preceding month 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 Note appearing on the Registration Books at the close of business on the last business
day next preceding the date of mailing of such notice.
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CITY OF ROUND ROCK LTN\2020:OrdinanceLTN
ANY ACCRUED INTEREST due at maturity as provided herein shall be paid to the
Registered Owner upon presentation and surrender of this Note for payment or redemption at the
Designated Payment/Transfer Office of the Paying Agent/Registrar. The City covenants with the
Registered Owner of this Note that on or before each principal payment date,interest payment date,
and accrued interest payment date for this Note 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 Note,when due.
IF THE DATE for the payment of the principal of or interest on this Note 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 NOTE is dated May 21, 2020, authorized in accordance with the Constitution and
laws of the State of Texas in the principal amount of$4,500,000,for the purpose of purchasing City
vehicles and(ii)paying the costs of issuing the Note; and
THE UNPAID SCHEDULED PRINCIPAL INSTALLMENTS of this Note are NOT
subject to redemption prior to maturity of the Note.
THE PAYING AGENT/REGISTRAR shall record in the Register all payments of
principal installments on the Note when made on their respective due dates.
THIS NOTE IS issuable solely as a single fully registered Note, without interest coupons.
As provided in the Ordinance,this Note may,at the request of the registered owner or the assignee
hereof, be assigned and transferred for a like aggregate principal amount Note, without interest
coupons, payable to the appropriate registered owner or assignee, as the case may be, having the
same denomination,upon surrender of this Note 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 Note must be presented and surrendered to the Paying
Agent/Registrar,together with the proper instruments of assignment,in form and with guarantee of
signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Note to the
assignee this Note is to be registered. The form of Assignment printed or endorsed on this Note 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 Note from time to time by the registered owner. In the case
of the assignment and transfer of this Note,the reasonable standard or customary fees and charges of
the Paying Agent/Registrar 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
and transfer,as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar
shall not be required to make any such transfer 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.
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IN THE EVENT any Paying Agent/Registrar for the Note is changed by the City,resigns,or
otherwise ceases to act as such, the City has covenanted in the Ordinance that it promptly will
appoint a competent and legally qualified substitute therefor,and cause written notice thereof to be
mailed to the Registered Owner of the Note.
IT IS HEREBY certified,recited and covenanted that this Note 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 Note
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 Note, as such
interest comes due and such principal matures,have been levied and ordered to be levied against all
taxable property in said City, and have been pledged for such payment,within the limit prescribed
by law; and that annual ad valorem taxes sufficient to provide for the payment of the interest on and
principal of this Note, as such interest comes due and such principal matures,have been levied and
ordered to be levied against all taxable property in said City, and have been pledged for such
payment, within the limit prescribed by law.
BY BECOMING the Registered Owner of this Note, the Registered Owner thereby
acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms
and provisions,acknowledges that the Ordinance is duly recorded and available for inspection in the
official minutes and records of the governing body of the City, and agrees that the terms and
provisions of this Note and the Ordinance constitute a contract between each Registered Owner
hereof and the City.
IN WITNESS WHEREOF,the City has caused this Note 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 Note.
City Clerk Mayor
(CITY SEAL)
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Note 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 Note has been issued under the provisions of the Ordinance
described in the text of this Note;and that this Note has been issued in conversion or replacement of,
or in exchange for, a Note 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.
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Dated BOKF,NA dba Bank of Texas, Austin, 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 Note and all rights thereunder, and hereby irrevocably constitutes and appoints
,attorney,to register the transfer of the within
Note on the books kept for registration thereof, with full power'of substitution in the premises.
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. Note in every particular,without alteration or
enlargement or any change whatsoever.
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FORM OF REGISTRATION CERTIFICATE OF
THE COMPTROLLER OF PUBLIC ACCOUNTS
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)
Section 6. INTEREST AND SINKING FUND. A special"Interest and Sinking Fund"is
hereby created and shall be established and maintained by the City at an official depository bank of
said City. Said Interest and Sinking Fund shall be kept separate and apart from all other funds and
accounts of said City, and shall be used only for paying the interest on and principal of said Note.
All ad valorem taxes levied and collected for and on account of said Note shall be deposited, as
collected,to the credit of said Interest and Sinking Fund. During each year while any of said Note
are outstanding and unpaid,the governing body of said City shall compute and ascertain a rate and
amount of ad valorem tax which will be sufficient to raise and produce the money required to pay
the interest on said Note as such interest comes due, and to provide and maintain a sinking fund
adequate to pay the principal of said Note as such principal matures (but never less than 2% of the
original principal amount of said Note as a sinking fund each year); and said tax shall be based on
the latest approved tax rolls of said City,with full allowances being made for tax delinquencies and
the cost of tax collection. Said rate and amount of ad valorem tax is hereby levied, and is hereby
ordered to be levied, against all taxable property in said City, for each year while any of said Note
are outstanding and unpaid, and said tax shall be assessed and collected each such year and
deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes sufficient
to provide for the payment of the interest on and principal of said Note, 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 Note shall be deposited in the Interest and Sinking Fund and used to pay
interest on the Note.
Section 7. ESTABLISHMENT OF PROJECT FUND. (a) Project Fund. The City's
Limited Tax Note Series 2020 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 Note,
including any premium,but excluding accrued interest, shall be deposited into the Project Fund.
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(b) Investment of Funds. The City hereby covenants that the proceeds of the sale of the
Note will be used as soon as practicable for the purposes for which the Note is 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 Texas Public
Funds Investment Act, as amended.
(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 Note shall be used along with the Note proceeds for the purpose for which the Note is
issued as set forth in Section 1 hereof or to pay principal or interest payments on the Note;provided,
however,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 bond proceeds which are required to be rebated to the United States of
America pursuant to Section 11 hereof in order to prevent the Note from being an arbitrage bond
shall be so rebated and not considered as interest earnings for the purposes of this Section.
(f) Perfection. Chapter 1208, Texas Government Code, applies to the issuance of the
Note 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 Note is 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, Business & Commerce Code, then in order to
preserve to the Owner of the Note the perfection of the security interest in said pledge, the City
agrees to take such measures as it determines are reasonable and necessary under Texas law to
comply with the applicable provisions of Chapter 9,Business&Commerce Code and enable a filing
to perfect the security interest in said pledge to occur.
Section 8. DEFEASANCE OF THE NOTE. (a)The Note and the interest thereon shall be
deemed to be paid,retired and no longer outstanding(a"Defeased Note")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 Note,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 (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 a commercial bank or trust
company 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
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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 a
commercial bank or trust company for the payment of its services until the Defeased Note shall have
become due and payable or(3) any combination of(1) and(2). At such time as the Note shall be
deemed to be a Defeased Note hereunder, as aforesaid, such Note and the interest thereon shall no
longer be secured by,payable from,or entitled to the benefits of,the ad valorem taxes herein levied
as provided in this Ordinance, and such principal and interest shall be payable solely from such
money or Defeasance Securities 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 Note, 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 the Note as
aforesaid when proper notice of redemption of such Note shall have been given,in accordance with
this Ordinance. Any money so deposited with the Paying Agent/Registrar or a commercial bank or
trust company 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 a commercial
bank or trust company pursuant to this Section which is not required for the payment of such Note
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 Note and premium,
if any,and interest thereon,shall be applied to and used solely for the payment of the particular Note
and premium, if any, and interest thereon, with respect to which such money or Defeasance
Securities have been so set aside in trust. Until the Defeased Note shall have become due and
payable,the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such
Defeased Note 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 a commercial bank or trust
company pursuant to this Section for the payment of the Note and the Note 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 the Note affected thereby.
(e)Notwithstanding the provisions of subsection(a)immediately above,to the extent that,
upon the defeasance of any Defeased Note to be paid at its maturity,the City retains the right under
Texas law to later call that Defeased Note for redemption in accordance with the provisions of the
Ordinance authorizing its issuance, the City may call such Defeased Note for redemption upon
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complying with the provisions of Texas law and upon the satisfaction of the provisions of subsection
(a) immediately above with respect to such Defeased Note as though it was being defeased at the
time of the exercise of the option to redeem the Defeased Note and the effect of the redemption is
taken into account in determining the sufficiency of the provisions made for the payment of the
Defeased Note.
Section 9. DAMAGED,MUTILATED,LOST, STOLEN, OR DESTROYED NOTE.
(a) Replacement Note. In the event the outstanding Note is damaged, mutilated, lost, stolen or
destroyed,the Paying Agent/Registrar shall cause to be printed,executed and delivered,a new Note
of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or
destroyed Note, in replacement for such Note in the manner hereinafter provided.
(b) Application for Replacement Note. Application for replacement of a damaged,
mutilated, lost, stolen or destroyed Note shall be made by the Registered Owner thereof to the
Paying Agent/Registrar. In every case of loss,theft or destruction of a Note,the Registered Owner
applying for a replacement Note 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 Note, 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 Note, as the case may be. In every case of
damage or mutilation of a Note,the Registered Owner shall surrender to the Paying Agent/Registrar
for cancellation the Note so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the
event any such Note 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 Note, the City may
authorize the payment of the same (without surrender thereof except in the case of a damaged or
mutilated Note)instead of issuing a replacement Note,provided security or indemnity is furnished as
above provided in this Section.
(d) Charge for Issuing Replacement Note. Prior to the issuance of any replacement Note,
the Paying Agent/Registrar shall charge the Registered Owner of such Note with all legal,printing,
and other expenses in connection therewith. Every replacement Note issued pursuant to the
provisions of this Section by virtue of the fact that any Note is lost, stolen or destroyed shall
constitute a contractual obligation of the City whether or not the lost,stolen or destroyed Note shall
be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this
Ordinance.
(e) Authority for Issuing Replacement Note. In accordance with Subchapter B of Texas
Government Code, Chapter 1206, this Section of this Ordinance shall constitute authority for the
issuance of any such replacement Note 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 Note is hereby
authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall
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authenticate and deliver such Note in the form and manner and with the effect, as provided in
Section 9(a) of this Ordinance for Note issued in conversion and exchange for other Note.
Section 10. CUSTODY, APPROVAL, AND REGISTRATION OF NOTE; BOND
COUNSEL'S OPINION;AND CONTINGENT INSURANCE PROVISION,IF OBTAINED.
The Mayor of the City is hereby authorized to have control of the Note issued and delivered
hereunder and all necessary records and proceedings pertaining to the Note pending its delivery and
its investigation, examination, and approval by the Attorney General of the State of Texas, and its
registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the
Note said Comptroller of Public Accounts (or a deputy designated in writing to act for said
Comptroller)shall manually sign the Comptroller's Registration Certificate attached to the Note,and
the seal of said Comptroller shall be impressed,or placed in facsimile,on the Note. The approving
legal opinion of the City's Bond Counsel may,at the option of the City,be printed on the Note 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 Owner of the Note. In addition,if bond insurance is
obtained, the Note may bear an appropriate legend as provided by the insurer.
The obligation of the initial purchaser to accept delivery of the Note is subject to the initial
purchaser being furnished with the final,approving opinion of McCall,Parkhurst&Horton L.L.P.,
bond counsel to the City, which opinion shall be dated as of and delivered on the date of initial
delivery of the Note to the initial purchaser. The engagement of such firm as bond counsel to the
City in connection with issuance, sale and delivery of the Certificate is hereby approved and
confirmed. The execution and delivery of an engagement letter, to the extent desired by the City,
between the City and such firm,with respect to such services as bond counsel,is hereby authorized
in such form as may be approved by the Mayor and the Mayor is hereby authorized to execute such
engagement letter. Additionally,a closing instruction letter executed by the City's Chief Financial
Officer shall further provide for the fees and expenses to be paid for such bond counsel services.
Section 11.COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE
NOTE. (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 Note as an obligation 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
Note 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 Note, in
contravention of section 141(b)(2) of the Code;
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CITY OF ROUND ROCK LTN�2020:OrdinanceLTN
(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 Note 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 Note(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 Note being
treated as a "private activity bond" within the meaning of section 141(b) of the Code;
(5) to refrain from taking any action that would result in the Note 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 Note, 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 Note, other than investment property acquired
with--
(A) proceeds of the Note 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 Note is 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
Note;
(7) to otherwise restrict the use of the proceeds of the Note or amounts treated as
proceeds of the Note, as may be necessary, so that the Note does not otherwise contravene
the requirements of section 148 of the Code (relating to arbitrage);
(8)to refrain from using the proceeds of the Note or proceeds of any prior notes to
pay debt service on another issue more than 90 days after the date of issue of the Note in
contravention of the requirements of section 149(d) of the Code (relating to advance
refundings); and
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(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 Note)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 Note has been paid in full, 100
percent of the amount then required to be paid as a result of Excess Earnings under section
148(f) of the Code.
(b) Rebate Fund. In order to facilitate compliance with the above covenant(8), a "Rebate
Fund" is hereby established by the City for the sole benefit of the United States of America, and
such fund shall not be subject to the claim of any other person, including without limitation the
Owner. 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 Note. 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 Note, 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 Note 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
Note, 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 Note under section 103 of the Code. In furtherance of such intention,the
City hereby authorizes and directs the City Manager, Assistant City Manager or Chief Financial
Officer to execute any documents,Note 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 Note. 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 Note,or(2)the date the Note is retired.The
City agrees to obtain the advice of nationally-recognized bond counsel if such expenditure fails to
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comply with the foregoing to assure that such expenditure will not adversely affect the tax-exempt
status of the Note. 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 Project. The City covenants that the property constituting the Project will
not be sold or otherwise disposed in a transaction resulting in the receipt by the City of cash or other
compensation,unless any action taken in connection with such disposition will not adversely affect
the tax-exempt status of the Note. For purpose of the foregoing,the City may rely on an opinion of
nationally-recognized bond counsel that the action taken in connection with such sale or other
disposition will not adversely affect the tax-exempt status of the Note. For purposes of the
foregoing, the portion of the property comprising personal property and disposed in the ordinary
course shall not be treated as a transaction resulting in the receipt of cash or other compensation.
For purposes hereof, the City shall not be obligated to comply with this covenant if it obtains an
opinion of nationally recognized bond counsel to the effect that such failure to comply will not
adversely affect the excludability for federal income tax purposes from gross income of the interest.
(f) Reimbursement.This Ordinance is intended to satisfy the official intent requirements
set forth in section 1.150-2 of the Treasury Regulations.
Section 12. SALE OF NOTE. The Note is hereby sold and shall be delivered to BOKF,
NA dba Bank of Texas (the "Purchaser"), for cash for a price of$4,500,000, pursuant to and in
accordance with the terms and provisions of the Purchaser's investment and commitment letter,
which the Mayor and Mayor Pro-Tem of the City are hereby authorized to execute and deliver and
which the City Clerk of the City is hereby authorized to attest. The Note shall initially be registered
in the name of the Purchaser. It is hereby officially found, determined,and declared that the terms
of this sale are the most advantageous reasonably obtainable.
Section 13. NO CONTINUING DISCLOSURE UNDERTAKING. The sale of the Note
is exempt from Securities and Exchange Commission Rule 15c2-12. Consequently,the City makes
no undertaking with respect to such rule or with respect to the provision of on-going financial and
operating data. However, the City agrees to provide the Purchaser with a copy of the City's
Comprehensive Annual Financial Report within 180 days of the close of each fiscal year or if such
report is not then available, by such later date as the report becomes available; provided that the
electronic posting of such report with the Municipal Securities Rulemaking Board, the Municipal
Advisory Council of Texas, or on the City's website shall satisfy such requirement.
Section 14. 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 but with notice to the
Registered Owner, except as otherwise required by paragraph(b)below,amend or supplement this
Ordinance to (i) cure any ambiguity, defect or omission in this Ordinance that does not materially
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CITY OF ROUND ROCK LTN\2020:OrdinanceLTN
adversely affect the interests of the Registered Owner,(ii)grant additional rights or security for the
benefit of the Registered Owner, (iii) add events of default as shall not be inconsistent with the
provisions of this Ordinance and that shall not materially adversely affect the interests of the
Registered Owner,(v)qualify this Ordinance under the Trust Indenture Act of 1939,as amended,or
corresponding provisions of federal laws from time to time in effect, or (iv) make such other
provisions in regard to matters or questions arising under this Ordinance as shall not be materially
inconsistent with the provisions of this Ordinance and that shall not, in the opinion of nationally-
recognized bond counsel, materially adversely affect the interests of the Registered Owner.
(b) Except as provided in paragraph(a)above,the Registered Owner shall have the right
from time to time to approve any amendment hereto that may be deemed necessary or desirable by
the City; provided, however, that without the consent of the Registered Owner, nothing herein
contained shall permit or be construed to permit the terms and conditions of this Ordinance or the
Note so as to:
(1) Make any change in the maturity of the Note;
(2) Reduce the rate of interest borne by the Note;
(3) Reduce the amount of the principal of, or redemption premium, if any,
payable on the Note;
(4) Modify the terms of payment of principal or of interest on the Note or
impose any condition with respect to such payment; or
(5) Change the requirement of with respect to Registered Owner consent to
such amendment.
(c) If at any time the City shall desire to amend this Ordinance under this Section, the
City shall send by U.S. mail to the Registered Owner of the Note a copy of the proposed
amendment.
(d) Whenever at any time within one year from the date of mailing of such notice the
City shall receive an instrument or instruments executed by the Registered Owner,which instrument
or instruments shall refer to the proposed amendment and which shall specifically consent to and
approve such amendment, the City may adopt the amendment in substantially the same form.
(e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be modified and amended in accordance with such
amendatory Ordinance, and the respective rights, duties, and obligations of the City and the
Registered Owner of the Note shall thereafter be determined,exercised,and enforced,subject in all
respects to such amendment.
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(f) Any consent given by the Registered Owner of the Note pursuant to the provisions of
this Section shall be irrevocable for a period of six months from the date of such consent and shall be
conclusive and binding upon all future Registered Owner of the Note during such period. Such
consent may be revoked at any time after six months from the date of said consent by the Registered
Owner who gave such consent, or by a successor in title, by filing notice with the City.
Section 15. 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 the Note 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 Owner of the Note,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 the Registered Owner to the City.
(b) Remedies for Default.
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 Owner
under this Ordinance,by mandamus or other suit,action or special proceeding in equity or at law,in
any court of competent jurisdiction, for any relief permitted by law, including the specific
performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing
that may be unlawful or in violation of any right of the Registered Owner hereunder or any
combination of such remedies.
(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
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CITY OF ROUND ROCK LTN\2020:OrdinanceLTN
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 Owner with any
liability, or be held personally liable to the Registered Owner under any term or provision of this
Ordinance, or because of any Event of Default or alleged Event of Default under this Ordinance.
Section 16. APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT.
Attached hereto as Exhibit C is a substantially final form of Paying Agent/Registrar Agreement.
Each of the Mayor,the City Manager and the Director of Finance are hereby authorized to amend,
complete or modify such agreement as necessary and are further authorized to execute such
agreement.
Section 17. NO PERSONAL LIABILITY. No covenant or agreement contained in the
Note,this Ordinance or any corollary instrument shall be deemed to be the covenant or agreement of
any member of the City Council or any officer, agent, employee or representative of the City
Council in his individual capacity, and neither the directors, officers, agents, employees or
representatives of the City Council nor any person executing the Note shall be personally liable
thereon or be subject to any personal liability for damages or otherwise or accountability by reason
of the issuance thereof, or any actions taken or duties performed, whether by virtue of any
constitution,statute or rule of law,or by the enforcement of any assessment or penalty,or otherwise,
all such liability being expressly released and waived as a condition of and in consideration for the
issuance of the Note.
Section 18. 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 Note,the initial sale
and delivery of the Note, the Paying Agent/Registrar Agreement and any insurance commitment
letter or insurance policy. In addition,prior to the initial delivery of the Note,the City Manager or
Assistant City Manager are each 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 or(ii)obtain the approval of the Note
by the Texas Attorney General's office.
In case any officer of the City whose signature shall appear on the Note shall cease to be
such officer before the delivery of the Note,such signature shall nevertheless be valid and sufficient
for all purposes the same as if such officer had remained in office until such delivery.
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Section 19. 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
Note.
Section 20. 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 21. 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 Owner of the Note, 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 Owner of the Note.
Section 22. INCORPORATION OF RECITALS. The City hereby finds that the
statements set forth in the recitals of this Ordinance are true and correct, and the City hereby
incorporates such recitals as a part of this Ordinance.
Section 23. 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 24. REPEALER. All orders, resolutions and ordinances, or parts thereof,
inconsistent herewith are hereby repealed to the extent of such inconsistency.
Section 25. EFFECTIVE DATE. This Ordinance shall become effect immediately from
and after its passage on first and final reading in accordance with Section 1201.028, Texas
Government Code, as amended.
Section 26. PERFECTION. Chapter 1208, Government Code, applies to the issuance of
the Note and the pledge of ad valorem taxes granted by the City under Sections 6 and 7 of this
Ordinance, and such pledge is therefore valid, effective and perfected. If Texas law is amended at
any time while the Note is outstanding and unpaid such that the pledge of ad valorem taxes granted
by the City under Sections 6 and 7 of this Ordinance is to be subject to the filing requirements of
Chapter 9, Business & Commerce Code, then in order to preserve to the Owner of the Note 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
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of Chapter 9,Business&Commerce Code and enable a filing to perfect the security interest in said
pledge to occur.
Section 27. 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 Note 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 Note.
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IN ACCORDANCE WITH SECTION 1201.028,Texas Government Code,finally passed,
approved and effective on this 23rd day of April, 2020.
CITY OF ROUND ROCK,TEXAS
Mayor
City of Round Rock, Texas
ATTEST:
City Clerk
City of Round Rock, Texas
CITY OF ROUND ROCK LTN\2020:OrdinanceLTN
EXHIBIT A
DEFINITIONS
As used in this Ordinance,the following terms and expressions shall have the meanings set
forth below,unless the text hereof specifically indicates otherwise:
"Business Day"means any day which is not a Saturday,Sunday or a day on which the Paying
Agent/Registrar is authorized by law or executive order to remain closed.
"City" and "City" mean the City of Round Rock, Texas, and where appropriate, the City
Council.
"City Council" means the governing body of the City.
"Closing Date" means the date of initial delivery of and payment for the Note.
"Defeasance Securities" means (i) Federal Securities, (ii) noncallable obligations of an
agency or instrumentality of the United States of America, including obligations that are
unconditionally guaranteed or insured by the agency or instrumentality and that,on the date the City
Council adopts or approves proceedings authorizing the issuance of refunding notes or otherwise
provide for the funding of an escrow to effect the defeasance of the Note are rated as to investment
quality by a nationally recognized investment rating firm not less than"AAA"or its equivalent,(iii)
noncallable obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and that, on the date the City Council adopts or
approves proceedings authorizing the issuance of refunding notes or otherwise provide for the
funding of an escrow to effect the defeasance of the Note, are rated as to investment quality by a
nationally recognized investment rating firm no less than"AAA"or its equivalent and(iv)any other
then authorized securities or obligations under applicable State law that may be used to defease
obligations such as the Note.
"Depository" means one or more official depository banks of the City.
"Federal Securities"as used herein means direct,noncallable obligations of the United States
of America, including obligations that are unconditionally guaranteed by the United States of
America(including Interest Strips of the Resolution Funding Corporation).
"Fiscal Year"means the twelve-month accounting period used by the City in connection with
the operation of the System, currently ending on September 30 of each year, which may be any
twelve consecutive month period established by the City, but in no event may the Fiscal Year be
changed more than one time in any three calendar year period.
"Interest and Sinking Fund"means the special fund maintained by the provisions of Section
5 of this Ordinance.
CITY OF ROUND ROCK LTN\2020:OrdinanceLTN A-1
"Interest Payment Date" means a date on which interest on the Note is due and payable.
"Issuance Date" means the date of delivery of the Note.
"Note" means the "City of Round Rock, Texas Limited Tax Note, Series 2020."
"Ordinance" means this ordinance finally adopted by the City Council on April 23, 2020.
"Outstanding", when used with respect to the Note,means, as of the date of determination,
all Notes theretofore delivered under this Ordinance, except:
(1)Notes theretofore cancelled and delivered to the City or delivered to the Paying
Agent/Registrar for cancellation;
(2) Notes deemed paid pursuant to the provisions of Section 9 of this Ordinance;
(3)Notes upon transfer of or in exchange for and in lieu of which other Notes have
been authenticated and delivered pursuant to this Ordinance
(4)Notes under which the obligations of the City have been released,discharged or
extinguished in accordance with the terms thereof.
"Owner" or "Registered Owner" means any person or entity in whose name the Note is
registered in the Security Register.
"Record Date" means Record Date as defined in Section 4 the Form of Note.
"Register" or "Registration Books" means the registry system maintained on behalf of the
City by the Registrar in which are listed the names and addresses of the Registered Owner and the
principal amount of the Note registered in the name of such Registered Owner.
CITY OF ROUND ROCK LTM2020:OrdinanceLTN A-2
EXHIBIT B
PAYING AGENT\REGISTRAR AGREEMENT
[See Separate Tab of Transcript]
CITY OF ROUND ROCK LTN-2020:OrdinanceLTN B-1
SIGNED AND SEALED this April 23, 2020.
City Clerk Mayor
(SEAL)
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CiryofRoundRock�LTM20V Ordinance-Cert
IN ACCORDANCE WITH SECTION 1201.028,Texas Government Code,finally passed,
approved and effective on this 23rd day of April, 2020.
CITY OF ROUND ROCK, TEXAS
/0/'
Mayo
City of Roun Rock, Texas
ATTEST:
City Clerk
City of Round Rock, Texas
CITY OF ROUND ROCK LTN\2020:OrdinanceLTN
GENERAL AND NO-LITIGATION CERTIFICATE
THE STATE OF TEXAS §
COUNTIES OF TRAVIS AND WILLIAMSON §
CITY OF ROUND ROCK §
We, the undersigned officers of the City, hereby certify as follows:
GENERAL
1. This certificate is executed for and on behalf of the City, for the benefit of the
Attorney General of the State of Texas and for the benefit of the Purchaser in connection with
the issuance of the Note. The words and terms used herein shall have the meanings whenever
they are used given in Exhibit "A" attached hereto.
2. Any certificate signed by an official of the City delivered to the Purchaser or the
Attorney General of the State of Texas shall be deemed a representation and warranty by the
City as to the statement made therein. The Public Finance Division of the Office of the
Attorney General of the State of Texas is hereby authorized to date this certificate as of the date
of approval of the Note and is entitled to rely upon the accuracy of the information contained
herein unless notified by telephone or fax to the contrary. The Comptroller of Public Accounts
is further authorized to register the Note upon receipt of the Attorney General approval. After
registration, the Note, opinions and registration papers shall be delivered to Richard S.
Donoghue at McCall, Parkhurst&Horton L.L.P.
MATTERS RELATING TO THE CITY
3. The City is a duly incorporated home rule city, operating and existing under the
Texas Constitution and laws of the State of Texas, including its home rule charter which has not
been amended since the issuance of the most recent securities of the City approved by the
Attorney General of Texas.
4. No litigation of any nature has been filed or is now pending to restrain or enjoin
the issuance or delivery of the Note, or which would affect the provision made for their payment
or security, or in any manner questioning the proceedings or authority concerning the issuance of
the Note, and that so far as we know and believe no such litigation is threatened.
5. Neither the corporate existence nor boundaries of the City are being contested, no
litigation has been filed or is now pending which would affect the authority of the officers of the
City to issue, execute, sign and deliver the Note, and no authority or proceedings for the issuance
of the Note have been repealed,revoked or rescinded.
6. We officially executed and signed the Note with our manual signatures or by
causing facsimiles of our manual signatures to be imprinted or copied on the Note, and, if
RoundRock TN\20:GenNoUtCert
appropriate, we hereby adopt such facsimile signatures as our own, respectively, and declare that
such facsimile signatures constitute our signatures the same as if we had manually signed the
Note.
7. The Note is substantially in the form, and has been duly executed and signed in
the manner,prescribed in the Ordinance.
8. At the time we so executed and signed the Note we were, and at the time of
executing this certificate we are, the duly chosen, qualified and acting officers indicated therein,
and authorized to execute the same.
9. We have caused the official seal of the City to be impressed, or printed, or copied
on the Note and such seal on the Note has been duly adopted as, and is hereby declared to be, the
official seal of the City.
10. The currently outstanding tax debt of the City including the proposed Note and the
other tax debt obligations to be delivered on the same day as the Note, but excluding any
obligations being refunded on such date, is set forth in Exhibit "B" hereto.
11. The true and correct schedule showing the annual requirements of all the
outstanding tax indebtedness of the City, including the proposed Note and the other tax debt
obligations to be delivered on the same day as the Note, but excluding any obligations being
refunded on such date, is set forth in Exhibit "C" hereto.
12. The currently effective ad valorem tax rolls of the City are those for the year 2019,
being the most recently approved tax rolls of the City; the taxable property in the City has been
assessed as required by law; the Tax Assessor of the City has duly verified the tax rolls; and the
assessed value of taxable property in the City upon which the annual ad valorem tax of the City
has been levied (after deducting the amount of all exemptions, if any, taken or required to be
given under the Constitution and laws of the State of Texas), according to the tax rolls for the
year, as delivered to the City Clerk, and finally approved and recorded by the City Council of the
City, is $14,829,631,999.
13. The City has received all required disclosure filing under Section 2252.908 of the
Texas Government Code in connection with the authorization and issuance of the Certificates
and will acknowledge receipt of such filings with the Texas Ethics Commission ("TEC") in
accordance with TECs rules.
14. The City verifies that, pursuant to Section 2271.002 of the Texas Government
Code, that all contracts with a company (as such term is defined in Section 808.001 of the Texas
Government Code) within the transcript of proceedings for the Note, includes a written
verification that such company (1) does not "Boycott Israel" (as such term is defined in Section
808.001 of the Texas Government Code) and (2) will not Boycott Israel during the term of the
such respective contract.
15. With respect to the contracts contained within the transcript of proceedings that
RoundRock TN\20:GenNoLitCert
are subject to Section 2252.152, Texas Government Code, the City has verified, as of the date of
execution, none of the counter parties to those contracts are listed as scrutinized companies with
business operations in Sudan or Iran or that engage in scrutinized business operations with
foreign terrorist organizations, or are companies known to have contracts with or provide
supplies or services to a "foreign terrorist organization" or "designated foreign terrorist
organization" on the lists prepared and maintained pursuant to Texas Government Code Sections
2270.0201 or 2252.153.
[The Remainder of This Page is Intentionally Left Blank]
RoundRock TN\20:GenNoUtCert
SIGNED this
City Clerk Mayor
NOTARY ACKNOWLEDGMENT
Before me, on this day personally appeared the foregoing individuals, known to me to be
the officers whose true and genuine signatures were subscribed to the foregoing instrument in
my presence.
Given under my hand and seal of office this
Notary Public
(Notary Seal)
RoundRock TN X20:GenNoLitCert
EXHIBIT A
DEFINITIONS
City- City of Round Rock, Texas.
Investment Letter- The Investment Letter between the City and the Purchaser, dated
April 23, 2020 relating to the Note.
Note- City of Round Rock Texas Limited Tax Note, Series 2020 dated
May 21, 2020 in the aggregate principal amount of$4.500,000.
Ordinance- Ordinance Authorizing the Issuance of City of Round Rock, Texas
Limited Tax Note, Series 2020; Levying an Ad Valorem Tax in
Support of the Note; Awarding the Sale of the Note; and
Authorizing Other Matters Related to the Issuance of the Note.
Purchaser- BOKF,NA dba Bank of Texas.
A-1
RoundRock TN\20:GenNoUtCert
EXHIBIT B
CURRENTLY OUTSTANDING TAX DEBV)
General Obligation Refunding Bonds, Series 2011 $1,795,000
General Obligation Refunding Bonds, Series 2013 312355000
General Obligation Bonds, Series 2014 64,895,000
General Obligation Refunding Bonds, Series 2014A 2,390,000
Combination Tax and Limited Revenue Certificates of Obligation, Series 2014 24,705,000
General Obligation Refunding Bonds, Series 2015 26,010,000
General Obligation Refunding Bonds, Series 2016 5,410,000
General Obligation Bonds, Series 2017 285585,000
Combination Tax and Limited Revenue Certificates of Obligation, Series 2018 659155000
General Obligation Refunding Bonds, Series 2019 129210,000
Combination Tax and Limited Revenue Certificates of Obligation, Series 2019 271250,000
General Obligation Refunding Bond, Series 2020* 659805000
Combination Tax and Limited Revenue Certificate of Obligation,
Series 2020A* 30,0005000
Limited Tax Note, Series 2020* 45500,000
Total $24458805000
M Excludes the obligations being refunded on the date of delivery of the Note.
*Includes the Note and other obligations in the process of issuance to be delivered on the same day as the Note.
B-1
RoundRock TN X20:GenNoUtCert
EXHIBIT C
AD VALOREM TAX
DEBT SERVICE REQUIREMENTS
C-1
RoundRock TN\20:GenNoLitCert
SIGNED AND SEALED this
City Clerk Mayor
NOTARY ACKNOWLEDGMENT
Before me, on this day personally appeared the foregoing individuals, known to me to be the
officers whose true and genuine signatures were subscribed to the foregoing instrument in my
presence.
Given under my hand and seal of office this •�23 249,�)
Notary Public
(Notary Seal)
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CITY OF ROUNDROCK TN 2020:General Certificate
April 23, 2020
City of Round Rock, Texas
221 East Main Street
Round Rock, Texas 78644
McCall, Parkhurst&Horton L.L.P.
600 Congress Avenue, Suite 1800
Austin, Texas 78701
Specialized Public Finance Inc.
248 Addie Roy#B 103
Austin, Texas 78746
I, the undersigned, being an authorized officer of BOKF, NA dba Bank of Texas (the
"Purchaser")a qualified institutional buyer within the meaning of Regulation D promulgated under
the Securities Act of 1933 (the"33 Act"),or an"accredited investor"within the meaning of Section
2(a)(15) of the 1933 Act, engaged in the business of making loans, acknowledge that the City of
Round Rock,Texas(the"Issuer"),is issuing its Limited Tax Note, Series 2020(the"Note")for the
purpose of purchasing vehicles and paying the costs of issuing the Note. The Note is to be issued
under the authority of Chapter 1431 of the Texas Government Code, as amended. The Purchaser
hereby acknowledges receipt of the ordinance adopted on April 23, 2020 (the "Ordinance")
authorizing the Note.
The Purchaser understands that the Note is payable from,and secured by a lien on and pledge
of, the receipts of an ad valorem tax levied in sufficient amounts (within the limits prescribed by
law) to provide for the payment of the interest on and principal of the Note, as such interest and
principal come due.In accordance with State law,the Issuer is limited to a tax rate of$2.50 per$100
of taxable assessed valuation for certain purposes,including.the payment of debt service on certain
of its debt, including the Note.
The Purchaser further understands that the Note will be sold for cash,will be approved by the
Attorney General of the State of Texas, and will be delivered in one installment in the form of one
fully-registered Note representing the full maturity amount of the Note, $4,500,000,which Note is
payable in annual installments,as set forth below,subject to redemption at the option of the Issuer as
set forth in the Ordinance. The Note will be initially registered in the name of the Purchaser.
In connection with the Note, the Purchaser agrees as follows:
A. The Purchaser will purchase the Note,which shall be delivered to the Purchaser on or about
May 21, 2020. Interest will accrue on the outstanding principal amount each principal
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RR TN2020: Investment Ltr
installment of the Note at the interest rate per annum of 1.15%. The first interest payment
date for the Note shall be February 15, 2021, with interest payable on each August 15 and
February 15 thereafter until maturity or prior redemption. The Note shall have a maturity
date of August 15,2025,and the principal of the Note will be payable in annual installments,
or upon redemption at the option of the Issuer, under the terms and conditions described
below. The purchase price for the Note shall be the principal amount thereof. Interest on the
Note will accrue from the date of initial delivery. Annual principal installment payments
shall be made to the registered owner of the Note on August 15 of each the years,and in the
amounts, shown below:
Principal
Year Installment
2021 $8705000
2022 $890,000
2023 $900,000
2024 $915,000
2025 $925,000
B. It is understood and agreed that the unpaid scheduled principal installments of the Note are
NOT subject to redemption prior to maturity.
C. The Note will be fully registered as to principal and interest, and BOKF,NA dba Bank of
Texas(the"Bank")shall serve as the initial paying agent and registrar for the Note.The Note
is transferable in whole, but not in part.
D. In regard to its purchase of the Note,the Purchaser acknowledges that no prospectus or other
offering document has been prepared;however,the Issuer has furnished the Purchaser with
all information necessary and requested by the Purchaser to permit the Purchaser to make an
informed decision concerning its purchase of the Note, and the Purchaser has made such
inspections and investigations as it has deemed necessary to determine the investment
quality of the Note and to assess all risk factors associated with the purchase and ownership
of the Note. The Purchaser hereby acknowledges and represents that it has a business
relationship with the Issuer and that it is familiar with the financial condition of the Issuer
and the ability of the Issuer to timely pay the principal of and interest on the Note. The
Purchaser has been furnished with such financial information relating to the Issuer as it has
requested for the purposes of making its assessment of making a loan to the Issuer by
purchasing the Note. The Purchaser has had a reasonable opportunity to request and review
such other information as it needs from the Issuer in order to enable it to make its investment
decision. The Purchaser is not relying on McCall, Parkhurst &Horton L.L.P., the Issuer's
Bond Counsel, or Specialized Public Finance Inc.,the Issuer's Financial Advisor, as to the
completeness or accuracy of any financial information provided to the Purchaser by the
Issuer in connection with its determination to make a loan to the Issuer by purchasing the
Note.
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E. The Note purchased by the Purchaser is being purchased for the account of the Purchaser as
evidence of a loan(and not on behalf of another),and the Purchaser has no present intention
of reselling such Note or dividing its interest therein,either currently or after the passage of a
fixed or determinable period of time or upon the occurrence or nonoccurrence of any
predetermined event or circumstance; provided, however that the Purchaser reserves the
right to sell, pledge, transfer, convey, hypothecate, or dispose of the Note at some future
date.
F. Delivery of the Note to the Purchaser(the "Closing") shall be made at the Purchaser on or
about May 21,2020;provided that it is understood that the delivery date may be extended by
mutual consent of the Purchaser and the Issuer.
G. The Purchaser acknowledges that the Note will not be rated. In addition, the Purchaser
acknowledges that the Note will not be listed on any securities exchange. Further,no trading
market now exists in the Note,and none may exist in the future. Accordingly,the Purchaser
understands that it may need to bear the risks of this investment for an indefinite time,since
any sale prior to the maturity for the Note may not be possible or may be at a price below
that which the Purchaser is paying for the Note.
H. It is understood and agreed that the Purchaser is buying the Note in a private placement by
the Issuer to the Purchaser. The Note is exempt from any federal securities registration
requirements by virtue of Section 3(a)(2) of the Securities Act of 1933. The private
placement of the Note is exempt from the provisions of Rule 15c2-12 of the Securities and
Exchange Commission(the"Rule");consequently the Issuer has not undertaken to make any
on-going disclosures for the benefit of the registered owner of the Note in accordance with
the Rule. However, the Issuer hereby agrees to provide the Purchaser with a copy of the
Issuer's Comprehensive Annual Financial Report within 180 days of the close of each fiscal
year or if such report is not then available,by such later date as the report becomes available;
provided that the electronic posting of such report with the Municipal Securities Rulemaking
Board,the Municipal Advisory Council of Texas,or on the Issuer's website shall satisfy such
requirement.
I. This agreement shall be terminated by delivery of$4,500,000 in principal amount of the
Note to the Bank at the date of Closing,provided that the representations of the Purchaser in
D, E, G, and H above, shall survive the termination hereof.
J. The Purchaser hereby represents that neither it, nor any parent company, wholly- or
majority-owned subsidiary,and other affiliates of the same,if any,boycotts Israel or,to the
extent this agreement is a contract for goods or services,will boycott Israel through the date
of delivery of the Note. The foregoing verification is made solely to comply with Section
2271.002, Texas Government Code, and to the extent such Section does not contravene
applicable Federal law.As used in the foregoing verification, "boycotts Israel"and"boycott
Israel"means refusing to deal with,terminating business activities with,or otherwise taking
any action that is intended to penalize, inflict economic harm on, or limit commercial
relations specifically with Israel,or with a person or entity doing business in Israel or in an
Israeli-controlled territory, but does not include an action made for ordinary business
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RR TN2020:Investment Ltr
purposes.The Purchaser understands"affiliate"to mean an entity that controls,is controlled
by, or is under common control with the Purchaser and exists to make a profit.
K. The Purchaser hereby represents that, neither it, nor any parent company, wholly- or
majority-owned subsidiary,and other affiliates of the same,if any,are companies identified
on a list prepared and maintained by the Texas Comptroller of Public Accounts under
Section 2252.153 or Section 2270.0201,Texas Government Code,and posted on any of the
following pages of such officer's internet website:
https:Hcomptroller.texas.gov/purchasing/docs/sudanlist.pdf,
https:Hcomptroller.texas.gov/purchasing/docs/iran-list.pdf, or
https:Hcomptroller.texas.gov/purchasing/docs/ftolist.pdf. The foregoing representation is
made solely to comply with Section 2252.152, Texas Government Code, and to the extent
such Section does not contravene applicable Federal law and excludes the Purchaser and
each parent company, wholly- or majority-owned subsidiaries, and other affiliates of the
same, if any, that the United States government has affirmatively declared to be excluded
from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime
relating to a foreign terrorist organization.The Purchaser understands"affiliate"to mean any
entity that controls, is controlled by, or is under common control with the Purchaser and
exists to make a profit.
L. The Purchaser represents and warrants that it is exempt from the requirements of Section
2252.908 of the Texas Government Code,as amended,pursuant to subsection(c)(4)thereof,
and,accordingly,the Purchaser is not required to file a Certificate of Interested Parties Form
1295 otherwise prescribed thereunder.
M. As a condition to the purchase of the Note, the Purchaser shall receive at the Closing an
opinion of Bond Counsel in substantially the form attached hereto as Exhibit A. In addition,
the Purchaser shall receive,at the Closing,an opinion of the Attorney General of the State of
Texas to the effect that the Note has been lawfully issued by the Issuer and is a valid and
binding obligation of the Issuer under applicable laws of the State of Texas.
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Respectfully submitted,
BOKF,NA dba Bank of Texas
By:
Title:
RR TN2020: Investment Ur
ACCEPTANCE
ACCEPTED,pursuant to the Ordinance adopted by the City Council of the City of Round
Rock, Texas, this the 23rd day of April, 2020.
Mayor
City of Round Rock, Texas
RR TN2020: Investment Ltr
EXHIBIT A
[An opinion in substantially the following form will be delivered by McCall,
Parkhurst chi Horton L.L.P., Bond Counsel, upon the delivery of the
Note, assuming no material changes in facts or law.]
CITY OF ROUND ROCK,TEXAS
LIMITED TAX NOTE, SERIES 2020
IN THE AGGREGATE PRINCIPAL AMOUNT OF $495009000
AS BOND COUNSEL FOR THE CITY OF ROUND ROCK, TEXAS (the "City") in
connection with the issuance of the note described above (the "Note"), we have examined the
legality and validity of the Note,which bears interest from the date specified in the text of the Note,
until maturity or redemption,at the rate and payable on the dates specified in the text of the Note and
in the ordinance of the City adopted on April 23,2020 which authorizes the issuance of the Note(the
"Ordinance").
WE HAVE EXAMINED the applicable and pertinent provisions of the Constitution and
laws of the State of Texas, certified copies of the pertinent proceedings of the City, and other
pertinent documents authorizing and relating to the issuance of the Note, including the executed
Note (Note Number R-1).
BASED ON SAID EXAMINATION,IT IS OUR OPINION that the Note has been duly
authorized, issued and delivered in accordance with law; that the Note constitutes a valid and
legally binding obligation of the City except as the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws now or
hereafter enacted relating to creditors' rights generally or by governmental immunity or general
principles of equity which permit the exercise of judicial discretion; and that ad valorem taxes
sufficient to provide for the payment of the interest on and principal of the Note have been levied
and pledged for such purpose, within the limits prescribed by law, on taxable property within the
City.
IT IS FURTHER OUR OPINION,except as discussed below,that the interest on the Note
is excludable from the gross income of the owner thereof for federal income tax purposes under the
statutes,regulations,published rulings,and court decisions existing on the date of this opinion. We
are further of the opinion that the Note is not a "specified private activity bond" and that,
accordingly, interest on the Note will not be included as an individual alternative minimum tax
preference item under section 57(a)(5) of the Internal Revenue Code of 1986 (the "Code"). In
expressing the aforementioned opinions,we have relied on certain representations,the accuracy of
which we have not independently verified,and assume compliance with certain covenants regarding
the use and investment of the proceeds of the Note and the use of the property financed therewith.
We call your attention to the fact that if such representations are determined to be inaccurate or if the
City fails to comply with such covenants, interest on the Note may become includable in gross
income retroactively to the date of issuance of the Note.
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EXCEPT AS STATED ABOVE, we express no opinion as to any other federal, state, or
local tax consequences of acquiring, carrying, owning, or disposing of the Note, including the
amount, accrual or receipt of interest on, the Note. Owners of the Note should consult their tax
advisors regarding the applicability of any collateral tax consequences of owning the Note.
OUR OPINIONS ARE BASED ON EXISTING LAW,which is subject to change. Such
opinions are further based on our knowledge of facts as of the date hereof. We assume no duty to
update or supplement our opinions to reflect any facts or circumstances that may thereafter come to
our attention or to reflect any changes in any law that may thereafter occur or become effective.
Moreover, our opinions are not a guarantee of a result and are not binding on the Internal Revenue
Service(the"Service");rather,such opinions represent our legal judgment based upon our review of
existing law and in reliance upon the representations and covenants referenced above that we deem
relevant to such opinions. The Service has an ongoing audit program to determine compliance with
rules that relate to whether interest on state or local obligations is includable in gross income for
federal income tax purposes. No assurance can be given whether or not the Service will commence
an audit of the Note. If an audit is commenced,in accordance with its current published procedures
the Service is likely to treat the City as the taxpayer. We observe that the City has covenanted not to
take any action, or omit to take any action within its control,that if taken or omitted, respectively,
may result in the treatment of interest on the Note as includable in gross income for federal income
tax purposes.
WE EXPRESS NO OPINION as to any insurance policies issued with respect to the
payments due for the principal of and interest on the Note, nor as to any such insurance policies
issued in the future.
OUR SOLE ENGAGEMENT in connection with the issuance of the Note is as Bond
Counsel for the City,and,in that capacity,we have been engaged by the City for the sole purpose of
rendering our opinions with respect to the legality and validity of the Note under the Constitution
and laws of the State of Texas,and with respect to the exclusion from gross income of the interest on
the Note for federal income tax purposes, and for no other reason or purpose. We have not been
requested to investigate or verify, and have not independently investigated or verified any records,
data,or other material relating to the financial condition or capabilities of the City,or the disclosure
thereof in connection with the sale of the Note,and have not assumed any responsibility with respect
thereto. We express no opinion and make no comment with respect to the marketability of the Note
and have relied solely on certificates executed by officials of the City as to the current outstanding
indebtedness of the City and the assessed valuation of taxable property within the City.
THE FOREGOING OPINIONS represent our legal judgment based upon a review of
existing legal authorities that we deem relevant to render such opinions and are not a guarantee of a
result.
Respectfully,
A-2
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ACCEPTANCE
ACCEPTED,pursuant to the Ordinance adopted by the City Council of the City of Round
Rock, Texas, this the 23rd day of April, 2020.
Mayo
City of Roun Rock, Texas
RR TN2020: Investment Ltr
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of May 21,2020(this"Agreement"),by and between
the City of Round Rock, Texas (the "Issuer"), and BOKF,NA dba Bank of Texas (the "Bank").
RECITALS
WHEREAS,the Issuer has duly authorized and provided for the issuance of its$4,500,000
City of Round Rock,Texas Limited Tax Note, Series 2020(the"Obligations"),such Obligations to
be issued in fully registered form only as to the payment of principal and interest thereon; and
WHEREAS,the Obligations are scheduled to be delivered to the initial purchaser thereof on
or about May 21, 2020; and
WHEREAS,the Bank is the initial purchaser of the Obligations and as part of its agreement
to purchase the Obligations the Bank requested, and the Issuer agreed, that the Bank is to serve as
Paying Agent/Registrar in connection with the payment of the principal of, premium, if any, and
interest on the Obligations and with respect to the registration,transfer and exchange thereof by the
registered owners thereof; and
WHEREAS,the Bank has agreed to serve in such capacities for and on behalf of the Issuer
and has full power and authority to perform and serve as Paying Agent/Registrar for the Obligations;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment.
The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the
Obligations. As Paying Agent for the Obligations, the Bank shall be responsible for paying on
behalf of the Issuer the principal, premium (if any), and interest on the Obligations as the same
become due and payable to the registered owners thereof,all in accordance with this Agreement and
the "Ordinance" (hereinafter defined).
The Issuer hereby appoints the Bank as Registrar with respect to the Obligations. As
Registrar for the Obligations,the Bank shall keep and maintain for and on behalf of the Issuer books
and records as to the ownership of the Obligations and with respect to the transfer and exchange
thereof as provided herein and in the "Ordinance."
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Obligations.
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Section 1.02. Compensation.
The Bank agrees that so long as the Obligations are held by the Bank,it will serve as Paying
Agent and Registrar for the Obligations for an annual fee of$300.00,and,the Issuer shall reimburse
the Bank upon its request for all reasonable expenses,disbursements and advances incurred or made
by the Bank in accordance with any of the provisions hereof(including the reasonable compensation
and the expenses and disbursements of its agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions.
For all purposes of this Agreement, except as otherwise expressly provided or unless the
context otherwise requires:
"Acceleration Date" on any Obligation means the date on and after which the principal or
any or all installments of interest,or both,are due and payable on any Obligation which has become
accelerated pursuant to the terms of the Obligation.
"Bank Office"means the designated office for payment of the Bank as indicated in Section
6.03 hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office.
"Fiscal Year" means the fiscal year of the Issuer, ending September 30.
"Holder" means the Person in whose name an Obligation is registered in the Obligation
Register.
"Legal Holiday" means a day on which the Bank is required or authorized to be closed.
"Ordinance"means the orders,ordinances or resolutions of the governing body of the Issuer
pursuant to which the Obligations are issued, certified by the City Clerk of the Issuer or any other
officer of the Issuer and delivered to the Bank.
"Person" means any individual, corporation, partnership,joint venture, association,joint
stock company, trust, unincorporated organization or government or any agency or political
subdivision of a government.
"Predecessor Obligations" of any particular Obligation means every previous Obligation
evidencing all or a portion of the same obligation as that evidenced by such particular Obligation
(and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen Obligation for
which a replacement Obligation has been registered and delivered in lieu thereof pursuant to Section
4.06 hereof and the Ordinance).
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"Responsible Officer" when used with respect to the Bank means the Chairman or Vice-
Chairman of the Board of Directors,the Chairman or Vice-chairman of the Executive Committee of
the Board of Directors,the President,any Vice President,the Secretary,any Assistant Secretary,the
Treasurer,any Assistant Treasurer,the Cashier,any Assistant Cashier,any Trust Officer or Assistant
Trust Officer, or any other officer of the Bank customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect to any particular
matter, any other officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.
"Register"means a register maintained by the Bank on behalf of the Issuer providing for the
registration and transfer of the Obligations.
"Stated Maturity" means the date specified in the Ordinance on which the principal of an
Obligation is scheduled to be due and payable.
Section 2.02. Other Definitions.
The terms "Bank," Issuer," and "Obligations (Obligation)" have the meanings assigned to
them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and
functions of this Agreement.
Any other terms not defined herein, shall have the meaning given to them in the Ordinance,
unless the context otherwise requires.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of Paying Agent.
As Paying Agent,the Bank shall,provided adequate collected funds have been provided to it
for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of each
Obligation at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon
surrender of the Obligation to the Bank at the Bank Office.
As Paying Agent,the Bank shall,provided adequate collected funds have been provided to it
for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each
Obligation when due,by computing the amount of interest to be paid each Holder and preparing and
sending checks by United States Mail, first-class postage prepaid, on each payment date, to the
Holders of the Obligations(or their Predecessor Obligations)on the respective Record Date,to the
address appearing on the Obligation Register or by such other method, acceptable to the Bank,
requested in writing by the Holder at the Holder's risk and expense.
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Section 3.02. Payment Dates.
The Issuer hereby instructs the Bank to pay the principal of and interest on the Obligations
on the dates specified in the Ordinance.
Section 3.03. Reporting Requirements.
To the extent required by the Internal Revenue Code of 1986, as amended, or the Treasury
Regulations,the Bank shall report to or cause to be reported to the Holders and the Internal Revenue
Service the amount of interest paid or the amount treated as interest accrued on the Obligations
which is required to be reported by the Holders on their returns of federal income tax.
ARTICLE FOUR
REGISTRAR
Section 4.01. Register-Transfers and Exchanges.
The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office
books and records (herein sometimes referred to as the " Register"), and, if the Bank Office is
located outside the State of Texas, a copy of such books and records shall be kept in the State of
Texas, for recording the names and addresses of the Holders of the Obligations, the transfer,
exchange and replacement of the Obligations and the payment of the principal of and interest on the
Obligations to the Holders and containing such other information as may be reasonably required by
the Issuer and subject to such reasonable regulations as the Issuer and the Bank may prescribe. The
Bank also agrees to keep a copy of the Obligation Register within the State of Texas. All transfers,
exchanges and replacement of Obligations shall be noted in the Register.
Every Obligation surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer,the signature on which has been guaranteed by an
officer of a federal or state bank or a member of the Financial Industry Regulatory Authority, in
form satisfactory to the Bank, duly executed by the Holder thereof or his agent duly authorized in
writing.
The Bank may request any supporting documentation it feels necessary to effect a re-
registration, transfer or exchange of the Obligations.
To the extent possible and under reasonable circumstances,the Bank agrees that,in relation
to an exchange or transfer of Obligations, the exchange or transfer by the Holders thereof will be
completed and new Obligations delivered to the Holder or the assignee of the Holder in not more
than three (3) business days after the receipt of the Obligations to be cancelled in an exchange or
transfer and the written instrument of transfer or request for exchange duly executed by the Holder,
or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar.
Section 4.02. Form of Register.
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The Bank, as Registrar, will maintain the Register relating to the registration, payment,
transfer and exchange of the Obligations in accordance with the Bank's general practices and
procedures in effect from time to time. The Bank shall not be obligated to maintain such Register in
any form other than those which the Bank has currently available and currently utilizes at the time.
The Register may be maintained in written form or in any other form capable of being
converted into written form within a reasonable time.
Section 4.03. List of Holders.
The Bank will provide the Issuer at any time requested by the Issuer,upon payment of the
required fee, a copy of the information contained in the Register. The Issuer may also inspect the
information contained in the Register at any time the Bank is customarily open for business,
provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the
information into written form.
The Bank will not release or disclose the contents of the Register to any person other than to,
or at the written request of,an authorized officer or employee of the Issuer,except upon receipt of a
court order or as otherwise required by law. Upon receipt of a court order or other notice of a legal
proceeding and prior to the release or disclosure of any of the contents of the Register,the Bank will
notify the Issuer so that the Issuer may contest the same or such release or disclosure of the contents
of the Register.
Section 4.04. Return of Cancelled Certificates.
The Bank will, at such reasonable intervals as it determines, surrender to the Issuer,
Obligations in lieu of which or in exchange for which other Obligations have been issued,or which
have been paid.
Section 4.05. Mutilated,Destroyed, Lost or Stolen Obligations.
The Issuer hereby instructs the Bank,subject to the applicable provisions of the Ordinance,
to deliver and issue Obligations certificates in exchange for or in lieu of mutilated,destroyed,lost,or
stolen Obligations certificates.
In case any Obligation shall be mutilated, or destroyed, lost or stolen, the Bank, in its
discretion,may execute and deliver a replacement Obligation of like form and tenor,and in the same
denomination and bearing a number not contemporaneously outstanding, in exchange and
substitution for such mutilated Obligation,or in lieu of and in substitution for such destroyed lost or
stolen Obligation, only after (i) the filing by the Holder thereof with the Bank of evidence
satisfactory to the Bank of the destruction,loss or theft of such Obligation,and of the authenticity of
the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount
satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with such
indemnity and with the preparation, execution and delivery of a replacement Obligation shall be
borne by the Holder of the Obligation mutilated, or destroyed, lost or stolen.
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Section 4.06. Transaction Information to Issuer.
The Bank will, within a reasonable time after receipt of written request from the Issuer,
furnish the Issuer information as to the Obligations certificates it has paid pursuant to Section 3.01,
Obligations certificates it has delivered upon the transfer or exchange of any Obligations certificates
pursuant to Section 4.01, and Obligations certificates it has delivered in exchange for or in lieu of
mutilated, destroyed, lost, or stolen Obligations certificates pursuant to Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01. Duties of Bank.
The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care
in the performance thereof.
The Bank is also authorized to transfer funds relating to the closing and initial delivery of the
Obligations in the manner disclosed in the closing memorandum approved by the Issuer as prepared
by the Issuer's financial advisor or other agent. The Bank may act on a facsimile transmission of the
closing memorandum to be followed by an original of the closing memorandum signed by the
financial advisor or the Issuer.
Section 5.02. Reliance on Documents,Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and correctness of
the opinions expressed therein, on certificates or opinions furnished to the Bank by the Issuer.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer,unless it shall be proven that the Bank was grossly negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder,or in
the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not
assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon
any resolution,certificate,statement,instrument,opinion,report,notice,request,direction,consent,
order,bond,note,security,or other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties. Without limiting the generality of the foregoing
statement,the Bank need not examine the ownership of any Obligations,but is protected in acting
upon receipt of Obligations certificates containing an endorsement or instruction of transfer or power
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of transfer which appears on its face to be signed by the Holder or an agent of the Holder. The Bank
shall not be bound to make any investigation into the facts or matters stated in a resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond,
note, security, or other paper or document supplied by the Issuer.
(e) The Bank may consult with legal counsel, and the written advice of such counsel or
any opinion of counsel shall be full and complete authorization and protection with respect to any
action taken,suffered,or omitted by it hereunder in good faith and in reliance thereon,provided that
any such written advice or opinion is supplied to the Issuer by the Bank.
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
Section 5.03. Recitals of Issuer.
The recitals contained herein with respect to the Issuer and in the Obligations shall be taken
as the statements of the Issuer, and the Bank assumes no responsibility for their correctness.
The Bank shall in no event be liable to the Issuer,any Holder or Holders of any Obligation,
or any other Person for any amount due on any Obligation from its own funds.
Section 5.04. May Hold Obligations.
The Bank, in its individual or any other capacity, may become the owner or pledgee of
Obligations and may otherwise deal with the Issuer with the same rights it would have if it were not
the Paying Agent/Registrar, or any other agent.
Section 5.05. Moneys Held by Bank.
If the Bank is not the sole holder of all of the Obligations,the Bank shall deposit any moneys
received from the Issuer into a segregated account to be held by the Bank solely for the benefit of the
owners of the Obligations to be used solely for the payment of the Obligations,with such moneys in
the account that exceed the deposit insurance available to the Issuer by the Federal Deposit
Insurance Corporation, to be fully collateralized with Obligations or obligations that are eligible
under the laws of the State of Texas to secure and be pledged as collateral for such accounts until the
principal and interest on such Obligations have been presented for payment and paid to the owner
thereof. Payments made from such account shall be made by check drawn on such account unless
the owner of such Obligations shall, at its own expense and risk, request such other medium of
payment.
Subject to the Unclaimed Property Law of the State of Texas,any money deposited with the
Bank for the payment of the principal,premium(if any),or interest on any Obligation and remaining
unclaimed for three years after the final maturity of the Obligation has become due and payable will
be paid by the Bank to the Issuer if the Issuer so elects, and the Holder of such Obligation shall
hereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to
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such monies shall thereupon cease. If the Issuer does not elect, the Bank is directed to report and
dispose of the funds in compliance with Title Six of the Texas Property Code, as amended.
Section 5.06. Indemnification.
To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it
harmless against, any loss, liability, or expense incurred without negligence or bad faith on the
Bank's part,arising out of or in connection with the Bank's acceptance or administration of its duties
hereunder, including the cost and expense incurred by the Bank in defending against any claim or
from liability imposed on the Bank in connection with the Bank's exercise or performance of any of
its powers or duties under this Agreement.
Section 5.07. Interpleader.
The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim,
demand, or controversy over its person as well as funds on deposit, in either a Federal or State
District Court located in the State of Texas and County where either the Bank Office or the
administrative offices of the Issuer are located, and agree that service of process by certified or
registered mail,return receipt requested,to the address referred to in Section 6.03 of this Agreement
shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right
to file a Bill of Interpleader in any court of competent jurisdiction in the State of Texas to determine
the rights of any Person claiming any interest herein.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment.
This Agreement may be amended only by an agreement in writing signed by both of the
parties hereto.
Section 6.02. Assignment.
This Agreement may not be assigned by either party without the prior written consent of
the other.
Section 6.03. Notices.
Any request, demand, authorization, direction, notice, consent, waiver, or other document
provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or
delivered to the Issuer or the Bank, respectively, at the addresses set forth below:
Issuer
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City of Round Rock, Texas
221 East Main Street
Round Rock, Texas 78664
Attn: Chief Financial Officer
Paving Agent/Registrar
BOKF,NA dba Bank of Texas
Attn: President
Section 6.04. Effect of Headings.
The Article and Section headings herein are for convenience only and shall not affect the
construction hereof.
Section 6.05. Successors and Assigns.
All covenants and agreements herein by the Issuer and the Bank shall bind their respective
successors and assigns, whether so expressed or not.
Section 6.06. Severability.
In case any provision herein shall be invalid,illegal,or unenforceable,the validity,legality,
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 6.07. Benefits of Agreement.
Nothing herein,express or implied,shall give to any Person,other than the parties hereto and
their successors hereunder, any benefit or any legal or equitable right,remedy,or claim hereunder.
Section 6.08. Entire Agreement.
This Agreement and the Ordinance constitute the entire agreement between the parties hereto
relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this
Agreement and the Ordinance, the Ordinance shall govern.
Section 6.09. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original and all of which shall constitute one and the same Agreement.
Section 6.10. Termination.
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This Agreement will terminate(i)on the date of final payment of the principal of and interest
on the Obligations to the Holders thereof or(ii)may be earlier terminated by either party upon thirty
(30)days written notice;provided,however,an early termination of this Agreement by either party
shall not be effective until(a) a successor Paying Agent/Registrar has been appointed by the Issuer
and such appointment accepted and(b)notice has been given to the Holders of the Obligations of the
appointment of a successor Paying Agent/Registrar. Furthermore, the Bank and Issuer mutually
agree that the effective date of an early termination of this Agreement shall not occur at any time
which would disrupt, delay or otherwise adversely affect the payment of the Obligations.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Obligation Register(or a copy thereof),together with other pertinent books and records
relating to the Obligations,to the successor Paying Agent/Registrar designated and appointed by the
Issuer.
The provisions of Section 1.02, 5.029 5.03 and 5.06 of this Agreement shall survive and
remain in full force and effect following the termination of this Agreement.
Section 6.11. Governing Law.
This Agreement shall be construed in accordance with and governed by the laws of the State
of Texas.
Section 6.12. Anti-Bovcott.
The Bank represents and warrants, for purposes of Chapter 2271 of the Texas Government
Code,that at the time of execution and delivery of this Agreement,neither the Bank,nor any parent
company,wholly-or majority-owned subsidiaries or affiliates of the same,if any,boycotts Israel or
will boycott Israel during the term of this Agreement. The foregoing verification is made solely to
comply with Section 2271.002, Texas Government Code, and to the extent such Section does not
contravene applicable Federal law. As used in the foregoing verification, "boycotts Israel" and
"boycott Israel"means refusing to deal with,terminating business activities with,or otherwise taking
any action that is intended to penalize, inflict economic harm on, or limit commercial relations
specifically with Israel,or with a person or entity doing business in Israel or in an Israeli-controlled
territory,but does not include an action made for ordinary business purposes.The Bank understands
"affiliate" to mean an entity that controls, is controlled by, or is under common control with the
Bank and exists to make a profit.
Section 6.13. Terrorist Organizations.
The Bank represents that, neither the Bank, nor any parent company, wholly- or majority-
owned subsidiaries or affiliates of the same, if any, are companies identified on a list prepared and
maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section
2270.0201, Texas Government Code, and posted on any of the following pages of such officer's
internet website:
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l-itt)s:`;`coma troIler.texas.<7ov1 purcha.sin rldocs'sudan-Iist.id.f,
htt)s:-:%`coin.troIler.texas.gov/)urcli sin g%docs/iran-list. df; or
https:/`comn.troIler.texas.goti purchasi g_idoc ..fto-list.pd.f.
The foregoing representation is made solely to comply with Section 2252.152, Texas
Government Code, and to the extent such Section does not contravene applicable Federal law and
excludes the Bank and each parent company, wholly- or majority-owned subsidiaries, and other
affiliates of the same, if any, that the United States government has affirmatively declared to be
excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime
relating to a foreign terrorist organization.The Bank understands"affiliate"to mean any entity that
controls, is controlled by, or is under common control with the Bank and exists to make a profit.
Section 6.14. Interested Parties Form Exemption.
The Bank represents and warrants that it is exempt from the requirements of Section
2252.908 of the Texas Government Code, as amended,pursuant to subsection(c)(4)thereof, and,
accordingly,the Bank is not required to file a Certificate of Interested Parties Form 1295 otherwise
prescribed thereunder.
[The remainder of this page is intentionally left blank.]
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IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the day
and year first above written.
BOKF,NA dba BANK OF TEXAS
By:
Title:
Signature Page
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CITY OF ROUND ROCK,TEXAS
By:
Title: Mayor
221 E. Main
Round Rock, Texas 78664
[CITY SEAL]
ATTEST:
City Clerk
Signature Page
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Q ROC CITY OF ROUND ROCK,TEXAS
By:
0 ' Title: May r
S
of 22 E. Mai
70
%*0606900990004 Round Rock Texas 78664
[CITY SEAL]
ATTEST:
r
City Clerk
Signature Page
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IN WITNESS WHEREOF, the City has caused this Note 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/thhefficial seal of the City to be duly
impressed, or placed in facsimile, on this Note.
City Clerk Mayor
(CITY SEAL)
RO
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