O-2020-0113 - 4/23/2020 CERTIFICATE FOR ORDINANCE NO. 0-2020-0113
THE STATE OF TEXAS §
COUNTIES OF TRAVIS AND WILLIAMSON §
CITY OF ROUND ROCK §
We,the undersigned officers and members of the City of Round Rock,Texas(the"City"),hereby
certify as follows:
1. The City Council of the City convened in a REGULARLY SCHEDULED
MEETING ON THE 23RD DAY OF 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
GENERAL OBLIGATION REFUNDING BOND, SERIES 2020; LEVYING AN AD
VALOREM TAX IN SUPPORT OF THE BOND; AWARDING THE SALE OF THE
BOND; APPROVING A PAYING AGENT/REGISTRAR AGREEMENT AND AN
ESCROW AGREEMENT; CALLING CERTAIN OBLIGATIONS FOR REDEMPTION;
AND AUTHORIZING OTHER MATTERS RELATED TO THE ISSUANCE OF THE
BOND
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
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
RoundRockGORB 2020:Ordinance Cert.
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 isszted 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.
RoundRockGORB 2020:Ordinance Cert.
SIGNED AND SEALED April 23, 2020.
City Clerk Mayor
[CITY SEAL]
RoundRockGORB 2020:Ordinance Cert.
ORDINANCE NO. 0-2020-0113
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF ROUND ROCK,TEXAS
GENERAL OBLIGATION REFUNDING BOND, SERIES 2020; LEVYING AN AD
VALOREM TAX IN SUPPORT OF THE BOND; AWARDING THE SALE OF THE
BOND; APPROVING A PAYING AGENT/REGISTRAR AGREEMENT AND AN
ESCROW AGREEMENT; CALLING CERTAIN OBLIGATIONS FOR REDEMPTION;
AND AUTHORIZING OTHER MATTERS RELATED TO THE ISSUANCE OF THE
BOND
THE STATE OF TEXAS §
COUNTIES OF TRAVIS AND WILLIAMSON §
CITY OF ROUND ROCK §
WHEREAS, the City of Round Rock, Texas (the "City") has duly issued and there are
now outstanding the City's General Obligation Refunding Bonds, Series 2011, (the "Series 2011
Bonds"); and
WHEREAS, the City now desires to issue a general obligation refunding bond to refund
the outstanding Series 2011 Bonds (the "Refunded Obligations"); and
WHEREAS, the City Council of the City deems it advisable and in the best interest of the
City to issue the Bond (as defined herein) to refund the Refunded Obligations and that the
refunding will result in net present value savings of$436,002.07 (6.342%) and the City Council
of the City further finds that the aggregate amount of payments under the Refunded Obligations
exceeds the aggregate amount of payments under the Bond by$463,661.15; and
WHEREAS, Chapter 1207, Texas Government Code, as amended ("Chapter 1207")
authorizes the City to issue refunding bonds and to deposit the proceeds from the sale thereof
together with any other available funds or resources, directly with an eligible bank and such
deposit, if made before such payment dates, shall constitute the making of firm banking and
financial arrangements for the discharge and final payment of the Refunded Obligations; and
WHEREAS, Chapter 1207 further authorizes the City to enter into an escrow agreement
with an eligible bank with respect to the safekeeping, investment, reinvestment, administration
and disposition of any such deposit, upon such terms and conditions as the City and such bank
may agree, provided that such deposits may be invested and reinvested in Defeasance Securities
(as defined herein); and
WHEREAS, the Escrow Agreement hereinafter authorized, constitutes an agreement of
the kind authorized and permitted by said Chapter 1207; and
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WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to
maturity within 20 years of the date of the bond hereinafter authorized; and
WHEREAS, the City deems it appropriate to call for redemption the Refunded Obligations
as set forth in this Ordinance; 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 fitrther 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).
THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
ROUND ROCK:
Section 1. RECITALS,AMOUNT AND PURPOSE OF THE BOND. The recitals set
forth in the preamble hereof are incorporated herein and shall have the same force and effect as if
set forth in this Section. The bond of the City is hereby authorized to be issued pursuant to
Chapter 1207, Texas Government Code, as amended, and delivered in the aggregate principal
amount of$6,980,000 to refund the Refunded Obligations and pay the costs associated with the
issuance of the Bond as further set forth in the preamble to this Ordinance.
Section 2. DESIGNATION, DATE, DENOMINATIONS AND NUMBERS OF
BONDS. The Bond issued pursuant to this Ordinance shall be designated: "CITY OF
ROUND ROCK, TEXAS GENERAL OBLIGATION REFUNDING BOND, SERIES 2020,"
and initially there shall be issued, sold, and delivered hereunder one fully registered bond,
without interest coupons, dated May 21, 2020, in the principal amount stated above and in the
denomination of$6,980,000, numbered R-1, with bonds 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 Bond (in each case, the "Registered Owner"),
and the Bond shall mature and be payable in annual installments as set forth in the FORM OF
BOND set forth in this Ordinance. The term "Bond" as used in this Ordinance shall mean and
include collectively the bond initially issued and delivered pursuant to this Ordinance and all
substitute bonds exchanged therefor, as well as all other substitute bonds and replacement bonds
issued pursuant hereto.
Section 3. INTEREST. The Bond shall bear interest from the date of initial delivery to
the date of maturity or redemption prior to maturity at the rate of 1.21%per annum from the date
of initial delivery through and including August 15, 2027; provided, however, that if an "Event
of Default" (as defined in Section 8) occurs, the rate of interest on the Bond shall be 8.00% from
the date of such occurrence until such default has been cured; and provided further that if an
"Event of Taxation" (defined below) occurs, the rate of interest on the Bond shall increase from
its then existing rate by an additional 2.5% per annum. In no event, however, may the rate of
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interest on the Bond exceed the maximum rate permitted by Chapter 1204, Texas Government
Code, as amended. The term "Event of Taxation" means any breach by the City of the
representations and covenants in this Ordinance which results in interest on the Bond no longer
being excludable from gross income of the Registered Owner for federal income tax purposes.
Said interest shall be payable in the manner provided and on the dates stated in the FORM OF
CERTIFICATE set forth in this Ordinance.
Section 4. CHARACTERISTICS OF THE BOND. (a) Registration, Transfer;
Authentication. The City shall keep or cause to be kept at the principal corporate trust or other
office of The Bank of New York Mellon Trust Company, National Association, Dallas, Texas
(the "Paying Agent/Registrar") books or records for the registration of the transfer and exchange
of the Bond(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 and exchanges under such reasonable regulations as the City and the Paying
Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations,
transfers and exchanges as herein provided within three days of presentation in due and proper
form. The Paying Agent/Registrar shall obtain and record in the Registration Books the address
of the Registered Owner of the Bond to which payments with respect to the Bond shall be
mailed, as herein provided; but it shall be the duty of the 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 City shall
pay the Paying Agent/Registrar's standard or customary fees and charges for making such
registration, transfer, exchange and delivery of a substitute Bond. Registration of assignments,
transfers and exchanges of the Bond shall be made in the manner provided and with the effect
stated in the FORM OF BOND set forth in this Ordinance. Each substitute Bond shall bear a
letter and/or number to distinguish it from each other Bond.
Except as provided in subsection (c) below, an authorized representative of the Paying
Agent/Registrar shall, before the delivery of any such Bond, date and manually sign said Bond,
and no such Bond shall be deemed to be issued or outstanding unless such Bond is so executed.
The Paying Agent/Registrar promptly shall cancel the paid Bond or any Bond surrendered for
transfer and exchange. No additional ordinances, orders, or resolutions need be passed or
adopted by the City or any other body or person so as to accomplish the foregoing transfer and
exchange of any Bond, and the Paying Agent/Registrar shall provide for the printing, execution,
and delivery of the substitute Bond in the manner prescribed herein. Pursuant to Subchapter D,
Chapter 1201, Texas Government Code, as amended, the duty of transfer and exchange of the
Bond as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution
of said Bond, the transferred and exchanged Bond shall be valid, incontestable, and enforceable
in the same manner and with the same effect as the Bond which initially was issued and
delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the
Comptroller of Public Accounts.
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(b) Payment of Bond and Interest. The City hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bond,
all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all
payments made by the City and the Paying Agent/Registrar with respect to the Bond and shall
properly and accurately record all payments on the Bond on the Registration Books, and shall
keep proper records of all transfers of the Bond, and all replacements of the Bond, as provided in
this Ordinance. However, in the event of a nonpayment of interest on a scheduled payment
date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special
Record Date") will be established by the Paying Agent/Registrar, if and when funds for the
payment of such interest have been received from the City. Notice of the Special Record Date
and of the scheduled payment date of the past due interest (which shall be 15 days after the
Special Record Date) shall be sent at least five(5)business days prior to the Special Record Date
by United States mail, first-class postage prepaid, to the address of the 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 Bond (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Bond to be payable only to the Registered
Owner thereof, (ii) may be redeemed in whole or in part prior to its scheduled maturity, (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 Bond 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 Bond, all as provided, and in the manner and to the effect
as required or indicated, in the FORM OF BOND set forth in this Ordinance. The Bond initially
issued and delivered pursuant to this Ordinance (to which Bond is attached the Registration
Certificate of the Comptroller of Public Accounts) is not required to be, and shall not be,
authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in exchange for
any Bond issued under this Ordinance the Paying Agent/Registrar shall execute the PAYING
AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the
FORM OF BOND.
(d) Substitute Paying Agent/Registrar. The City covenants with the Registered Owner of
the Bond that at all times while the Bond 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 Bond 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/Reg-
istrar, to be effective not later than 20 days prior to the next principal or interest payment date
after such notice. In the event that the entity at any time acting as Paying Agent/Registrar(or its
successor by merger, acquisition, or other method) should resign or otherwise cease to act as
such, the City covenants that promptly it will appoint a competent and legally qualified bank,
trust company, financial institution, or other agency to act as Paying Agent/Registrar under this
Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying
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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 Bond, 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 the Registered Owner of the Bond, 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 Bond No. R-1 representing the entire principal amount
of the Bond, payable to the Purchaser, executed by manual or facsimile signature of the Mayor
and City Clerk, approved by the Attorney General of Texas, and registered and manually signed
by the Comptroller of Public Accounts of the State of Texas, and with the date of delivery
inserted thereon by the Paying Agent/Registrar, will be delivered to the Purchaser or its
designee.
Section 5. FORM OF BOND. The form of the Bond, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment and the form of
Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be
attached to the Bond initially issued and delivered pursuant to this Ordinance, shall be,
respectively, substantially as follows, with such appropriate variations, omissions or insertions as
are permitted or required by this Ordinance.
(a) [Form of Bond]
NO. R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
COUNTIES OF TRAVIS AND
WILLIAMSON X6,980,000
CITY OF ROUND ROCK, TEXAS
GENERAL OBLIGATION REFUNDING
BOND, SERIES 2020
DATE OF DELIVERY: MAY 219 2020
REGISTERED OWNER: JPMORGAN CHASE BANK,N.A.
PRINCIPAL AMOUNT: SIX MILLION NINE HUNDRED EIGHTY
THOUSAND DOLLARS
INTEREST RATE: 1.21%
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MATURITY DATE: AUGUST 15, 2027
THE CITY OF ROUND ROCK, TEXAS in Travis and Williamson Counties, 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 Date of Delivery 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 rate per annum set forth
above; provided, however, that if an "Event of Default" (as in the Bond Ordinance) occurs, the
rate of interest on this Bond shall be 8.00% from the date of such occurrence until such default
has been cured; and provided further that if an "Event of Taxation" (as in the Bond Ordinance)
occurs, the rate of interest on this Bond shall increase from its then existing rate by an additional
2.5% per annum. In no event, however, may the rate of interest on this Bond exceed the
maximum rate permitted by Chapter 1204, Texas Government Code, as amended. The principal
of this Bond shall be paid in installments on each August 15 in the years and in the amounts set
forth in the table below:
Principal Principal
Year Installment
Year Installment
2021 $2,005,000 2025 $370,000
2022 1,270,000 2026 3709000
2023 1,2855000 2027 375,000
2024 1,305,000
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of
the United States of America, without exchange or collection charges. The City shall pay
interest on this Bond on August 15, 2020 and on each February 15 and August 15 thereafter to
the date of maturity or redemption prior to maturity. The last principal installment of this Bond
shall be paid to the registered owner hereof upon presentation and surrender of this Bond at
maturity, or upon the date fixed for its redemption prior to maturity, at the corporate trust or
other office of The Bank of New York Mellon Trust Company, National Association, Dallas,
Texas, which is the "Paying Agent/Registrar" for this Bond. The payment of all other principal
installments of and interest on this Bond shall be made by the Paying Agent/Registrar to the
registered owner hereof on each principal and interest payment date by check or draft, dated as
of such principal and interest payment date, drawn by the Paying Agent/Registrar on, and
payable solely from, funds of the City required by the ordinance authorizing the issuance of this
Bond (the "Bond Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose
as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by
United States mail, first-class postage prepaid, on each such interest payment date, to the regis-
tered owner hereof, at its address as it appeared on the fifteenth day of the month next preceding
each such date (the "Record Date") on the Registration Books kept by the Paying
Agent/Registrar, as hereinafter described. In addition, principal and 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.
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ANY ACCRUED INTEREST due in connection with the payment of the final
installment of principal of this Bond shall be paid to the registered owner upon presentation and
surrender of this Bond for payment or redemption at the designated corporate trust or other
office of the Paying Agent/Registrar. The City covenants with the registered owner of this
Bond that on or before each principal payment date, interest payment date, and accrued interest
payment date for this Bond it will make available to the Paying Agent/Registrar, from the
"Interest and Sinking Fund" created by the Bond Ordinance, the amounts required to provide for
the payment, in immediately available funds, of all principal of and interest on this Bond, when
due.
IF THE DATE FOR THE PAYMENT of this Bond shall be a Saturday, Sunday, a
legal holiday, or a day on which banking institutions in the City where the designated corporate
trust or other office of the Paying Agent/Registrar is located are authorized by law or executive
order to close, then the date for such payment shall be the next succeeding day which is not such
a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close;
and payment on such date shall have the same force and effect as if made on the original date
payment was due.
THIS BOND IS dated as of May 21, 2020 and is authorized in accordance with the
Constitution and laws of the State of Texas in the principal amount of$6,980,000 to refund the
Refunded Obligations and pay the costs associated with the issuance of the Bond.
THE UNPAID SCHEDULED PRINCIPAL INSTALLMENTS of this Bond are NOT
subject to redemption prior to maturity of the Bond.
THE PAYING AGENT/REGISTRAR shall record in the Register all payments of
principal installments on the Bond when made on their respective due dates.
THIS BOND IS issuable solely as a single fully registered Bond, without interest
coupons. As provided in the Bond Ordinance, this Bond may, at the request of the registered
owner or the assignee hereof, be assigned and transferred for a like aggregate principal amount
Bond, without interest coupons, payable to the appropriate registered owner or assignee, as the
case may be, having the same denomination, upon surrender of this Bond to the Paying
Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the
Bond Ordinance. Among other requirements for such assignment and transfer, this Bond must
be presented and surrendered to the Paying Agent/Registrar, together with the proper instruments
of assignment, in form and with guarantee of signatures satisfactory to the Paying
Agent/Registrar, evidencing assignment of this Bond to the assignee this Bond is to be
registered. The form of Assignment printed or endorsed on this Bond may be executed by the
registered owner to evidence the assignment hereof, but such method is not exclusive, and other
instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence
the assignment of this Bond from time to time by the registered owner. In the case of the
assignment and transfer of this Bond, 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
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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.
IN THE EVENT any Paying Agent/Registrar for this Bond is changed by the City,
resigns, or otherwise ceases to act as such, the City has covenanted in the Bond Ordinance that it
promptly will appoint a competent and legally qualified substitute therefor, and cause written
notice thereof to be mailed to the registered owner of the Bond.
IT IS HEREBY certified, recited and covenanted that this Bond has been duly and
validly authorized, issued and delivered; that all acts, conditions and things required or proper to
be performed, exist and be done precedent to or in the authorization, issuance and delivery of
this Bond have been performed, existed and been done in accordance with law; and that annual
ad valorem taxes sufficient to provide for the payment of the interest on and principal of this
Bond, as such interest comes due and such principal matures, have been levied and ordered to be
levied against all taxable property in the City, and have been pledged for such payment, within
the limit prescribed by law.
THE CITY ALSO HAS RESERVED THE RIGHT to amend the Bond Ordinance as
provided therein, and under some (but not all) circumstances amendments thereto must be
approved by the Registered Owner of the Bond.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for
inspection in the official minutes and records of the governing body of the City, and agrees that
the terms and provisions of this Bond and the Bond Ordinance constitute a contract between
each registered owner hereof and the City.
IN WITNESS WHEREOF, the City has caused this Bond to be signed with the manual
or facsimile signature of the Mayor of the City and countersigned with the manual or facsimile
signature of the City Clerk, and has caused the official seal of the City to be duly impressed, or
placed in facsimile, on this Bond.
(signature) (signature)
City Clerk Mayor
(SEAL)
(b) [Form of Paying Agent/Registrar's Authentication Certificate]
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
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It is hereby certified that this Bond has been issued under the provisions of the Bond
Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or
replacement of, or in exchange for, a Bond that originally was approved by the Attorney General
of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas.
Dated: The Bank of New York Mellon Trust Company,
National Association, Dallas, Texas
Paying Agent/Registrar
By:
Authorized Representative
(d) [Form of Assignment]
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer Identification Number of Transferee
(Please print or typewrite name and address, including zip code, of Transferee.)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer of the
within Bond on the books kept for registration thereof, with full power of substitution in the
premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed NOTICE: The signature above must
by an eligible guarantor institution correspond with the name of the registered
participating in a securities transfer owner as it appears upon the front of this
association recognized signature guarantee Bond in every particular, without alteration
program. or enlargement or any change whatsoever.
(e) [Form of Registration Certificate of the Comptroller of Public Accounts]
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
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I hereby certify that this Bond has been examined, certified as to validity and approved by
the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
Section 6. INTEREST AND SINKING FUND. A special "Interest and Sinking Fund"
has been created and shall be established and maintained by the City at an official depository
bank of the City. Said Interest and Sinking Fund shall be kept separate and apart from all other
funds and accounts of the City, and shall be used only for paying the interest on and principal of
the Bond. All ad valorem taxes levied and collected for and on account of the Bond shall be
deposited, as collected, to the credit of said Interest and Sinking Fund. During each year while
any part of the Bond is outstanding and unpaid, the governing body of the City shall compute
and ascertain a rate and amount of ad valorem tax that will be sufficient to raise and produce the
money required to pay the interest on the Bond as such interest comes due, and to provide and
maintain a sinking fund adequate to pay the principal installments of the Bond as such principal
matures (but never less than 2% of the original amount of the Bond as a sinking fund each year);
and said tax shall be based on the latest approved tax rolls of the City, with full allowances being
made for tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem
tax is hereby levied, and is hereby ordered to be levied, against all taxable property in the City,
for each year while any part of the Bond is 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 the Bond, as such interest comes due and such principal matures, are hereby pledged
for such payment, within the limit prescribed by law.
Section 7. ESTABLISHMENT OF ESCROW FUND.
(a) Escrow Fund. The proceeds of the Bond, together with any cash contribution, in an
amount necessary to refund the Refunded Obligations shall be deposited in the Escrow Fund
created and governed by the terms of the Escrow Agreement dated May 21, 2020 attached hereto
as Exhibit "A."
(b) Interest Earnings. Interest earnings derived from the investment of proceeds from the
sale of the Bond shall be used along with the Bond proceeds for the purpose for which the Bond
is issued as set forth in Section 1 hereof or to pay principal or interest payments on the Bond;
provided that after completion of such purpose, if any of such interest earnings remain on hand,
such interest earnings shall be deposited in the Interest and Sinking Fund. It is further provided,
however, that any interest earnings on bond proceeds which are required to be rebated to the
United States of America pursuant to Section 12 hereof in order to prevent the Bond from being
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an arbitrage bond shall be so rebated and not considered as interest earnings for the purposes of
this Section.
SECTION 8. 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 Bond 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 Bond, including, but not limited to, its 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, the 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 Bond 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 Bond shall not
be available as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver
of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Ordinance, such registered
owner agrees that the certifications required to effectuate any covenants or representations
contained in this Ordinance do not and shall never constitute or give rise to a personal or
pecuniary liability or charge against the officers, employees or trustees of the City or the
City Council.
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(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 9. DEFEASANCE OF BOND.
(a) The Bond and the interest thereon shall be deemed to be paid, retired and no longer
outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent
provided in subsections (c) and (e) of this Section, when payment of the principal of such Bond,
plus interest thereon to the due date or dates (whether such due date or dates be by reason of
maturity, upon redemption, or otherwise) either(i) shall have been made or caused to be made in
accordance with the terms thereof(including the giving of any required notice of redemption or
the establishment of irrevocable provisions for the giving of such notice) or (ii) shall have been
provided for on or before such due date by irrevocably depositing with or making available to
the Paying Agent/Registrar or an eligible trust company or commercial bank for such payment
(1) lawful money of the United States of America sufficient to make such payment, (2)
Defeasance Securities, certified by an independent public accounting firm of national reputation
to mature as to principal and interest in such amounts and at such times as will ensure the
availability, without reinvestment, of sufficient money to provide for such payment and when
proper arrangements have been made by the City with the Paying Agent/Registrar or an eligible
trust company or commercial bank for the payment of its services until the Defeased Bond shall
have become due and payable or (3) any combination of(1) and (2). At such time as the Bond
shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest
thereon shall no longer be secured by,payable from, or entitled to the benefits of, the ad valorem
taxes herein levied and pledged as provided in this Ordinance, and such principal and interest
shall be payable solely from such money or Defeasance Securities and thereafter the City will
have no further responsibility with respect to amounts available to such Paying Agent/Registrar
(or other financial institution permitted by applicable law) for the payment of such Defeased
Bond, including any insufficiency therein caused by the failure of the Paying Agent/Registrar(or
other financial institution permitted by law) to receive payment when due on the Defeasance
Securities..
(b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of the Bond
as aforesaid when proper notice of redemption of such Bond shall have been given or upon the
establishment of irrevocable provisions for the giving of such notice, in accordance with this
Ordinance Any money so deposited with the Paying Agent/Registrar or an eligible trust
company or commercial bank as provided in this Section may at the discretion of the City
Council also be invested in Defeasance Securities, maturing in the amounts and at the times as
hereinbefore set forth, and all income from all Defeasance Securities in possession of the Paying
Agent/Registrar or an eligible trust company or commercial bank pursuant to this Section which
is not required for the payment of such Bond and premium, if any, and interest thereon with
respect to which such money has been so deposited, shall be remitted to the City Council.
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(c) Notwithstanding any provision of any other Section of this Ordinance which may be
contrary to the provisions of this Section, all money or Defeasance Securities set aside and held
in trust pursuant to the provisions of this Section for the payment of principal of the Bond and
premium, if any, and interest thereon, shall be applied to and used solely for the payment of the
particular Bond and premium, if any, and interest thereon, with respect to which such money or
Defeasance Securities have been so set aside in trust. Until the Defeased Bond shall have
become due and payable, the Paying Agent/Registrar shall perform the services of Paying
Agent/Registrar for such Defeased Bond the same as if they had not been defeased, and the City
shall make proper arrangements to provide and pay for such services as required by this
Ordinance.
(d) Notwithstanding anything elsewhere in this Ordinance, if money or Defeasance
Securities have been deposited or set aside with the Paying Agent/Registrar or an eligible trust
company or commercial bank pursuant to this Section for the payment of the Bond and such
Bond shall not have in fact been actually paid in full, no amendment of the provisions of this
Section shall be made without the consent of the registered owner of each Bond affected thereby.
(e) Notwithstanding the provisions of subsection (a) immediately above, to the extent that,
upon the defeasance of any Defeased Bond to be paid at its maturity, the City retains the right
under Texas law to later call that Defeased Bond for redemption in accordance with the
provisions of this Ordinance, the City may call such Defeased Bond for redemption upon
complying with the provisions of Texas law and upon the satisfaction of the provisions of
subsection (a) immediately above with respect to such Defeased Bond as though it was being
defeased at the time of the exercise of the option to redeem the Defeased Bond and the effect of
the redemption is taken into account in determining the sufficiency of the provisions made for
the payment of the Defeased Bond.
"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 obligations or
otherwise provide for the funding of an escrow to effect the defeasance of the Bond 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 Bond or otherwise
provide for the funding of an escrow to effect the defeasance of the Bond, 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 Bond.
"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.
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Section 10. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
BOND.
(a) Replacement Bond. In the event the Bond is damaged, mutilated, lost, stolen, or
destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new
Bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost,
stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter provided.
(b) Application for Replacement Bond. Application for replacement of a damaged,
mutilated, lost, stolen, or destroyed Bond shall be made by the Registered Owner thereof to the
Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the Registered
Owner applying for a replacement Bond shall furnish to the City and to the Paying
Agent/Registrar such security or indemnity as may be required by them to save each of them
harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or
destruction of a Bond, the Registered Owner shall furnish to the City and to the Paying
Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Bond, as
the case may be. In every case of damage or mutilation of a Bond, the Registered Owner shall
surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in
the event the Bond shall have matured, and no default has occurred which is then continuing in
the payment of the principal of or interest on the Bond, the City may authorize the payment of
the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead
of issuing a replacement Bond, provided security or indemnity is furnished as above provided in
this Section.
(d) Charge for Issuing Replacement Bond. Prior to the issuance of a replacement Bond,
the Paying Agent/Registrar shall charge the Registered Owner of such Bond with all legal,
printing, and other expenses in connection therewith. Every replacement Bond issued pursuant
to the provisions of this Section by virtue of the fact that the Bond is lost, stolen, or destroyed
shall constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed
Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the
benefits of this Ordinance.
(e) Authority for Issuing Replacement Bond. In accordance with Subchapter B, Chapter
1206, Texas Government Code, this Section shall constitute authority for the issuance of any
such replacement Bond without necessity of further action by the governing body of the City or
any other body or person, and the duty of the replacement of such Bond is hereby authorized and
imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and
deliver such Bond in the form and manner and with the effect, as provided in Section 4(a) of this
Ordinance for a Bond issued in conversion and exchange for another Bond.
Section 11. CUSTODY, APPROVAL, AND REGISTRATION OF BOND;
BOND COUNSEL'S OPINION; ENGAGEMENT OF BOND COUNSEL AND
CONTINGENT INSURANCE PROVISION, IF OBTAINED. The Mayor is hereby
authorized to have control of the Bond issued and delivered hereunder and all necessary records
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and proceedings pertaining to the Bond pending its delivery and its investigation, examination,
and approval by the Attorney General of the State of Texas, and their registration by the
Comptroller of Public Accounts of the State of Texas. Upon registration of the Bond 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 such Bond, and the seal
of said Comptroller shall be impressed, or placed in facsimile, on such Bond. The approving
legal opinion of the City's bond counsel may, at the option of the City, be printed on the Bond
issued and delivered under this Ordinance, but shall not have any legal effect, and shall be solely
for the convenience and information of the Registered Owner of the Bond. In addition, if bond
insurance is obtained, the Bond may bear an appropriate legend as provided by the insurer.
The obligation of the initial purchaser to accept delivery of the Bond 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 Bond 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 12. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THE BOND.
(a) Covenants. The City covenants to take any action necessary to assure, or refrain
from any action that would adversely affect, the treatment of the Bond 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 Bond or the Refunded Obligations or the projects financed or refinanced therewith
(less amounts deposited to a reserve fund, if any) are used for any "private business use,"
as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds of
the Bond or the Refunded Obligations or the projects financed or refinanced therewith
are so used, such amounts, whether or not received by the City, with respect to such
private business use, do not, under the terms of this Ordinance or any underlying
arrangement, directly or indirectly, secure or provide for the payment of more than 10
percent of the debt service on the Bond, in contravention of section 141(b)(2) of the
Code;
(2) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bond or the
Refunded Obligations or the projects financed or refinanced therewith (less amounts
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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 Bond (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 Bond
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 Bond 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 Bond, 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 Bond, other than investment property
acquired with--
(A) proceeds of the Bond 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 Bond 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 Bond;
(7) to otherwise restrict the use of the proceeds of the Bond or amounts treated
as proceeds of the Bond, as may be necessary, so that the Bond does not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage); and
(8) to refrain from using the proceeds of the Bond or proceeds of any prior
bonds to pay debt service on another issue more than 90 days after the date of issue of the
Bond in contravention of the requirements of section 149(d) of the Code (relating to
advance refundings); and
(9) to pay to the United States of America at least once during each five-year
period (beginning on the date of delivery of the Bond) 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 Bond has been
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paid in full, 100 percent of the amount then required to be paid as a result of Excess
Earnings under section 148(f) of the Code.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (9), a
"Rebate Fund" is hereby established by the City for the sole benefit of the United States of
America, and such fund shall not be subject to the claim of any other person, including without
limitation the owner of the Bond. 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 Bond. 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
Bond, 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 Bond 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 Bond, 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 Bond under section 103 of the Code. In furtherance of such intention, the City hereby
authorizes and directs the City Manager, the Assistant City Manager or Chief Financial Officer
of the City to execute any documents, certificates or reports required by the Code and to make
such elections, on behalf of the City, which may be permitted by the Code as are consistent with
the purpose for the issuance of the Bond.
Section 13. SALE OF BOND. The Bond is hereby sold and shall be delivered to
JPMorgan Chase Bank, N.A. (the "Purchaser"), for cash for a price of$6,980,000, 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 Bond 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 14. APPROVAL OF ESCROW AGREEMENT AND TRANSFER OF
FUNDS. The Mayor of the City is hereby authorized and directed to execute and deliver and
the City Clerk is hereby authorized and directed to attest an Escrow Agreement in substantially
the form attached hereto as Exhibit "A". In addition, the Mayor, the City Administrator and the
Deputy City Administrator are each hereby authorized to execute such subscriptions or other
documentation for the purchase of United States Treasury Securities, and to authorize the
transfer of such funds of the City, as may be necessary for the Escrow Fund.
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Section 15. APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT.
Attached hereto as Exhibit "B" is a substantially final form of Paying Agent/Registrar
Agreement. The Mayor is hereby authorized to amend, complete or modify such agreement as
necessary and are further authorized to execute such agreement and the City Clerk is hereby
authorized to attest such agreement.
Section 16. NOTICE OF REDEMPTION. Attached to this Ordinance, as Exhibit "C",
and made a part hereof for all purposes, is a copy the notice of deposit and prior redemption for
the Refunded Obligations in substantially final form and such Refunded Obligations described in
said notice of prior redemption are hereby called for redemption and shall be redeemed prior to
maturity on the dates, places, and at the prices set forth therein. The Mayor, the City
Administrator and the Deputy City Administrator are each hereby authorized to amend, complete
or modify such notice as necessary to call such Refunded Obligations for redemption. The
Refunded Obligations are so called for redemption, and the paying agent for the Refunded
Obligations is hereby directed to make appropriate arrangements so that such Refunded
Obligations may be redeemed on their redemption date. A copy of such notice of redemption
shall be delivered to the paying agent so mentioned in the notice.
Section 17. FURTHER PROCEDURES. The Mayor and the City Clerk and all other
officers, employees and agents of the City, and each of them, shall be and they are hereby
expressly 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 a Paying Agent/Registrar Agreement with the Paying
Agent/Registrar and all other instruments, whether or not herein mentioned, as may be necessary
or desirable in Ordinance to carry out the terms and provisions of this Ordinance, the Bond and
the sale of the Bond. In case any officer whose signature shall appear on the Bond shall cease
to be such officer before the delivery of such Bond, such signature shall nevertheless be valid
and sufficient for all purposes the same as if such officer had remained in office until such
delivery.
Section 18. NO CONTINUING DISCLOSURE UNDERTAKING. The sale of the
Bond is exempt from Securities and Exchange City Council 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 19. METHOD OF AMENDMENT. 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
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materially 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 amendment of the terms and conditions of this
Ordinance or the Bond so as to:
(1) Make any change in the maturity of the Bond;
(2) Reduce the rate of interest borne by the Bond;
(3) Reduce the amount of the principal of, or redemption premium, if any,payable on the
Bond;
(4) Modify the terms of payment of principal or of interest on the Bond 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 Bond 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 Bond 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 Bond pursuant to the provisions of
this Section shall be irrevocable for a period of six months from the date of such consent and
shall be conclusive and binding upon all future Registered Owner of the Bond 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 20. RESERVED.
Section 21. 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 Bond 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 Bond.
Section 22. PERFECTION. Chapter 1208, Government Code, applies to the issuance
of the Bond and the pledge of ad valorem taxes granted by the City under Section 6 of this
Ordinance, and such pledge is therefore valid, effective and perfected. If Texas law is amended
at any time while the Bond is outstanding and unpaid such that the pledge of ad valorem taxes
granted by the City under Section 6 of this Ordinance is to be subject to the filing requirements
of Chapter 9, Business & Commerce Code, then in order to preserve to the registered owner of
the Bond 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 23. INTERESTED PARTIES. Nothing in this Ordinance expressed or implied
is intended or shall be construed to confer upon, or to give to, any person or entity, other than the
City and the Registered Owner of the Bond, any right, remedy or claim under or by reason of
this Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations,
promises and agreements in this Ordinance contained by and on behalf of the City shall be for
the sole and exclusive benefit of the City and the registered owner of the Bond.
Section 24. NO PERSONAL LIABILITY. No covenant or agreement contained in the
Bond, this Ordinance or any corollary instrument shall be deemed to be the covenant or
agreement of any member of the City Council of the City or any officer, agent, employee or
representative of the City Council of the City in his individual capacity, and neither the directors,
officers, agents, employees or representatives of the City Council of the City nor any person
executing the Bond 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
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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 Bond.
Section 25. 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 Bond and the validity of the lien on and pledge of the ad valorem taxes
to secure the payment of the Bond.
Section 26. REPEALER. 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 27. 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 28. EFFECTIVE DATE OF ORDINANCE. In accordance with the provisions
of Section 1201.028, Texas Government Code, this Ordinance shall be effective immediately
upon its adoption by the City Council on first and final reading.
[The Remainder of this Page is Intentionally Left Blank]
21
RoundRock\G O M2020:Ordinance
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
By:
Mayor
Attest:
By:
City Clerk
22
RoundRock\G OM202 0:Ordinance
EXHIBIT A
ESCROW AGREEMENT
[See Separate Tab this Transcript]
A-1
RoundRock\G OM2020:Ordinance
EXHIBIT B
PAYING/AGENT REGISTRAR AGREEMENT
[See Separate Tab this Transcript]
B-1
RoundRock\G OM2020:Ordinance
1
EXHIBIT C
NOTICE OF REDEMPTION AND DEFEASANCE
NOTICE IS HEREBY GIVEN that the following obligations (the "Obligations") issued by the City of
Round Rock, Texas(the "City") have been defeased and called for redemption by the City prior to their scheduled
maturities on August 15, 2020 (the "Redemption Date") at a redemption price of par plus accrued interest to the
Redemption Date as follows:
CITY OF ROUND ROCK, TEXAS GENERAL OBLIGATION BONDS,SERIES 2011, maturing on
August 15 in the years 2021 through 2027, inclusive, aggregating $6,875,000 in principal amount as set
forth below:
Maturity Principal Interest CUSIP
(August 15) Amount Rate Number*
2021 $1,885,000 4.00% 779222P93
2022 1,200,000 4.00 779222Q27
2023 950,000 3.00 779222Q84
2023 300,000 4.00 779222Q35
2024 1,290,000 5.00 779222Q43
2025 405,000 3.375 779222Q50
2026 415,000 3.375 779222Q68
2027 430,000 3.500 779222Q76
*The CUSIP Numbers have been assigned to this issue by the CUSIP Service Bureau and are included solely for the convenience
of the owners of the Obligations.The City is not responsible for the selection or the correctness of the CUSIP numbers set forth
herein.
DUE PROVISION HAS BEEN MADE for the payment of the Obligations by deposit of funds and/or U.S.
Securities with The Bank of New York Mellon Trust Company,N.A., as escrow agent. Interest on the Obligations
shall cease to accrue from and after the Redemption Date. The Obligations shall be redeemed upon presentation
for payment either in person or by mail,at the following address:
First Class/Registered/Certified Mail By Overnight or Courier By Hand
The Bank of New York Mellon The Bank of New York Mellon The Bank of New York Mellon
Trust Company,N.A. Trust Company,N.A. Trust Company,N.A.
Institutional Trust Services Institutional Trust Services GIS Unit Trust Window
P.O.Box 2320 2001 Bryan Street,9th Floor 4 New York Plaza, 1st Floor
Dallas,Texas 75221-2320 Dallas,Texas 75201 New York,NY 10004
In compliance with section 3406 of the Internal Revenue Code of 1986, as amended, payors making certain
payments due on debt securities may be obligated to deduct and withhold a portion of such payment from the
remittance to any payee who has failed to provide such payor with a valid taxpayer identification number. To
avoid the imposition of this withholding tax, such payees should submit a certified taxpayer identification
number when surrendering the Obligations for redemption.
C-1
RoundRoc k\G O R6202 0:Ordinance
SIGNED AND SEALED April 23, 2020.
City Clerk Mayor
[CITY SEAL]
o '
70
RoundRockGORB 2020: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
i
By:
Mayor
Attest:
By:
City Clerk
22
RoundRoc k\G OM202 0:Ordinance
IN WITNESS WHEREOF, the City has caused this Bond to be signed with the manual
or facsimile signature of the Mayor of the City and countersigned with the manual or facsimile
signature of the City Clerk of the City and has caused the official seal of the City to be duly
impressed, or placed in facsimile, on this Bond.
City Clerk Mayor
[CITY SEAL]
R0C
Q ; s
7
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 The Bank of New York Mellon Trust Company,
National Association, Dallas, Texas (the "Bank").
RECITALS
WHEREAS,the Issuer has duly authorized and provided for the issuance of its$6,980,000
City of Round Rock,Texas General Obligation Refunding Bond, 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 Issuer has selected the Bank 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.
As compensation for the Bank's services as Paying Agent/Registrar,the Issuer hereby agrees
to pay the Bank the fees and amounts set forth in Schedule A attached hereto for the first year of this
Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in
effect for services as Paying Agent/Registrar for political subdivisions,which shall be supplied to
the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be
effective upon the first day of the following Fiscal Year.
In addition, the Issuer agrees to 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.
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"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 defmition, 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).
"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
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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.
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
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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.
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
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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.
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 3.019
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.
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(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
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.
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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
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.
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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
City of Round Rock, Texas
221 East Main Street
Round Rock, Texas 78664
Attn: Chief Financial Officer
Pang Agent/Registrar
The Bank of New York Mellon Trust Company,
National Association
2001 Bryan Street, 11 th Floor
Dallas, TX 75201
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.
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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.
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
(3 0)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, 5.02, 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-Boycott.
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.
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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:
littps:/,,,"coni-L)troller,texas.gov/
littps:/.<`comptroller.texas.gOV/purchasing/clocsiiran-list,la(lf, or
littps:/'com-i)tt-oIler.texas.gov.purchasing,""doesifto-list pelf.
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.
THE BANK OF NEW YORK MELLON
TRUST COMPANY,N.A.
By:
Title:
2001 Bryan Street, 10'h Floor
Dallas, Texas 75201
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CITY OF ROUND ROCK, TEXAS
By:
Title: Mayor
221 E. Main
Round Rock, Texas 78664
[CITY SEAL]
ATTEST:
City Clerk
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Q RU CITY OF ROUND ROCK,TEXAS
LL . By:
000
0Title: May
7��
6644460000/*
• 221 E. Main
* Round Rock, Texas 78664
[CITY SEAL]
ATTEST:
City Clerk
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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 JPMorgan Chase Bank, N.A. (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 General Obligation Refunding Bond, Series 2020
(the"Bond")for the purpose of refunding of certain obligations of the Issuer and paying the costs of
issuing the Bond. The Bond is to be issued under the authority of Chapter 1207 of the Texas
Government Code, as amended. The Purchaser hereby acknowledges receipt of the ordinance
adopted on April 23, 2020 (the "Ordinance") authorizing the Bond.
The Purchaser understands that the Bond 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 Bond,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 Bond.
The Purchaser further understands that the Bond 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 Bond representing the full maturity amount of the Bond, $6,980,000, which
Bond 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 Bond will be initially registered in the name of the
Purchaser.
In connection with the Bond, the Purchaser agrees as follows:
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A. The Purchaser will purchase the Bond,which shall be delivered to the Purchaser on or about
May 21, 2020. Interest will accrue on the outstanding principal amount each principal
installment of the Bond at the interest rate per annum of 1.21%; provided,however, that if
an"Event of Default" (as defined in the Ordinance)occurs,the rate of interest on the Bond
shall be 8.00% from the date of such occurrence until such default has been cured; and
provided further that if an"Event of Taxation"(as defined in the Ordinance)occurs,the rate
of interest on the Bond shall increase from its then existing rate by an additional 2.5%per
annum. In no event,however,may the rate of interest on the Bond exceed the maximum rate
permitted by Chapter 1204, Texas Government Code, as amended. The first interest
payment date for the Bond shall be August 15,2020,with interest payable on each February
15 and August 15 thereafter until maturity or prior redemption. The Bond shall have a
maturity date of August 15, 2027, and the principal of the Bond 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 Bond shall be the principal amount thereof.
Interest on the Bond will accrue from the date of initial delivery. Annual principal
installment payments shall be made to the registered owner of the Bond on August 15 of
each the years, and in the amounts, shown below:
Principal Principal
Year Installment Year Installment
2021 $2,005,000 2025 $370,000
2022 $15270,000 2026 $370,000
2023 $112851000 2027 $375,000
2024 $1,305,000
B. It is understood and agreed that the unpaid scheduled principal installments of the Bond are
NOT subject to redemption prior to maturity.
C. The Bond will be fully registered as to principal and interest, and The Bank of New York
Mellon Trust Company,National Association(the "Bank")shall serve as the initial paying
agent and registrar for the Bond. The Bond is transferable in whole, but not in part.
D. In regard to its purchase of the Bond, 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 Bond,and the Purchaser has made
such inspections and investigations as it has deemed necessary to determine the investment
quality of the Bond and to assess all risk factors associated with the purchase and ownership
of the Bond. 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 Bond. 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 Bond. 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
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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
Bond.
E. The Bond 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 Bond 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 Bond at some future
date.
F. Delivery of the Bond 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 Bond will not be rated. In addition, the Purchaser
acknowledges that the Bond will not be listed on any securities exchange. Further, no
trading market now exists in the Bond, 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 Bond may not be possible or may be at a
price below that which the Purchaser is paying for the Bond.
H. It is understood and agreed that the Purchaser is buying the Bond in a private placement by
the Issuer to the Purchaser. The Bond 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 Bond 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 Bond 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.
1. This agreement shall be terminated by delivery of$6,980,000 in principal amount of the
Bond 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 Bond. The foregoing verification is made solely to comply with Section
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RR GORB2020: Investment Ltr
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 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 Bond, 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 Bond 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,
JPMorgan Chase Bank,N.A.
By:
Title:
RR GORB2020: Investment Ltr
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 GORB2020: Investment Ltr
EXHIBIT A
[An opinion in substantially the following form will be delivered by McCall,
Parkhurst&Horton L.L.P., Bond Counsel, upon the delivery of the
Bond, assuming no material changes in facts or law.]
CITY OF ROUND ROCK,TEXAS
GENERAL OBLIGATION REFUNDING BOND, SERIES 2020
IN THE AGGREGATE PRINCIPAL AMOUNT OF $699809000
AS BOND COUNSEL FOR THE CITY OF ROUND ROCK, TEXAS (the "City") in
connection with the issuance of the bond described above (the "Bond"), we have examined the
legality and validity of the Bond,which bears interest from the date specified in the text of the Bond,
until maturity or redemption, at the rate and payable on the dates specified in the text of the Bond
and in the ordinance of the City adopted on April 23, 2020 which authorizes the issuance of the
Bond(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 Bond, including the executed
Bond(Bond Number R-1).
BASED ON SAID EXAMINATION,IT IS OUR OPINION that the Bond has been duly
authorized, issued and delivered in accordance with law; that the Bond 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 Bond 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 Bond
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 Bond is not a "specified private activity bond" and that,
accordingly, interest on the Bond 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 the sufficiency certificate of Specialized
Public Finance Inc.and 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 Bond and the use of the property financed or refinanced 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 Bond may become includable in gross income
retroactively to the date of issuance of the Bond.
EXCEPT AS STATED ABOVE, we express no opinion as to any other federal, state, or
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local tax consequences of acquiring, carrying, owning, or disposing of the Bond, including the
amount, accrual or receipt of interest on, the Bond. Owners of the Bond should consult their tax
advisors regarding the applicability of any collateral tax consequences of owning the Bond.
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 Bond. 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 Bond 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 Bond, nor as to any such insurance policies
issued in the future.
OUR SOLE ENGAGEMENT in connection with the issuance of the Bond 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 Bond under the Constitution
and laws of the State of Texas,and with respect to the exclusion from gross income of the interest on
the Bond 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 Bond, and have not assumed any responsibility with
respect thereto. We express no opinion and make no comment with respect to the marketability of
the Bond 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,
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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.
X IAI
Mayor
City o Roun ock, Texas
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ESCROW AGREEMENT
City of Round Rock,Texas General Obligation Refunding Bond, Series 2020
THIS ESCROW AGREEMENT, dated as of May 21, 2020 (herein, together with any
amendments or supplements hereto, called the "Agreement") is entered into by and between the
City of Round Rock, Texas (herein called the "Issuer") and The Bank of New York Mellon Trust
Company, National Association, Dallas, Texas, as escrow agent (herein, together with any
successor in such capacity, called the "Escrow Agent"). The addresses of the Issuer and the
Escrow Agent are shown on Exhibit "A" attached hereto and made a part hereof.
WITNESSETH:
WHEREAS, the Issuer heretofore has issued and there presently remain outstanding the
obligations described in Exhibit "B" attached hereto (the "Refunded Obligations"); and
WHEREAS, when firm banking arrangements have been made for the payment of
principal and interest to the maturity or redemption dates of the Refunded Obligations, then the
Refunded Obligations shall no longer be regarded as outstanding except for the purpose of
receiving payment from the funds provided for such purpose; and
WHEREAS, Chapter 1207, Texas Government Code ("Chapter 1207"), authorizes the
Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof, and any other
available funds or resources, directly with any place of payment (paying agent) for any of the
Refunded Obligations, and such deposit, if made before such payment dates and in sufficient
amounts, shall constitute the making of firm banking and financial arrangements for the discharge
and final payment of the Refunded Obligations; and
WHEREAS, Chapter 1207 further authorizes the Issuer to enter into an escrow agreement
with any such paying agent for any of the Refunded Obligations,or a trust company or commercial
bank that does not act as a depository for the Issuer, with respect to the safekeeping, investment,
administration and disposition of any such deposit, upon such terms and conditions as the Issuer
and such paying agent,trust company or commercial bank may agree,provided that such deposits
may be invested only in direct obligations of the United States of America, including obligations
the principal of and interest on which are unconditionally guaranteed by the United States of
America, and which may be in book entry form, and that mature and/or bear interest payable at
such times and in such amounts as will be sufficient to provide for the scheduled payment of
principal and interest on the Refunded Obligations when due (the "Escrowed Securities"); and
WHEREAS, the Escrow Agent is the paying agent for the Refunded Obligations; and
WHEREAS, this Agreement constitutes an escrow agreement of the kind authorized and
required by said Chapter 1207; and
WHEREAS, Chapter 1207 makes it the duty of the Escrow Agent to comply with the
terms of this Agreement and timely make available to the other places of payment(paying agents)
BUDA\GORB\20::Escrow Agr
for the Refunded Obligations the amounts required to provide for the payment of the principal of
and interest on such obligations when due, and in accordance with their terms, but solely from the
funds, in the manner, and to the extent provided in this Agreement; and
WHEREAS, the issuance, sale, and delivery of the Issuer's General Obligation Refunding
Bond, Series 2020 (the "Refunding Obligations") have been issued, sold and delivered for the
purpose of obtaining the funds required to provide for the payment of the principal of the Refunded
Obligations at their respective maturity dates or dates of redemption and the interest thereon to
such dates; and
WHEREAS, the Issuer desires that, concurrently with the delivery of the Refunding
Obligations to the purchasers thereof,certain proceeds of the Refunding Obligations,together with
certain other available funds of the Issuer, if applicable, shall be applied to purchase Escrowed
Securities for deposit to the credit of the Escrow Fund created pursuant to the terms of this
Agreement and to establish a beginning cash balance (if needed) in such Escrow Fund; and
WHEREAS,the Escrowed Securities shall mature and the interest thereon shall be payable
at such times and in such amounts so as to provide moneys which, together with cash balances
from time to time on deposit in the Escrow Fund,will be sufficient to pay interest on the Refunded
Obligations as it accrues and becomes payable and the principal of the Refunded Obligations on
their maturity dates or dates of redemption; and
WHEREAS, to facilitate the receipt and transfer of proceeds of the Escrowed Securities,
particularly those in book entry form, the Issuer desires to establish the Escrow Fund at the
principal corporate trust office of the Escrow Agent; and
NOW, THEREFORE, in consideration of the mutual undertakings, promises and
agreements herein contained,the sufficiency of which hereby are acknowledged, and to secure the
full and timely payment of principal of and the interest on the Refunded Obligations, the Issuer
and the Escrow Agent mutually undertake,promise, and agree for themselves and their respective
representatives and successors, as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATIONS
Section 1.01. Definitions. Unless the context clearly indicates otherwise, the following
terms shall have the meanings assigned to them below when they are used in this Agreement:
"Code" means the Internal Revenue Code of 1986, as amended, together with any other
applicable provisions of any successor federal income tax laws.
"Escrow Fund"means the fund created by this Agreement to be administered by the Escrow
Agent pursuant to the provisions of this Agreement.
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Round Rock\GORB\20: Escrow Agr
"Paying Agent" means The Bank of New York Mellon Trust Company, National
Association, Dallas, Texas, acting as paying agent/registrar for the Refunded Obligations.
Section 1.02. Other Definitions. The terms "Agreement", "Issuer", "Escrow Agent",
"Escrowed Securities", "Refunded Obligations" and "Refunding Obligations" when they are used
in this Agreement, shall have the meanings assigned to them in the preamble to this Agreement.
Section 1.03. Interpretations. The titles and headings of the articles and sections of
this Agreement have been inserted for convenience and reference only and are not to be considered
a part hereof and shall not in any way modify or restrict the terms hereof. This Agreement and
all of the terms and provisions hereof shall be liberally construed to effectuate the purposes set
forth herein and to achieve the intended purpose of providing for the refunding of the Refunded
Obligations in accordance with applicable law.
ARTICLE II
DEPOSIT OF FUNDS AND
ESCROWED SECURITIES
Section 2.01. Deposits in the Escrow Fund. Concurrently with the sale and delivery of
the Refunding Obligations the Issuer shall deposit, or cause to be deposited, with the Escrow
Agent, for deposit in the Escrow Fund, the funds and Escrowed Securities described in Exhibit
"C" attached hereto, and the Escrow Agent shall, upon the receipt thereof, acknowledge such
receipt to the Issuer in writing.
ARTICLE III
CREATION AND OPERATION OF ESCROW FUND
Section 3.01. Escrow Fund. The Escrow Agent has created on its books a special trust
fund and irrevocable escrow to be known as the City of Round Rock, Texas General Obligation
Refunding Bond, Series 2020 Escrow Fund (the "Escrow Fund"). The Escrow Agent hereby
agrees that upon receipt thereof it will irrevocably deposit to the credit of the Escrow Fund the
funds and the Escrowed Securities described in Exhibit "C" attached hereto. Such deposit, all
proceeds therefrom, and all cash balances from time to time on deposit therein (a) shall be the
property of the Escrow Fund, (b) shall be applied only in strict conformity with the terms and
conditions of this Agreement, and (c) are hereby irrevocably pledged to the payment of the
principal of and interest on the Refunded Obligations, which payment shall be made by timely
transfers of such amounts at such times as are provided for in Section 3.02 hereof. When the final
transfers have been made for the payment of such principal of and interest on the Refunded
Obligations, any balance then remaining in the Escrow Fund shall be transferred to the Issuer, and
the Escrow Agent shall thereupon be discharged from any further duties hereunder.
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Round Rock\GORB\20: Escrow Agr
Section 3.02. Payment of Principal and Interest. The Escrow Agent is hereby
irrevocably instructed to transfer from the cash balances from time to time on deposit in the Escrow
Fund, the amounts required to pay the principal of the Refunded Obligations at the redemption
date and interest thereon to such redemption date in the amounts and at the times shown in Exhibit
"D" attached hereto.
Section 3.03. Sufficiency of Escrow Fund. The Issuer represents that the successive
receipts of the principal of and interest on the Escrowed Securities will assure that the cash balance
on deposit from time to time in the Escrow Fund will be at all times sufficient to provide moneys
for transfer to the Paying Agent at the times and in the amounts required to pay the interest on the
Refunded Obligations as such interest comes due and the principal of the Refunded Obligations as
the Refunded Obligations come due, all as more fully set forth in Exhibit "D" attached hereto. If,
for any reason, at any time, the cash balances on deposit or scheduled to be on deposit in the
Escrow Fund shall be insufficient to transfer the amounts required by each place of payment
(paying agent)for the Refunded Obligations to make the payments set forth in Section 3.02 hereof,
the Issuer shall timely deposit in the Escrow Fund, from any funds that are lawfully available
therefor, additional funds in the amounts required to make such payments. Notice of any such
insufficiency shall be given as promptly as practicable as hereinafter provided, but the Escrow
Agent shall not in any manner be responsible for any insufficiency of funds in the Escrow Fund or
the Issuer's failure to make additional deposits thereto.
Section 3.04. Trust Fund. The Escrow Agent shall hold at all times the Escrow Fund,
the Escrowed Securities and all other assets of the Escrow Fund, wholly segregated from all other
funds and securities on deposit with the Escrow Agent;it shall never allow the Escrowed Securities
or any other assets of the Escrow Fund to be commingled with any other funds or securities of the
Escrow Agent; and it shall hold and dispose of the assets of the Escrow Fund only as set forth
herein. The Escrowed Securities and other assets of the Escrow Fund shall always be maintained
by the Escrow Agent as trust funds for the benefit of the owners of the Refunded Obligations; and
a special account thereof shall at all times be maintained on the books of the Escrow Agent. The
owners of the Refunded Obligations shall be entitled to the same preferred claim and first lien
upon the Escrowed Securities, the proceeds thereof, and all other assets of the Escrow Fund to
which they are entitled as owners of the Refunded Obligations. The amounts received by the
Escrow Agent under this Agreement shall not be considered as a banking deposit by the Issuer,
and the Escrow Agent shall have no right to title with respect thereto except as an Escrow Agent
under the terms of this Agreement. The amounts received by the Escrow Agent under this
Agreement shall not be subject to warrants, drafts or checks drawn by the Issuer or, except to the
extent expressly herein provided, by the Paying Agent.
Section 3.05. Security for Cash Balances. Cash balances from time to time on deposit
in the Escrow Fund shall, to the extent not insured by the Federal Deposit Insurance Corporation
or its successor, be continuously secured by a pledge of direct obligations of, or obligations
unconditionally guaranteed by,the United States of America, having a market value at least equal
to such cash balances.
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Round Rock\GORB\-)O: Escrow Agr
ARTICLE IV
LIMITATION ON INVESTMENTS
Section 4.01. Except as provided in Section 4.03 hereof,the Escrow Agent shall not have
any power or duty to invest or reinvest any money held hereunder, or to make substitutions of the
Escrowed Securities, or to sell, transfer or otherwise dispose of the Escrowed Securities.
Section 4.02. Reserved.
Section 4.03. Substitutions and Reinvestments. At the discretion of the Issuer, the
Escrow Agent shall invest cash balances held in the Escrow Fund when directed by the Issuer in
writing in Escrowed Securities, all of which shall mature on or before the first payment date for
any of the Refunded Obligations as reflected in Exhibit "D."
The Escrow Agent shall have no responsibility or liability for loss or otherwise with respect
to investments made at the direction of the Issuer.
Section 4.04. Arbitrage. The Issuer hereby covenants and agrees that it shall never
request the Escrow Agent to exercise any power hereunder or permit any part of the money in the
Escrow Fund or proceeds from the sale of Escrowed Securities to be used directly or indirectly to
acquire any securities or obligations if the exercise of such power or the acquisition of such
securities or obligations would cause any Refunding Obligations or Refunded Obligations to be an
"arbitrage bond" within the meaning of the Code.
ARTICLE V
APPLICATION OF CASH BALANCES
Section 5.01. In General. Except as provided in Sections 3.02 and 4.03 hereof, no
withdrawals, transfers or reinvestment shall be made of cash balances in the Escrow Fund.
ARTICLE VI
RECORDS AND REPORTS
Section 6.01. Records. The Escrow Agent will keep books of record and account in
which complete and correct entries shall be made of all transactions relating to the receipts,
disbursements, allocations and application of the money and Escrowed Securities deposited to the
Escrow Fund and all proceeds thereof, and such books shall be available for inspection at
reasonable hours and under reasonable conditions by the Issuer and the owners of the Refunded
Obligations.
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Round Rock\GORB\20: Escrow Agr
Section 6.02. Reports. While this Agreement remains in effect, the Escrow Agent
annually shall prepare and send to the Issuer a written report summarizing all transactions relating
to the Escrow Fund during the preceding year, including, without limitation, credits to the Escrow
Fund as a result of interest payments on or maturities of the Escrowed Securities and transfers
from the Escrow Fund for payments on the Refunded Obligations or otherwise, together with a
detailed statement of all Escrowed Securities and the cash balance on deposit in the Escrow Fund
as of the end of such period.
ARTICLE VII
CONCERNING THE PAYING AGENTS AND ESCROW AGENT
Section 7.01. Representations. The Escrow Agent hereby represents that it has all
necessary power and authority to enter into this Agreement and undertake the obligations and
responsibilities imposed upon it herein, and that it will carry out all of its obligations hereunder.
Section 7.02. Limitation on Liability. The liability of the Escrow Agent to transfer
funds for the payment of the principal of and interest on the Refunded Obligations shall be limited
to the proceeds of the Escrowed Securities and the cash balances from time to time on deposit in
the Escrow Fund. Notwithstanding any provision contained herein to the contrary, neither the
Escrow Agent nor the Paying Agent shall have any liability whatsoever for the insufficiency of
funds from time to time in the Escrow Fund or any failure of the obligors of the Escrowed
Securities to make timely payment thereon, except for the obligation to notify the Issuer as
promptly as practicable of any such occurrence.
The recitals herein and in the proceedings authorizing the Refunding Obligations shall be
taken as the statements of the Issuer and shall not be considered as made by, or imposing any
obligation or liability upon, the Escrow Agent. The Escrow Agent is not a party to the
proceedings authorizing the Refunding Obligations or the Refunded Obligations and is not
responsible for nor bound by any of the provisions thereof (except as a place of payment and
paying agent and/or a Paying Agent/Registrar therefor). In its capacity as Escrow Agent, it is
agreed that the Escrow Agent need look only to the terms and provisions of this Agreement.
The Escrow Agent makes no representations as to the value, conditions or sufficiency of
the Escrow Fund, or any part thereof, or as to the title of the Issuer thereto, or as to the security
afforded thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in
respect to any of such matters.
It is the intention of the parties hereto that the Escrow Agent shall never be required to use
or advance its own funds or otherwise incur personal financial liability in the performance of any
of its duties or the exercise of any of its rights and powers hereunder.
The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in
good faith in any exercise of reasonable care and believed by it to be within the discretion or power
conferred upon it by this Agreement, nor shall the Escrow Agent be responsible for the
6
Round Rock\GORB\20: Escrow Agr
consequences of any error of judgment; and the Escrow Agent shall not be answerable except for
its own action, neglect or default, nor for any loss unless the same shall have been through its
negligence or willful misconduct.
Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to
determine or inquire into the happening or occurrence of any event or contingency or the
performance or failure of performance of the Issuer with respect to arrangements or contracts with
others, with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund, to
dispose of and deliver the same in accordance with this Agreement. If, however, the Escrow
Agent is called upon by the terms of this Agreement to determine the occurrence of any event or
contingency, the Escrow Agent shall be obligated, in making such determination, only to exercise
reasonable care and diligence, and in event of error in making such determination the Escrow
Agent shall be liable only for its own willful misconduct or its negligence. In determining the
occurrence of any such event or contingency the Escrow Agent may request from the Issuer or any
other person such reasonable additional evidence as the Escrow Agent in its discretion may deem
necessary to determine any fact relating to the occurrence of such event or contingency, and in this
connection may make inquiries of, and consult with, among others, the Issuer at any time.
Section 7.03. Compensation. (a) Concurrently with the sale and delivery of the
Refunding Bonds, the Issuer shall pay to the Escrow Agent, as a fee for performing the services
hereunder and for all expenses incurred or to be incurred by the Escrow Agent in the administration
of this Agreement, the amount set forth in Exhibit "E" attached hereto, the sufficiency of which is
hereby acknowledged by the Escrow Agent. In the event that the Escrow Agent is requested to
perform any extraordinary services hereunder, the Issuer hereby agrees to pay reasonable fees to
the Escrow Agent for such extraordinary services and to reimburse the Escrow Agent for all
expenses incurred by the Escrow Agent in performing such extraordinary services,and the Escrow
Agent hereby agrees to look only to the Issuer for the payment of such fees and reimbursement of
such expenses. The Escrow Agent hereby agrees that in no event shall it ever assert any claim or
lien against the Escrow Fund for any fees for its services, whether regular or extraordinary, as
Escrow Agent, or in any other capacity, or for reimbursement for any of its expenses.
(b) The Issuer covenants to timely pay for all future paying agency services of the
Paying Agent for the Refunded Obligations in accordance with the paying agent fee schedule now
in effect through the final payment of the Refunded Obligations,the sufficiency of which is hereby
acknowledged by the Paying Agent. Additionally, the Paying Agent has agreed to look only to
the Issuer for the payment of such fees and reimbursement of such expenses, and for the benefit of
the registered owners of the Refunded Obligations, to perform the services as Paying Agent
without regard to the future payment of such fees and expenses. The Paying Agent has shall in
no event assert any claim or lien against the Escrow Fund for any fees for its services, whether
regular or extraordinary, as Paying Agent, or in any other capacity, or for reimbursement for any
of its expenses.
7
Round Rock\GORB\20: Escrow Agr
(c) TO THE EXTENT PERMITTED BY LAW, THE ISSUER AGREES TO INDEMNIFY THE
ESCROW AGENT FOR,AND HOLD IT HARMLESS AGAINST,ANY LOSS, LIABILITY,OR EXPENSE
INCURRED WITHOUT NEGLIGENCE OR BAD FAITH ON ITS PART, ARISING OUT OF OR IN
CONNECTION WITH ITS ACCEPTANCE OR ADMINISTRATION OF ITS DUTIES HEREUNDER,
INCLUDING THE COST AND EXPENSE AGAINST ANY CLAIM OR LIABILITY IN CONNECTION WITH
THE EXERCISE OR PERFORMANCE OF ANY OF ITS POWERS OR DUTIES UNDER THIS AGREEMENT.
Section 7.04. Notice of Redemption. The Paying Agent is hereby authorized and
directed to cause notice of defeasance and redemption of the Refunded Obligations to be given at
the time and in the form and manner prescribed in the proceedings that authorized the issuance of
the Refunded Obligations.
Section 7.05. Acknowledgment of Notice of Redemption. The Escrow Agent, by its
execution hereof, as paying agent/registrar for the Refunded Obligations, acknowledges receipt of
written notice of the redemption of the Refunded Obligations, as required by the proceedings that
authorized the issuance of the Refunded Obligations, and agrees to provide or cause to be provided
notice of defeasance and redemption of such Refunded Obligations as required by the proceedings
that authorized the issuance of such Refunded Obligations.
Section 7.06. Successor Escrow Agents. If at any time the Escrow Agent or its legal
successor or successors should become unable, through operation or law or otherwise, to act as
escrow agent hereunder, or if its property and affairs shall be taken under the control of any state
or federal court or administrative body because of insolvency or bankruptcy or for any other
reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder. In such event
the Issuer,by appropriate action,promptly shall appoint an Escrow Agent to fill such vacancy. If
no successor Escrow Agent shall have been appointed by the Issuer within 60 days, the Escrow
Agent, at the expense of the Issuer, has the right to petition a court of competition jurisdiction to
appoint a successor under the Agreement, a successor may be appointed by the owners of a
majority in principal amount of the Refunded Obligations then outstanding by an instrument or
instruments in writing filed with the Issuer, signed by such owners or by their duly authorized
attorneys-in-fact. If, in a proper case,no appointment of a successor Escrow Agent shall be made
pursuant to the foregoing provisions of this section within three months after a vacancy shall have
occurred, the Escrow Agent or the owner of any Refunded Obligation may apply to any court of
competent jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after
such notice, if any, as it may deem proper,prescribe and appoint a successor Escrow Agent.
Any successor Escrow Agent shall be: (i) a corporation, bank or banking association
organized and doing business under the laws of the United States or the State of Texas; (ii) be
authorized under such laws to exercise corporate trust powers; (iii)be authorized under Texas law
to act as an escrow agent; (iv)have its principal office and place of business in the State of Texas;
(v) have a combined capital and surplus of at least $5,000,000; and (vi) be subject to the
supervision or examination by Federal or State authority.
8
Round Rock\GORB\20: Escrow Agr
Any successor Escrow Agent shall execute, acknowledge and deliver to the Issuer and the
Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall
execute and deliver an instrument transferring to such successor Escrow Agent,subject to the terms
of this Agreement, all the rights, powers and trusts of the Escrow Agent hereunder. Upon the
request of any such successor Escrow Agent, the Issuer shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor Escrow Agent all
such rights,powers and duties.
The Escrow Agent at the time acting hereunder may at any time resign and be discharged
from the trust hereby created by giving not less than sixty (60) days' written notice to the Issuer
specifying the date when such resignation will take effect. No such resignation shall take effect
unless a successor Escrow Agent shall have been appointed by the owners of the Refunded
Obligations or by the Issuer as herein provided and shall have accepted such appointment,in which
event such resignation shall take effect immediately upon the appointment and acceptance of a
successor Escrow Agent.
Under any circumstances, the Escrow Agent shall pay over to its successor Escrow Agent
proportional parts of the Escrow Agent's fee and, if applicable, its Paying Agent's fee hereunder.
Any expenses incurred in connection with the appointment of a successor Escrow Agent will not
be paid from thee Escrow Fund.
ARTICLE VIII
MISCELLANEOUS
Section 8.01. Notice. Any notice, authorization, request, or demand required or
permitted to be given hereunder shall be in writing and shall be deemed to have been duly given
when mailed by registered or certified mail,postage prepaid addressed to the Issuer or the Escrow
Agent at the address shown on Exhibit "A" attached hereto. The United States Post Office
registered or certified mail receipt showing delivery of the aforesaid shall be conclusive evidence
of the date and fact of delivery. Any party hereto may change the address to which notices are to
be delivered by giving to the other parties not less than ten(10) days prior notice thereof. Prior
written notice of any amendment to this Agreement contemplated pursuant to Section 8.08 and
immediate written notice of any incidence of a severance pursuant to Section 8.04 shall be sent to
Moody's Investors Service, Attn: Public Finance Rating Desk/Refunded Obligations, 99 Church
Street,New York, New York 10007 and Standard & Poor's Corporation, Attn: Municipal Bond
Department, 25 Broadway,New York,New York 10004.
Section 8.02. Termination of Responsibilities. Upon the taking of all the actions as
described herein by the Escrow Agent, the Escrow Agent shall have no further obligations or
responsibilities hereunder to the Issuer, the owners of the Refunded Obligations or to any other
person or persons in connection with this Agreement.
9
Round Rock\GORB\20: Escrow Agr
Section 8.03. Binding Agreement. This Agreement shall be binding upon the Issuer
and the Escrow Agent and their respective successors and legal representatives, and shall inure
solely to the benefit of the owners of the Refunded Obligations,the Issuer, the Escrow Agent and
their respective successors and legal representatives.
Section 8.04. Severability. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement,
but this Agreement shall be construed as if such invalid or illegal or unenforceable provision had
never been contained herein.
Section 8.05. Texas Law Governs. This Agreement shall be governed exclusively by
the provisions hereof and by the applicable laws of the State of Texas.
Section 8.06. Time of the Essence. Time shall be of the essence in the performance of
obligations from time to time imposed upon the Escrow Agent by this Agreement.
Section 8.07. Effective date of Agreement. This Agreement shall be effective upon
receipt by the Escrow Agent of the funds described in Exhibit "C" attached hereto and the
Escrowed Securities, together with the specific sums stated in subsections (a) and (b) of Section
7.03 for Escrow Agent and paying agency fees, expenses, and services.
Section 8.08. Amendments. This Agreement shall not be amended except to cure any
ambiguity or formal defect or omission in this Agreement. No amendment shall be effective
unless the same shall be in writing and signed by the parties thereto. No such amendment shall
adversely affect the rights of the holders of the Refunded Obligations.
Section 8.09. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original for all purposes, and all counterparts shall
together constitute one and the same instrument.
Section 8.10. Anti-Boycott. The Escrow Agent 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 Escrow Agent, 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 Escrow Agent understands "affiliate"to mean
an entity that controls, is controlled by, or is under common control with the Escrow Agent and
exists to make a profit.
10
Round Rock\GORB\20: Escrow Agr
Section 8.11. Terrorist Organizations. The Escrow Agent represents that, neither the
Escrow Agent, 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:
lett�s://cv��.�.stroller.texas.�sov/�u��c.�asin��/clod;s/sd�clar�-1.i5t.Edi,
hums://comptroller.texas,gov/purcliasing%docs:iran-1ist ptl$; or
liths:/,Icoiiit)troller.texa.s.gov/purcliasing/dlocs:"lto-list 13df:
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
Escrow Agent 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 Escrow Agent understands "affiliate" to
mean any entity that controls,is controlled by, or is under common control with the Escrow Agent
and exists to make a profit.
Section 8.12. Exemption from Disclosure Form. The Escrow Agent 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 Escrow Agent is
not required to file a Certificate of Interested Parties Form 1295 otherwise prescribed thereunder.
(Execution Page Follows)
Round Rock\GORB\20: Escrow Agr 1 1
EXECUTED as of the date first written above.
CITY OF ROUND ROCK, TEXAS
sy
Name: Craig Morgan
Title: Mayor
Round Rock\GORB\20: Escrow Agr Escrow Agreement Signature Page]
THE BANK OF NEW YORK MELLON
TRUST COMPANY,NATIONAL ASSOCIATION
By
Authorized Signatory
[Escrow Agreement Signature Page]
Round Rock\GORB\20: Escrow Agn•
INDEX TO EXHIBITS
Exhibit "A" Addresses of the Issuer and the Escrow Agent
Exhibit "B" Description of the Refunded Obligations
Exhibit "C" Description of Beginning Cash Deposit
(if any) and Escrowed Securities
Exhibit "D" Escrow Fund Cash Flow
Exhibit "E" Compensation of Escrow Agent
EXHIBIT "A"
ADDRESSES OF THE ISSUER AND THE ESCROW AGENT
Issuer
City of Round Rock, Texas
221 East Main Street
Round Rock, Texas 78664
Attn: City Manager
Escrow Agent
Bank of New York Mellon Trust Company,
National Association
2001 Bryan Street, 11 th Floor
Dallas, Texas 75201
A-1
Round Rock\GORB\20: Escrow Agr
EXHIBIT "B"
DESCRIPTION OF THE
REFUNDED OBLIGATIONS
CITY OF ROUND ROCK, TEXAS GENERAL OBLIGATION REFUNDING
BONDS, SERIES 2011, the outstanding obligations maturing on August 15 in the years
2021 through and including 2027, inclusive, aggregating $6,875,000 in principal amount:
Maturity Date CUSIP
August 15 Principal Amount Interest Rate Numbers
2021 $1,885,000 4.000% 779222P93
2022 152005000 4.000 779222Q27
2023 9505000 3.000 779222Q84
2023 300,000 4.000 779222Q35
2024 15290,000 5.000 779222Q43
2025 405,000 3.375 779222Q50
2026 415,000 3.375 779222Q68
2027 430,000 3.500 779222Q76
B-1
Round Rock\GORB\20: Escrow Agr
EXHIBIT "C"
ESCROW DEPOSIT
Beginning Cash Balance
$7,010,562.50, representing $6,875,000.00 in aggregate principal balance of the Refunded
Obligations plus accrued interest in the amount of$135,562.50 to be deposited with the Escrow
Agent on May 21, 2020 to pay the redemption price of the Refunded Obligations on their
redemption date of August 15, 2020.
C-1
RoundRock\GORB\20: Escrow Ag
EXHIBIT "D"
ESCROW FUND CASH FLOW
Debt service payments
Dates Cash on Refunded Obligations Cash Balance
May 21, 2020 $7,010,562.50 - $7,010,562.50
August 15, 2020 $79010,562.50 $7,010,562.50 $0.00
D-1
RoundRock\GORB\20: Escrow Agr
EXHIBIT "E"
COMPENSATION OF ESCROW AGENT
E-1
RoundRock\GORB\20: Escrow Agr
EXECUTED as of the date first written above.
CITY OF ROUND ROCK, TEXAS
By
Name: Cr ig Mor n
Title: ayor
Round Rock\GORB\20: Escrow Agr [Escrow Agreement Signature Page]
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 Bond. 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 Bond 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 Bond upon receipt of the Attorney General approval. After
registration, the Bond, 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 Bond, 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 Bond, 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 Bond, and no authority or proceedings for the
issuance of the Bond have been repealed, revoked or rescinded.
6. We officially executed and signed the Bond with our manual signatures or by
causing facsimiles of our manual signatures to be imprinted or copied on the Bond, and, if
RoundRock GOREF X20: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
Bond.
7. The Bond 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 Bond 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 Bond and such seal on the Bond 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 Bond and
the other tax debt obligations to be delivered on the same day as the Bond, but excluding the
Refunded Obligations, 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 Bond and the other tax debt
obligations to be delivered on the same day as the Bond, but excluding the Refunded
Obligations, 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. None of the Refunded Obligations have ever been held in or purchased for the
account of any of the special funds created and maintained under the ordinances authorizing their
issuance for payment or security of said Refunded Obligations.
14. The Bond is in an amount sufficient, together with certain other lawfully available
funds of the City, to refund the Refunded Obligations and to pay the costs of issuing the Bond.
15. 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 TEC's rules.
16. The City verifies that, pursuant to Section 2271.002 of the Texas Government
RoundRock GOREF X20:GenNoLitCert
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 Bond, 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.
17. With respect to the contracts contained within the transcript of proceedings that
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.
18. There is hereby appropriated from funds of the City lawfully available for such
purpose a sum sufficient to pay the interest and principal to become due with respect to the Bond
on August 15, 2020.
19. To our best knowledge and belief. (i) the representations and warranties of the
City contained in the Investment Letter are true and correct in all material respects on and as of
the date hereof as if made on the date hereof; (ii) no litigation or proceeding against the City is
pending or, to the best of our knowledge, threatened in any court or administrative body, nor is
there a basis for litigation which would (a) contest the right of the council members, officers, or
officials of the City to hold and exercise their respective positions, (b) contest the due
organization and valid existence of the City, (c) contest the validity, due authorization and
execution of the Bond, the Ordinance or the Investment Letter or (d) attempt to limit, enjoin or
otherwise restrict or prevent the City from functioning and collecting taxes, including payments
on the Bond, pursuant to the Ordinance, and other income or the levy or collection of the taxes,
including payments on the Bond, pledged or to be pledged to pay the principal of and interest on
the Bond, or the pledge thereof, (iii) all official actions of the City relating to the Bond, the
Ordinance and the Investment Letter have been duly taken by the City, are in full force and
effect and have not been modified, amended, supplemented or repealed; and (iv) there has not
been any material adverse change in the financial condition of the City since September 30,
2019, the latest date as of which audited financial information is available.
[The Remainder of This Page is Intentionally Left Blank]
RoundRock GOREF X20:GenNoLiWert
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 GOREF X20:GenNoUtCert
EXHIBIT A
DEFINITIONS
Bond- City of Round Rock Texas General Obligation Refunding Bond,
Series 2020 dated May 21, 2020 in the aggregate principal amount
of$6,980,000.
City- City of Round Rock, Texas.
Investment Letter- The Investment Letter between the City and the Purchaser, dated
April 23, 2020 relating to the Bond.
Ordinance - Ordinance Authorizing The Issuance of City of Round Rock,
Texas General Obligation Refunding Bond, Series 2020; Levying
an Ad Valorem Tax in Support of the Bond; Awarding the Sale of
the Bond; Approving a Paying Agent/Registrar Agreement and An
Escrow Agreement; Calling Certain Obligations for Redemption;
and Authorizing Other Matters Related to the Issuance of the
Bond.
Purchaser- JPMorgan Chase Bank,N.A.
Refunded Obligations- As defined in the Ordinance.
A-1
RoundRock GOREF X20:GenNoLiffert
EXHIBIT B
CURRENTLY OUTSTANDING TAX DEBV)
General Obligation Refunding Bonds, Series 2011 $1,795,000
General Obligation Refunding Bonds, Series 2013 3,235,000
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 55410,000
General Obligation Bonds, Series 2017 28,585,000
Combination Tax and Limited Revenue Certificates of Obligation, Series 2018 6,915,000
General Obligation Refunding Bonds, Series 2019 12,210,000
Combination Tax and Limited Revenue Certificates of Obligation, Series 2019 27,250,000
General Obligation Refunding Bond, Series 2020* 6,9805000
Combination Tax and Limited Revenue Certificate of Obligation,
Series 2020A* 30,0005000
Limited Tax Bond, Series 2020* 4,500,000
Total $244588000
Excludes the Refunded Obligations.
*Includes the Bond and other obligations in the process of issuance to be delivered on the same day as the Bond.
B-1
RoundRock GOREF X20:GenNoLitCert
EXHIBIT C
AD VALOREM TAX
DEBT SERVICE REQUIREMENTS
C-1
RoundRock GOREF X20:GenNoLitCert
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)
%%%x cop
_
OF Thy
'•.; .••
RoundRock GOREF X20:GenNoUtCert