R-2021-100 - 4/22/2021RESOLUTION NO. Rm2021mlOO
RESOLUTION APPROVING A RESOLUTION OF THE ROUND ROCK
TRANSPORTATION AND ECONOMIC DEVELOPMENT CORPORATION
AUTHORIZING THE ISSUANCE OF
ROUND ROCK TRANSPORTATION AND ECONOMIC DEVELOPMENT
CORPORATION SENIOR LIEN SALES TAX REVENUE BONDS, TAXABLE SERIES
2021 APPROVING A PAYING AGENT/REGISTRAR AGREEMENT, A PROJECT
AGREEMENT AND A BOND PURCHASE AGREEMENT,* APPROVING AN
OFFICIAL STATEMENT; AND APPROVING OTHER MATTERS RELATED
THERETO
STATE OF TEXAS
1
COUNTIES OF WILLIAMSON AND TRAMS '
CITY OF ROUND ROCK
1
WHEREAS, the Round Rock Transportation System Development Corporation was
created under the auspices of the City of Round Rock, Texas (the "City") pursuant to Section 4B
791,11,111111111rt10f vmA9ohDl6, VT.C.S., as amended, now
codified as Local Government Code, Title 12, Subtitle C 1 particularly Chapters 501 and 505 of
the Local Government Code; and
WHEREAS, at an election held on August 9, 1997, a majority of the citizens of the City
voting at said election authorized the City to levy a sales and use tax on the receipts at retail of
taxable items within the City at a rate of one-half of one percent; and
WHEREAS, on November 8, 2011, a majority of the citizens of the City voting at such
election authorized the existing sales and use tax to be used for additional purposes as provided by
state law; and
WHEREAS, after such election the bylaws and other governing documents were amended
Is to update certain provisions including the name of the corporation to be " Round Rock
Transportation and Economic Development Corporation" the "Issuer"); and
WHEREAS, the Issuer has determined to issue bonds to provide funds for designing and
constructing a convention center facility and the costs necessary or incident to the of
such project (collectively, the " Project "); and
WHEREAS, on April 22, 202 1, the Board of Directors of the Issuer adopted a resolution,
0
tached hereto aQs E�ibit "A" (the "Bond Resolution"), which authorizes the issuance of
$ ,000 in principal amount of Senior Lien Sales Tax Revenue Bonds, Taxable Series
2021 (the "Bonds"), to pay all or a portion of the costs of the Project; and
0 112.20212;00469368
RRTEDC\SrLienSTRevTaxab1e202 1: CityApprovinglssuanceRes
WHEREAS, capitalized terms used in this Resolution but not otherwise defined shall have
the meanings given to such terms in the Bond Resolution; and
WHEREAS, the City and the Issuer'shall cooperate with respect to the acquisition and
construction of the Project in accordance with the terms and conditions of that certain Project
Agreement, dated May 18, 202 1, between the City and the Issuer, in substantially the form attached
hereto as Exhibit "B"; and
WHEREAS, in accordance with the provisions of the Act, the City shall timely transfer to
the Issuer the proceeds of the aforesaid sales and use tax, in accordance with the terms and
conditions of that certain Sales Tax Remittance Agreement, dated as of May 15, 2001, between
the City and the Issuer and such funds shall be maintained by the Depository of the City and
accounted for separately by the City on behalf of the Issuer; and
WHEREAS, it is deemed necessary and advisable that this Resolution be adopted by the
City Council of the Cityerefthinaer referred tJOIN) as the "City Council") in accordance with Section
501.204(a) of the Local Government Code.
THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ROUND ROCK, TEXAS THAT:
Section 1. AP12roval of the Bonds and the Bond Resolution. The resolution of the Issuer
entitled a "RESOLUTION OF THE ROUND ROCK TRANSPORTATION AND ECONOMIC
DEVELOPMENT CORPORATION AUTHORIZING THE ISSUANCE OF ROUND ROCK
TRANSPORTATION AND ECONOMIC DEVELOPMENT CORPORATION SENIOR LIEN
SALES TAX REVENUE BONDS, TAXABLE SERIES 202 I'D APPROVING A PAYING
AGENT/REGISTRAR AGREEMENT, A PROJECT AGREEMENT AND A BOND
PURCHASE AGREEMENT; APPROVING AN OFFICIAL STATEMENT; AND APPROVING
OTHER MATTERS RELATED THERETO, " n substantially the forth and substance as attached
to this Resolution as Exhibit "A" and made a part hereof for all purposes, is hereby approved, and
the Bonds in the aggregate principal amount of $ ,000 maybe issued by the Issuer for
the purpose of (i*) providing funds for the Costs of the Project, (ii) capitalizing interest on the Bonds
and (iii) paying the costs of issuing the Bonds.
Section 2. Approval of Proi*ect Agreement. The Project Agreement attached hereto in
substantially final form as Exhibit "B" is hereby approved, and the Mayor and City Clerk of the
City are authorized to approve any changes and execute the Project Agreement on behalf of the
City.
Section 3. Confirmation of Sales Tax Remittance Agreement.
Remittance Agreement, dated as of May 15, 2001, between the City and the
reconfirmed and approved.
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RRTEDC\SrLienSTRevTaxab1e202 1: CityApprovinglssuanceRes
The Sales Tax
Issuer is hereby
Section 4. Execution of Documents;0
No LiabilityCi*tyof the . The City Council of the
City hereby authorizes the Mayor, the City Manager and the Assistant City Manager to execute on
behalf of the City all documents deemed necessary in connection with the issuance of the Bonds
and the agreements approved by this Resolution. The City Clerk is authorized to attest any
documents necessary. The City shall have no liability for the payment of the Bonds nor shall any
of its assets be pledged to the payment of the Bonds,,
Section 5. Incorporation of Recitals. The findings and preambles set forth in this
Resolution are hereby incorporated into this Resolution and made a part hereof for all purposes.
Section 6. Effective Date. This Resolution shall become effective immediately upon
passage.
[The Remainder of This Pagei'Ds Intentionally Left Blank]
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RRTEDC\SrLienSTRevTaxabIe2O2 1: CityApprovinglssuanceRes
RESOLVED on this the 22nd day of April, 2021.
CITY OF R ND ROCK., TEXAS
By:
Craig M rgan, or
ATTEST:
Ah
By: IFQN L..- I
Sara L. White, City Clerk
RRTEDC\SrLienSTRevTaxab1e2021: City Approving IssuanceRes
EXHIBIT "A"
BOND RESOLUTION
A-1
RRTEDC\SrLienSTRevTaxable202 1: CityApprovingIssuanceRes
EXHIBIT
"At
RESOLUTION NO. TB=2021=004
RESOLUTION OF THE ROUND ROCK TRANSPORTATION AND ECONOMIC
DEVELOPMENT CORPORATION AUTHORIZING THE ISSUANCE OF
ROUND ROCK TRANSPORTATION AND ECONOMIC DEVELOPMENT
CORPORATION SENIOR LIEN SALES TAX REVENUE BONDS, TAXABLE SERIES
2021 APPROVING A PAYING AGENT/REGISTRAR AGREEMENT, A PROJECT
AGREEMENT AND A BOND PURCHASE AGREEMENT; APPROVING AN
OFFICIAL STATEMENT; AND APPROVING OTHER MATTERS RELATED
THERETO
THE STATE OF TEXAS §
ROUND ROCK TRANSPORTATION AND ECONOMIC
DEVELOPMENT CORPORATION §
WHEREAS, pursuant to Section 4B of the Development Corporation Act of 1979,
Article 5190.6, V.A.T.C.S., as amended, now codified as Local Government Code, Title 12,
Subtitle Cl particularly Chapters 501 and 505 of the Local Government Code (collectively, the
"Act") at the election held on August 9, 1997 (the "1997 Election"), a majority of the citizens of
the City of Round Rock, Texas (the "City") voting at the 1997 Election authorized the City to
levy a sales and use tax on the receipts at retail of taxable items within the City at a rate of one-
half of one percent for the benefit of a development corporation operating on behalf of the City
to be used for streets, roads, drainage and other related transportation system improvements
including the payment of maintenance and operating expenses associated with such authorized
projects;
WHEREAS, pursuant to the provisions of the Act, the City created the Round Rock
Transportation System Development Corporation, a nonstock, nonprofit industrial development
corporation created to act on behalf of the City to satisfy the public purposes set forth in the Act
as authorized at the 1997 Election;
WHEREAS, on November 8, 2011, a majority of the citizens of the City voting at such
election (the "2011 Election" and collectively with the 1997 Election, the "Election") authorized
the existing sales and use tax to be used for additional purposes as provided by state law;
WHEREAS, after the 2011 Election the bylaws and other governing documents were
amended to update certain provisions including the name of the corporation to be "Round Rock
Transportation and Economic Development Corporation" (the "Issuer");
WHEREAS, as more fully described herein, the Issuer has determined to issue the bonds
authorized herein (the "Bonds") to provide funds for designing and constructing a convention
center facility, capitalizing interest on the Bonds and paying the costs of issuing the Bonds;
011220212; 00469654
1
WHEREAS, there was published in a newspaper of general circulation in the City (as
described in Sections 2051.044 and 2051-048, Texas Government Code) on January 23, 2018,
notice that a public hearing would be held by the Issuer on January 25, 2018 at which the project
to befinanced with the proceeds of the Bonds were discussed and giving notice that the Issuer
proposed to undertake such project;
WHEREAS, the public hearing was held by the Issuer and no petition has been
submitted to the Issuer or the City Council calling for a repect ferendum with resto such project;
WHEREAS, on August 22, 2019, the Issuer previously issued $21,310,000 of Parity
Obligations to finance a portion of the costs of the Project (as defined herein);
WHEREAS, in accordance with Section 505.152 of the Local Government Code, the
Issuer hereby finds that the project to be financed with the proceeds of the Bonds is suitable for
use for convention purposes and related improvements that enhance such purposes;
WHEREAS, the Act authorizes the Issuer to issue the Bonds for the aforesaid purposes
and the Board of Directors of the Issuer finds it necessary and advisable to authorize the issuance
of the hereinafter described Bonds for the purposes hereinabove and hereinafter described;
WHEREAS, the Bonds are authorized to be issued as Parity Obligations on parity with
the outstanding Previously Issued Parity Obligations; however, the 2021 Reserve Fund (as
defined herein) established by this Resolution secures only the Bonds; and
WHEREAS, it is hereby officially found and determined that the meeting at which this
Resolution was passed was open to the public, and public notice of the time, place and purpose
of the meeting was given, all as required by Chapter 551, Texas Government Code, and as
further modified by an order issued by the Governor of the State of Texas on March 16, 2020,
suspending certain provisions o)f the Open Meetings Act in light of his disaster proclamation
issued on March 13., 2020, regarding the novel coronavirus (COVID-19).
THEREFORE, BE IT RESOLVED
ROUND ROCK TRANSPORTATION
CORPORATION THAT:
BY THE BOARD OF DIRECTORS OF THE
AND ECONOMIC DEVELOPMENT
Section 1. RECITALS, AMOUNT AND PURPOSE OF THE BONDS*
DEFINITIONS. The recitals set forth in the preamble hereof are incorporated herein and shall
have the same force and effect as if set forth in this Section. The Bonds are hereby authorized to
be issued and delivered in the aggregate pripalnciamount of $ for the
purpose of (i) providing funds for the Costs of the Project, (n) capitalizing interest on the Bonds
and (iii) paying the costs of issuing the Bonds. For all Purposes of this Resolution, except as
otherwise expressly provided or unless the context otherwise requires, the capitalized terms used
in this Resolution have the meanings assigned to them in Exhibit "A".
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Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND
MATURITIES OF BONDS. Each Bond issued pursuant to this Resolution shall be designated:
"ROUND ROCK TRANSPORTATION AND ECONOMIC DEVELOPMENT
CORPORATION SENIOR LIEN SALES TAX REVENUE BOND, TAXABLE SERIES 2021 it '
and initially there shall be issued, sold, and delivered hereunder fully registered certificates,
without interest coupons, dated "May 18, 2021, i*n the respective denominations and principal
amounts hereinafter stated, numbered consecutively from R-1 upward (except the Initial Bond
submitted to the Attorney General of the State of Texas which shall be numbered T-1), payable
to the respective initial registered owners thereof (as designated in Section 25 hereof), or to the
registered assignee or assignees of the Bonds or any portion or portions thereof (in each case, the
"Registered Owner"), and the Bonds shall mature and be payable serially on August 15 in each
of the years and in the principal amounts, respectively, as set forth in the following schedule:
YEAR,
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
AMOUNT
YEAR,
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
AMOUNT
Section 3. INTEREST. The Bonds scheduled to mature during the years, respectively,
set forth below shall bear interest from the dates specified in the FORM OF BOND set forth in
Exhibit "B" of this Resolution to their respective dates of maturity or redemption prior to
maturity at the following rates per annum:
YEAR
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
RATE
0yo
3
YEAR
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
RATE,
Interest shall be payable in the manner provided and on the dates stated in the FORM OF BOND
set forth in.Exhibit "B" of this Resolution.,
Section 4. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer,
Conversion and Exchange; Authentication. The Issuer shall keep or cause to be kept at The
Bank of New York Mellon Trust Company, National Association, Dallas, Texas (the "Paying
Agent/Registrar") books or records for the registration of the transfer, conversion and exchange
of the Bonds (the "Registration Books"), and the Issuer hereby appoints the Paying
Agent/Regl*strar as its registrar and transfer agent to keep such books or records and make such
registrations of transfers, conversions and exchanges under such reasonable regulations as the
Issuer and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make
such registrations, transfers, conversions and exchanges as herein provided. The Paying
Agent/Registrar shall obtain and record in the Registration Books the address of the Registered
Owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein
provided; but it shall be the duty of each Registered Owner to notify the Paying Agent/Regl*strar
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 Issuer shall have the right to inspect the
Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise
the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise
required by law, shall not permit their inspection by any other entity. The Paying
Agent/Registrar shall make a copy of the Registration Books available within the State of Texas.
The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for
Making such registration, transfer, conversion, exchange and delivery of a substitute ]Bond or
Bonds. Registration of assignments, transfers, conversions and exchanges of Bonds shall be
made in the manner provided and with the effect stated in the FORM OF BOND set forth in
Exhibit "B" of this Resolution. Each substitute Bond shall bear a letter and/or number to
distinguish it from each other Bond.
Except as provided in Section 4(c) of this Resolution, an authorized representative of the
Paying Agent/Registrar shall, before the delivery of any", such Bond, date and manually sign the
Bond, and no such Bond shall be deemed to be issued or outstanding unless such Bond is so
executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds
surrendered for conversion and exchange. No additional ordinances, orders or resolutions need
be passed or adopted by the governing body of the Issuer or any other body or person so as to
accomplish the foregoing conversion and exchange of any Bond or portion thereof, and the
Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute
Bonds in the manner prescribed herein, and the Bonds shall be printed or typed on paper of
customary weight and strength. Pursuant to Chapter 1201, Texas Government Code, as
amended, and particularly Subchapter D thereof, the duty of conversion and exchange of Bonds
as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the
Bond, the converted and exchanged Bond shall be valid, incontestable, and enforceable I*n the
same manner and with the same effect as the Bonds which initially were issued and delivered
pursuant to this Resolution, approved by the Attorney General, and registered by the Comptroller
of Public Accounts.
4
(b) Payment of Bonds and Interest. The Issuer hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds,
all as provided in this Resolution. The Paying Agent/Registrar shall keep proper records of all
payments made by the Issuer and the Paying Agent/Registrar with respect to the Bonds, and of
all conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this
Resolution. 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 Issuer. 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
'of
Date) shall be sent at least five (5) business days prior to the Special Record Date by United
States mail, first-class postage prepaid, to the address of each Registered Owner appearing on the
Registration Books at the close of business on the last business day immediately preceding the
date of mailing of such notice.
(c) In General. The Bonds (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Bonds to b playable only to the Registered
Owners thereof, (ii) may be redeemed prior to their scheduled maturities (notice of which shall
be given to the Paying Agent/Registrar by the Issuer at least 45 days prior to any such
redemption date), (ill) may be converted and exchanged for other Bonds, (iv) may be transferred
and assigned, (V) shall have the characteristics, (VI) shall be signed, sealed, executed and
authenticated, (vii) the principal of and interest on the Bonds shall be payable, and (Vill) shall be
administered and the Paying Agent/Registrar and the Issuer shall have certain duties and
responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as
required or indicated, in the FORM OF BOND set forth in Exhibit "B" of this Resolution. The
Initial Bond initially issued and delivered pursuant to this Resolution is not required to be, and
shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in
conversion of and exchange for any Bond or Bonds issued under this Resolution 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 PavinA2ent/Registrar.
The Issuer covenants with the Registered
Owners of the Bonds that at all times while the Bonds are outstanding the Issuer will provide a
competent and legally qualified bank, trust company, financial institution, or other agency to act
as and perform the services of Paying Agent/Registrar for the Bonds under this Resolution, and
that the Paying Agent/Registrar will be one entity. The Issuer reserves the right to, and may, at
its option, change the Paying Agent/Registrar upon not less than 30 days written notice to the
Paying Agent/Registrar, to be effective at such time which will not disrupt or delay payment on
the next principal or interest payment date after such notice. In the event that the entity at any
time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method)
should resign or otherwise cease to act as such, the Issuer 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 Resolution. Upon any change in the Paying
Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the
Registration Books (or a copy thereo fl, along with all other pertinent books and records relating
5
to the Bonds, to the new Paying Agent/Registrar designated and appointed by the Issuer. Upon
any change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof
to be sent by the new Paying Agent/Registrar to each Re9istered Owner of the Bonds, by United
States mail, first-class postage prepaid, which notice also shall give the address of the new
Paying Agent/Registrar. By accepting the position and performing as such, each Paying.,
Agent/Registrar shall be deemed to have agreed to the provisions of this Resolution, and a
certified copy of this Resolution shall be delivered to each Paying Agent/Regi'strar,
(e) Book -Entry -Only System. The Bonds issued in exchange for the Initial Bond
initially issued as provided in Section 4(i) shall be issued in the form of11 separate single fully
registered Bond for each of the maturities thereof registered in the name of Cede & Co., as
nominee of The Depository Trust Company of New York ("DTC") and except as provided i*n
subsection (f) hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co.,
as nominee of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the
Issuer and the Paying Agent/Regi*strar shall have no responsibility or obligation to any securities
brokers and dealers, banks, trust companies, clearing corporations and certain other organizations
on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of
securities transactions among DTC participants (the "DTC Participant") or to any person on
behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the
immediately preceding sentence, the Issuer and the Paying Agent/Registrar shall have no
responsibility or obligation with respect to (i") the accuracy of the records of DTC, Cede & Co. or
any DTC Participant with respect to any ownership interest 1*n the Bonds, (ii) the delivery to any
DTC Participant or any other person, other than a Registered Owner, as shown on the
4P
Registration Books, of any notice with respect to the Bonds, including any notice of redemption
or (iii) the payment to any DTC Participant or any person, other than a Registered Owner, as
shown on the Registration Books of any amount with respect to principal of, premium, if any, or
interest on the Bonds. Notwithstanding any other provision of this Resolution to the contrary,
but to the extent permitted by law, the Issuer and the Paying Agent/Registrar shall be entitled to
treat and consider the person in whose name each Bond is registered in the Iegistration Books as
the absolute owner of such Bond for the purpose of payment of principal of, premium, if any,
or
and interest, with respect to such Bond, for the purposes of registering transfers with respect to
such Bond, and for all other purposes of registering transfers with respect to such Bonds, and for
all other purposes whatsoever. The Paying Agent/Regl*strar shall pay all principal of, premium,
if any, and interest on the Bonds onlyotor upon the order of the respective Registered Owners,
as shown in the Registration Books as provided in this Resolution, or their respective attorneys
duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and
discharge the Issuer's obligations with respect to Payment of principal of and interest on the
Bonds to the extent of the sum or sums so paid. No person other than a Registered Owner, as
shown in the Registration Books, shall receive a Bond evidencing the obligation of the Issuer to
make payments of principal, premium, if any, and interest pursuant to this Resolution. Upon
delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in
this Resolution with respect to interest checks being mailed to the Registered Owner at the close
6
of business on the Record Date the word "Cede & Co." in this Resolution shall refer to such new
nominee of DTC.
(f) Successor Securities Depository; Transfer Outside Book -Entry -Only System. In
the event that the Issuer determines to discontinue the book -entry system through DTC or a
successor or DTC determines to discontinue providing its services with respect to the Bond, the
Issuer shall either (i) appoint a successor securities depository, qualified to act as such under
Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC
Participants of the appointment of such successor sec,urities depository andt ransfer one or more
separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants
of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC
Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no
longer be restricted to being registered in the Registration Books in the name of Cede & Co., as
nominee of DTC, but may be registered in the name of the successor securities depository, or its
nominee, or in whatever name or names the Registered Owner transferring or exchanging Bond
shall designate, in accordance with the provisions of this Resolution.
(g) Payments to Cede & Co. Notwithstanding any other provision of this Resolution
to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of
DTC, all payments with respect to principal of, premium, 1*f any, and interest on such Bond and
all notices With respect to such Bond shall be made and given, respectively, in the manner
provided in the Letter of Representations of the Issuer to DTC.
(h) DTC Blanket Letter of Representations. The Issuer confirms execution of a
Blanket Issuer Letter of Representations with DTC establishing the Book -Entry -Only System
which will be utilized with respect to the Bonds and authorizes the execution of such additional
letters of representation as may be required by DTC to utilize the Book -Entry -Only System for
the Bonds.
(i) Cancellation of Initial Bond. On the closing date, one Initial Bond representing
the entire principal amount of the Bonds, payable in stated installments to the order of the
designated representative of the Underwriters or its designee set forth in Section 25 of this
Resolution, executed by manual or facsimile signature of the President and Secretary of the
Board of Directors of the Issuer, approved by the Attorney General of Texas, and registered and
manually signed by the Comptroller of Public Accounts of the State of Texas, will be delivered
to such Underwriters set forth in Section 25 of this Resolution or its designee. Upon payment for
the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond and deliver to DTC on
behalf of such Underwriters one separate single fully registered Bond for each of the maturities
thereof registered in the name of Cede & Co., as nominee of DTC and except as provided in
Section 4(f), all of the outstanding Bonds shall be registered in the name of Cede & Co., as
nominee of DTC.
Section 5. FORM OF BOND. The form of the Bond, including the form o f Paying
Agent/Registrar's Authentication Certificate, the form of Assignment, the form of Initial Bond
and the form of Registration Certificate of the Comptroller of Public Accounts of the State of
Texas to be attached to the Initial Bond initially issued and delivered pursuant to this Resolution,
7
shall be, respectively, substantially as set forth in Exhibit "B" attached hereto, with such
appropriate variations, omissions, or insertions as are permitted or required by this Resolution,
including any reproduction of an opinion of counsel and information regarding the issuance of
any bond insurance policy,,
Section 6. PLEDGE. (a) The Bonds and any interest payable thereon (including any
BAM Reimbursement Amounts described in Section 30(7) hereof), together with the Previously
Issued Parity Obligations and any Additional Parity Obligations which may be issued in
accordance herewith and any interest payable thereon, are and shall be secured by and payable
from a first lien on and pledge of the Pledged Revenues, which lien on and pledge is prior in
right and claim to the lien and pledge on the Pledged Revenues securing the payment of any
outstanding Junior Lien Obligations and any outstanding Subordinate Lien Obligations; and the
Pledged Revenues are further pledged to the establishment and maintenance of the Debt Service
Fund and the 2021 Reserve Fund for the Bonds as hereinafter provided. The Bonds are and will
be secured by and payable only from the Pledged Revenues and amounts on deposit in the Debt
Service Fund and the 2021 Reserve Fund created in this Resolution, and not from amounts on
deposit in any other Funds or accounts of the Issuer, and are not secured by or payable from a
mortgage or deed of trust on any real, personal or mixed properties, including the Project.
(b) Chapter 1208, Government Code, applies to the issuance of the Bonds and the pledge
of Pledged Revenues granted by the Issuer under this Resolution, and such pledge is therefore
valid, effective and perfected. If Texas law is amended at any time while the Bonds are
outstanding and unpaid such that the pledge of Pledged Revenues granted by the Issuer under
this Resolution is to be subject to the filing requirements of Chapter 9, Business & Commerce
Code, then in order to preserve to the Registered Owners of the Bonds the perfection of the
security interest in said pledge, the Issuer agrees to take such measures as it determines are
reasonable and necessary under Texas law to comply with the applicable provisions of Chapter
9, Business & Commerce Code and enable a filing to perfect the security interest in said pledge
to occur.
Section 7. SPECIAL FUNDS. (a) The below listed currently existing special Funds are
hereby confirmed and shall be maintained on the books of the Issuer, s long as any of the Bonds
are outstanding and unpaid:
(i) "Round Rock Transportation and Economic Development Corporation
Revenue Fund," hereinafter called the "Revenue Fund."
"Round Rock Transportation and Economic Development Corporation
Debt Service Fund," hereinafter called the "Debt Service Fund."
(iiie) "Round Rock Transportation and Economic Development Corporation
Operating Fund, "hereinafter called the "Operating Fund."
(b) A special Fund entitled the "Round Rock Transportation and Economic Development
Corporation Senior Lien Sales Tax Revenue Bonds, Taxable Series 2021 Reserve Fund " and
hereinafter called the "2021 Reserve Fund" is hereby created and shall be established and
8
maintained on the books of the Issuer pursuant to Section I I hereof, so long as any of the Bonds
remain outstanding, hereinafter called the "2021 Reserve Fund."
(c) A special Fund entitled the "Round Rock Transportation and Economic
Development Corporation Senior Lien Sales Tax Revenue Bonds, Taxable Series 2021 Project
Fund "and hereinafter called the "2021 Project Fund" is hereby created and shall be established
and maintained on the books of the Issuer pursuant to Section 27 hereof, so long as any proceeds
of the Bonds remain on deposit therein, hereinafter called the "2021 Project Fund."
(e) Though all of such funds may be subaccounts of the City's funds held by the
Deno sito,11111, and, as such, not held in separate bank accounts, such treatment shall noco t nstitute a
col-ning mling of the monies in such Funds or of such Funds and the Issuer shall keep full and
complete records indicating the monies and investments credited to each of such Funds.
Section 8. REVENUE FUND. All Pledged Revenues shall be credited to the Revenue
Fund im-- mediately upon receipt as provided in the Transfer Agreement.
Section 9. FLOW OF FUNDS. All Pledged Revenues deposited and credited to the
Revenue Fund shall be pledged and appropriated to the extent required for the following uses
and in the order of priority shown:
FIRST: To the payment of the amounts required to be deposited in the Debt Service
Fund for the payment of debt service on the Parity Obligations as the same becomes due
and payable0
;
SECOND: On a pro rata basis, to (i) the 2021 Reserve Fund and each debt service
reserve fund created by the resolutions authorizing the Previously Issued Parity
Obligations and by any Additional Parity Obligations Resolution, which contains less
than the amount to be accumulated and/or maintained therein as provided in the
applicable resolution establishing such debt service reserve fund and (ii) make any
Reserve Fund Obligation PaymentD
THIRD: To the payment of the amounts required to be deposited in the debt service
fund for the Payment of debt service on the Junior Lien Obligations as the same becomes
due and payable;
FOURTH:* On a pro rata basis, to each debt service reserve fund created by a resolution
authorizing the issuance of Junior Lien Obligations which contains less than the amount
to be accumulated and/or maintained therein as provided in the resolution authorizing the
issuance of such Junior Lien Obligations;
FIFTH: To the payment of amounts required to be deposited in any other fund or
account required by the resolutions authorizing the Previously Issued Obligations or by
any Additional Parity Obligations Resolution;
9
SIXTH: To any fund or account held at any place or places, or to any payee, required by
any other resolution of the Board which authorizes the issuance of Junior Lien
Obligations; and
SEVENTH: To any fund or account held at any place or places, or to any payee,
required by any other resolution of the Board which authorizes the issuance of
Subordinate Lien Obligations; and
EIGHTH: To the payment of the amounts required for any lawful purpose.
Any Pledged Revenues remaining in the Revenue Fund after satisfying the foregoing
payments, or making adequate and sufficient provision for the payment thereof, shall be
transferred to the Operating Fund and may be appropriated and used for any other lawful purpose
now or hereafter permitted by law.
Section 10. DEBT SERVICE FUND. The Debt Service Fund is for the sole purpose of
40
paying the principal of and interest on the Parity Obligations Outstanding at any time, as the
same come due (including principal coming due as a result of any mandatory redemption of the
Parity Obligations). The Issuer covenants that there shall be deposited into the Debt Service
Fund prior to each principal and interest payment date from the Pledged Revenues an amount
equal to one hundred per cent (10,0%) of the interest on and the principal of the Parity
Obligations then falling due and payable, and such deposits to pay principal and accrued interest
on the Parity Obligations shall be made in substantially equal monthly installments on orr 11.11efore
the I Oth day of each month, beginning on or before the I Oth day of the month next following the
delivery of the Parity Obligations to the initial purchasers thereof; provided, however, that in any
Fiscal Year the Issuer may elect to fund the Debt Service Fund on an accelerated basis and at any
time when amounts on deposit in the Debt Service Fund are sufficient to make payment of all
principal and interest coming due on the Outstanding Parity Obligations within the next twelve
months, such deposits of Pledged Revenues to the Debt Service Fund may be discontinued, until
there is once again an amount less than the principal and interest coming due on the Outstanding
Parity Obligations within the next twelve months, at which time such deposits shall be resumed.
The required deposits to the Debt Service Fund for the payment of principal of and
interest on the Parity Obligations shall continue to be made as hereinabove provided until (i) the
total amount on deposit in the Debt Service Fund and in any applicable debt service reserve fund
(excluding any Reserve Fund Obligation) for Parity Obligations, including the 2021 Reserve
Fund for the Bonds, is equal to the amount required to fully pay and discharge all such Parity
Obligations (principal and interest) then Outstanding or (ii) the Parity Obligations are no longer
Outstanding.
Accrued interest and capitalized interest, if any, received from the initial purchaser of any
Parity Obligation shall be taken into consideration and reduce the amount of the semi-annual
deposits and credits hereinabove required into the Debt Service Fund.
Section 11. 2021 RESERVE FUND. (a) The Issuer hereby covenants and agrees with
the Owners of the Bonds that it will provide for the accumulation of, and when accumulated, will
10
thereafter continuously maintain in the 2021 Reserve Fund an amount equal to not less than the
Average Annual Debt Service Requirements of the Bonds (calculated on a Fiscal Year basis) (the
" Required Reserve Amount"). The 2021 Reserve Fund only secures the Bonds. Immediately
following the delivery date of the Bonds and at each subsequent time that the requirement to
maintain and accumulate the 2021 Reserve Fund is reinstated by this Section (each a
"Calculation Date"), the appropriate Issuer officials shall calculate and determine the Average
Annual Debt Service Requirements for the Bonds. After deducting the amount then on deposit
in the 2021 Reserve Fund, if any, from such calculation, the amount of the difference, if any,
shall be deposited in the 2021 Reserve Fund in sixty (60) substantially equal monthly payments
on or before the loth day of each month; the initial monthly deposit to be made on or before the
I Oth day of the month next following the Calculation Date. After the total amount required to be
on deposit in the 2021 Reserve Fund has been accumulated, monthly payments to said fund may
bete inatede provided, however, should the amount on deposit therein be reduced below the
Required Reserve Amount after the same has been accumulated, payments to said fund in an
amount equal to the deficiency shall be resumed and continued to be made on or before the I Oth
day of each month until the total amount then required to be on deposit in the 2021 Reserve Fund
has been fully restored. In the event money in the 2021 Reserve Fund is used for an authorized
purpose while monthly payments are being made to said fund, the amount required to restore the
sum then required to be on deposit therein shall be added to the payments then being made in the
following month or months until the total amount then required to be on deposit in said fund has
been fully restored. Any cash or investments purchased with such cash in the 2021 Reserve Fund
shall be drawn upon prior to any drawing upon any Reserve Fund Obligation.
(b) Notwithstanding the requirements of subsection (a) above, the Issuer may provide a
Reserve Fund Obligation issued in amounts equal to all or part of the Average Annual Debt
Service Requirements of the Bonds in lieu of depositing cash into the 2021 Reserve Fund;
provided, however, that no such Reserve Fund Obligation may be so substituted unless (i*) the
substitution of the Reserve Fund Obligation will not cause any ratings then assigned to the Bonds
to be lowered and (il*) the resolution authorizing the substitution of the Reserve Fund Obligation
for all or part of the Average Annual Debt Service Requirements of the Bonds contains (A) a
finding that such substitution is cost effective and (B) a provision that the interest due on any
repayment obligation of the Issuer by reason of payments made under such policy does not
exceed the highest lawful rate on interest which may be paid by the Issuer at the time of the
delivery of the Reserve Fund Obligation. The Issuer reserves the right to apply the proceeds of
the Revenue Fund to pa yment of the subrogation obligation incurred by the Issuer (includi*ng
interest) to the issuer of the Reserve Fund Obligation, the payment of which will result in the
reinstatement of such Reserve Fund Obligation, prior to making payment required to be made to
the 2021 Reserve Fund pursuant to the provisions of this Section to restore the balance in such
fund to the Required Reserve Amount. Any Reserve Fund Obligation on deposit in, or held for
the benefit of, the 2021 Reserve Fund shall be drawn upon by the Paying Agent/Registrar and
exhausted prior to making demand for payment under any bond insurance policy for the Bonds.
(c) In the event a Reserve Fund Obligation issued to satisfy all or part of the Issuer's
obligation with respect to the 2021 Reserve Fund causes the amount then on deposit in the 2021
Reserve Fund to exceed the Required Reserve Amount, the Issuer, may transfer such excess
amount to any fund or funds established for the payment of or security for the Bonds (including
11
any escrow established for the final payment of any of the Bonds pursuant to Chapter 1207,
Texas Government Code) or use such excess amount for any lawful purpose now or hereafter
provided by law.
(d) Notwithstanding anything to the contrary contained herein, the requirement set forth
in subsection (a) above to maintain and accumulate the Required Reserve Amount in the 2021
Reserve Fund shall be suspended for such time as the Pledged Revenues for each Fiscal Year
(including Fiscal Years prior to the delivery date of the Bonds) are equal to at least 1.40 times
the Maximum Annual Debt Service Requirements of all then Outstanding Parity Obligations. In
the event that the Pledged Revenues for any Fiscal Year are less than 1.40 times the Maximum
Annual Debt Service Requirements of all then Outstanding Parity Obligations, the Issuer will be
required to commence maintaining or accumulating the Required Reserve Amount in the 2021
Reserve Fund as provided in this Section, and to continue maintaining or accumulating the
Required Reserve Amount in the 2021 Reserve Fund until the earlier of (i) such time as the 2021
Reserve Fund is fully funded to the Required Reserve Amount or (11) the Pledged Revenues in
each of two consecutive years have been equal to not less than 1.40 times the Maximum Annual
Debt Service Requirements of all then Outstanding Parity Obligations. Notwithstanding the
provisions of subsection (a) above, i*f the Issuer commences deposits in the 2021 Reserve Fund
and later is authorized to suspend payments into the fund under this Section any funds so
accumulated in the 2021 Reserve Fund may, at the discretion of the Issuer: (i) remain in the 2021
Reserve Fund or (ii) be used for any lawful purpose including additional projects or to pay debt
service on the Bonds.
Section 12. OPERATING FUND. Amounts on deposit in the Operating Fund may be
(i) used to complete and maintain the Project, (n) applied to pay or redeem any Parity
Obligations at the option of the Issuer, or (1*il*) applied for any other lawful purpose of the Issuer.
Section 13. TRANSFER. (a) Pursuant to the provisions of the Transfer Agreement,
which is hereby reconfirmed and approved, the City has agreed to do any and all things
necessary to accomplish the transfer of the Sales Tax collected for the benefit of the Issuer to the
Revenue Fund on a monthly basis. The Transfer Agreement shall govern. matters with respect to
the collection of the Sales Taxes from the Comptroller, credits and refunds due and owing to the
Comptroller, and other matters with respect to the collection and transfer of the Sales Tax.
(b) The President (or other officer of the Issuer then having the primary responsibility for
the financial affairs of the Issuer) and the Secretary of the Board are hereby ordered to do any
and all things necessary to accomplish the transfer of money to the Funds established hereby in
ample time to pay the principal of and interest on the Bonds.
Section 14. INVESTMENTS. Money in any Fund established by this Resolution may,
at the option of the Board, be invested in Permitted Investments; provided that all such
investments shall be made in such manner that the money required to be expended from any
Fund will be available at the proper time or times. Investment earnings realized on investments
attributable to the Debt Service Fund shall be retained therein and shall constitute a credit against
the amount of money that is required to be on deposit therein for each payment of principal or
interest,, Investment earnings realized on investments attributable to the 2021 Reserve Fund shall
12
be retained therein at all times when there is less than the Required Reserve Amount on deposit
therein; at all other times such earnings shall be deposited to the Debt Service Fund. Investment
earnings realized on investments attributable to the Operating Fund shall be retained therein.
Money in the 2021 Reserve Fund shall not be invested in securities maturing later than 18
months from the date of acquisition of such securities by the Issuer. Such investments shall be
valued in terms of current market value as of the last day of each Fiscal Year. Such investments
shall be sold promptly when necessary to prevent any default in connection with the Parity
Obligations.
Section 15. FUNDS SECURED. Money in all Funds created by this Resolution, to the
extent not invested, shall be secured in the manner prescribed by law for securing funds of the
City.
Sect40 40
ion 16, PAYMENT. While any of the Parity Obligations are outstanding, the Issuer
shall transfer to the respective paying agent/registrar therefor, from funds on deposit in and
credited to the Debt Service Fund, and, if necessary, in any applicable debt service reserve funds
for such Parity Obligations, including the 2021 Reserve Fund for the Bonds, amounts sufficient
to fully pay and discharge promptly the interest on and principal of the Parity Obligations as
shall become due on each interest or principal payment date, or date of redemption of the Parity
Obligations; such transfer of funds must be made in such manner as will cause immediately
available funds to be deposited with each respective paying agent/registrar for the Parity
Obligations not later than the business day next preceding the date such payment is due on the
Parity Obligations. The Paying Agent/Registrar shall destroy all paid Parity Obligations and
furnish the Issuer with an appropriate certificate of cancellation or destruction.
Section 17. DEFICIENCIES - EXCESS PLEDGED REVENUES. (a) If on any
occasion there shall not be sufficient Pledged Revenues (after making all payments pertaining to
all Parity Obligations) to make the required deposits and credits to the Debt Service Fund and
any applicable debt service reserve funds for Parity Obligations, including the 2021 Reserve
Fund for the Bonds, then such deficiency shall be cured as soon as possible from the next
available unallocated Pledged Revenues, or from any other sources available for such purpose,
and such deposits and credits shall be in addition to the amounts otherwise required to be
deposited and credited to these Funds.
b Subject to making the deposits and credits required by this Resolution, the
resolutions authorizing the issuance of the Previously Issued Parity Obligations and any
Additional Parity Obligations Resolution, or the payments and credits required by the provisions
of the resolutions authorizing the issuance of Junior Lien Obligations or Subordinate Lien
Obligations hereafter issued by the Issuer, the excess Pledged Revenues may be used for any
lawful purpose.
Section 18. ADDITIONAL PARITY OBLIGATIONS. The Issuer shall have the right
and power at any time and from time to time and in one or more series or issues, to authorize,
issue and deliver Additional Parity Obligations, in accordance with law, in any amounts, for any
lawful purpose including the refunding of any Parity Obligations, Junior Lien Obligations,
Subordinate Lien Obligations or other obligations of the Issuer. Such Additional Parity
13
Obligations, if and when authorized, issued and delivered in accordance with this Resolution,
shall be secured by and made payable equally and ratably on a parity with all other Outstanding
Parity Obligations, from the lien on and pledge of the Pledged Revenues herein granted. No
installment, series or issue of Additional Parity Obligations shall be issued or delivered unless:
(a) The President of the Issuer (or other officer of the Issuer then having the
primary responsibility for the financial affairs of the Issuer) shall have executed a
certificate stating that, to the best of his or her knowledge and belief, the Issuer is not
then in default as to any covenant, obligation or agreement contained in this Resolution40
the resolutions authorizing the issuance of the Previously Issued Parity Obligations or any
Additional Parity Obligations Resolution.
(b) The Issuer has secured from a certified public accountant a certificate or
opinion to the effect that, according to the books and records of the Issuer, the Pledged
Revenues received by the Issuer for either (i) the last completed Fiscal Year next
preceding the adoption of the Additional Parity Obligations Resolution or (ii) any twelve
(12) consecutive months out of the previous eighteen (18) months next preceding the
adoption of the Additional Parity Obligations Resolution equal to not less than 1.40 times
the Maximum Annual Debt Service Requirements for all Parity Obligations then
Outstanding after giving effect to the issuance of the Additional Parity Obligations then
being issued and 1.0 times the average annual debt service requirements (computed in the
same manner as for Parity Obligations) of any Reserve Fund Obligation Payment, Parity
Obligations, Junior Lien Obligations and Subordinate Lien Obligations to be outstanding
after the issuance of the then Proposed Additional Parity Obligations.
(c) In addition to the 2021 Reserve Fund for the Bonds and any debt service
reserve funds for the Previously Issued Parity Obligations, the Issuer may create and
establish a debt service reserve fund pursuant to the provisions of any Additional Parity
Obligations Resolution for the purpose of securing that particular issue or series of Parity
Obligations or any specific group of issues or series of Parity Obligations and the
amounts once deposited or credited to said debt service reserve funds shall no longer
constitute Pledged Revenues and shall be held solely for the benefit of the owners of the
particular Parity Obligations for which such debt service reserve fund was established.
Each such debt service reserve fund shall be designated in such manner as is necessary to
identify the Parity Obligations it secures and to distinguish such debt service reserve fund
from the 2021 Reserve Fund and the debt service reserve funds created for the benefit of
other Parity Obligations.
(d) No Additional Parity Obligations may be issued without prior written
consent of any applicable Bond Insurer if any Reserve Fund Obligation Payment is past
due and owing to any Bond Insurer and such Bond Insurer is not in default under the
payment provisions of the Reserve Fund Obligation.
Section 19. JUNIOR LIEN AND SUBORDINATE DEBT. Except as may be limited
40
by resolution, the Issuer shall have the right to issue or create Ju or Lien Obligations and
Subordinate Lien Obligations payable from or secured by a lien on all or any part of the Pledged
14
Revenues for any lawful purpose without complying with the provisions of Section 18 hereof,
provided the pledge and the lien securing such debt is subordinate to the pledge and lien
established, made and created in Section 6 of this Resolution with respect to the Pledged
Revenues to the payment and security of the Parity Obligations.
Section 20. GENERAL COVENANTS. The Issuer further covenants and agrees that in
accordance with and to the extent required or permitted by law:
(a) It will faithfully perform at all times any and all covenants, undertakings,
stipulations, and provisions contained in this Resolution and in every Bond; it will
promptly pally or cause to be paid the principal of and interest on every Bond on the dates
and in the places and manner prescribed in this Resolution and the Bonds; and it will, at
the times and in the manner prescribed, deposit or cause to b deposited the amounts
required to be deposited into the Funds created hereby; and any Registered Owner of the
Bonds may require the Issuer, its officials and employees to carry out, respect or enforce
the covenants and obligations of this Resolution, by all legal and equitable means,
including sinecificaY9 llbut without limitation, the use and filing of mandamus
Q;Pproceedings, in any court of competent jurisdiction, against the Issuer, its officials and
employees, or by the appointment of a receiver in equity.
(b) It is a duly created and existing industrial development corporation, and is
duly authorized under the laws of the State of Texas, including the Act, to issue the
Bonds; all action on its part for the issuance of the Bonds has been duly and effectively
taken, and that the Bonds in the hands of the Registered Owners thereof are and will be
valid and legally binding special obligations of the Issuer in accordance with their terms
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 general principles of equity which permit the
exercise of judicial discretion.
(c) (i) The Issuer hereby confirms the earlier levy by the City of the Sales Tax at
the rate voted at the Election, and the Issuer hereby warrants and represents that the City
has duly and lawfully ordered the imposition and collection of the Sales Tax upon all
sales, uses and transactions as are permitted by and described in the Act throughout the
boundaries of the City as such boundaries existed on the date of said Election and as they
may be expanded from time to time.
(ii) For so long as any Bonds are Outstanding, the Issuer covenants,
agrees and warrants to take and pursue all action permissible under applicable law
to cause the Sales Tax, at said rate or at a higher rate if permitted by applicable
law, to be levied and collected continuously, in the manner and to the maximum
extent permitted by applicable law, and to cause no reduction, abatement or
exemption in the Sales Tax or rate of tax below the rate stated, confirmed and
ordered in subsection (c)(i) of this Section to be ordered or permitted so long as
any Bonds shall remain Outstanding.
15
(iii) If the City shall be authorized hereafter by applicable law to apply,
impose and levy the Sales Tax on any taxable items or transactions that are not
subject to the Sales Tax on the date of the adoption hereof, the Issuer, to the
extent it legally may do so, hereby covenants and agrees to use its best efforts to
cause the City to take such action as may be required by applicable law to subject
such taxable items or transactions to the Sales Tax.
(iv) The Issuer agrees to take and pursue all action permissible under
applicable law to cause the Sales Tax to be collected and remitted and deposited
as herein required and as required by the Act, at the earliest and most frequent
times permitted bY applicable law.
(v) The Issuer agrees and covenants at all times to use its best efforts to
cause the City to comply with the Transfer Agreement.
(d) It will keep proper books of record and account in which full, true and correct
entries will be made of all dealings, activities and transactions relating to the Project, the
Pledged Revenues and the Funds created pursuant to this Resolution, and all books,
documents and vouchers relating thereto shall at all reasonable time b ade available
for inspection upon request of any Registered Owner of the Bonds.
(e) It will maintain its corporate existence during the time that any Bonds are
Outstanding hereunder.
Section 21. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall be
deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of
this Resolution, 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 a nationally recognized
independent financial analyst or firm of certified public accountants 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
41
by the Issuer with the Paying Agent/Registrar or an eligible trust company or commercial bank
for the payment of its services until all Defeased Bonds shall have become due and payable or
(3) any combination of (1) and (2). At such time as a Bond shall be deemed to be a Defeased
Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer be secured by,
payable from, or entitled to the benefits of, the Pledged Revenues herein pledged as provided in
this Resolution, and such principal and interest shall be payable solely from such money or
Defeasance Securities, and thereafter the Issuer will have no further responsibility with respect to
amounts available to such Paying Agent/Regi*strar (or other financial institution permitted by
16
applicable law) for the payment of such Defeased Bond, including any insufficiency therein
caused by the failure of the Paying Agent/Registrar (or other financial institution permitted by
law) to receive payment when due on the Defeasance Securities.
(b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of a
Bond as aforesaid whenroner no
Ptice of redemption of such Bonds shall have been given or
upon the establishment of irrevocable provisions for the giving of such notice, in accordance
with this Resolution. 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
Issuer's Board of Directors 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 Issuer.
(c) Notwithstanding any provision of any other Section of this Resolution which may
be contrary to the provisions of this Section, all money or Defeasance Securities set aside and
held in trust pursuant to the provisions of this Section for the payment of principal of the Bonds
and premium, if any, and interest thereon, shall be applied to and used solely for the payment of
the particular Bonds and premium, if any, and interest thereon, with respect to which such money
or Defeasance Securities have been so set aside in trust. Until all Defeased Bonds shall have
become due and payable, the Paying Agent/Registrar shall perform the services of Paying
Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the
Issuer shall make proper arrangements to provide and pay for such services as required by this
Resolution.
(d) Notwithstanding anything elsewhere in this ResolutIV ion, if money or Defeasance
Securities have been deposited or set aside with the Paying Agent/Registrar or an eligible trust
company or commercial bank pursuant to this Section for the payment of Bonds and such Bonds
shall not have in fact been actually paid in full, no amendment of the provisions of this Section
shall be made without the consent of the Registered Owner of each Bond affected thereby.
(e) Notwithstanding the provisions of subsection (a) immediately above, to the extent
that, upon the defeasance of any Defeased Bond to be paid at its maturity, the Issuer retains the
right under Texas law to later call that Defeased Bond for redemption in accordance with the
provisions of this Resolution, the Issuer may call such Defeased Bond for redemption upon
complying with the provisions of Texas law and upon the satisfaction of the provisions of
subsection (a) immediately above with respect to such Defeased Bond as though it was being
defeased at the time of the exercise of the option to redeem the Defeased Bond and the effect of
the redemption is taken into account in determining the sufficiency of the provisions made for
the payment of the Defeased Bond.
Section 22. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
BONDS. (a) Replacement Bonds. In the event any Outstanding Bond is damaged, mutilated,
lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and
17
delivered, a new Bond of the same principal amount, maturity, and interest rate, as the damaged,
mutilated, lost, stolen, or destroyed Bond, in replacement for such Bond in the manner
hereinafter provided.
(b) Application for Replacement Bonds. Application for replacement of damaged0
mutilated, lost, stolen, or destroyed Bonds shall be made by the Registered Owner thereof to the
Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the Registered
Owner applying for a replacement bond shall furnish to the Issuer 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 Issuer 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/Regl*strar for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section,
in the event any such Bond shall have matured, and no default has occurred which is then
continuing in the payment of the principal of, redemption premium, if any, or interest on the
Bond, the Issuer may authorize the payment of the same (without surrender thereof except in the
case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security
or indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement
Bond, the Paying AgenURegistrar shall charge the Registered Owner of such Bond with all legal,
-c;p
printing, and other expenses in connection therewith. Every replacement Bond issued pursuant
to the provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed
shall constitute a contractual obligation of the Issuer 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 Resolution equally and proportionately with any and all other Bonds duly issued
under this Resolution.
(e) Authority for Issuing Replacement Bonds. In accordance with Subchapter B of
Chapter 1206, Texas Government Code, as amended, this Section shall constitute authority for
the issuance of any such replacement Bond without necessity of further action by the governing
body of the Issuer or any other body or person, and the duty of the replacement of such Bonds is
hereby authorized and imposed upon the Paying Agent/Regi*strar, and the Paying Agent/Registrar
shall authenticate and deliver such Bonds in the form and manner and with the effect, as
provided in Section 4(a) of this Resolution for Bonds issued in conversion and exchange for
other Bonds.
Section 23. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION; CUSIP NUMBERS AND BOND INSURANCE, IF OBTAINED.
The President of the Issuer's Board of Directors I*s hereby authorized to have control of the Initial
Bond issued and delivered hereunder and all necessary records and proceedings pertaining to the
Bonds pending their delivery and their investigation, examination, and approval by the Attorney
General of the State of Texas, and their registration by the Comptroller of Public Accounts of the
State of Texas. Upon registration of the Bonds the Comptroller of Public Accounts (or a deputy
18
designated in writing to act for the Comptroller) shall manually sign the Comptroller's
Registration Certificate attached to the Initial Bond, and the seal of the Comptroller shall be
impressed, or placed in facsimile, on such certificate. The approving legal opinion of the
Issuer's Bond Counsel and the assigned CUSIP numbers may, at the option of the Issuer, be
printed on the Bonds issued and delivered under this Resolution, but neither shall have any legal
effect, and shall be solely for the convenience and information of the Registered Owners of the
Bonds. In addition, if bond insurance or other credit enhancement is obtained, the Bonds may
bear an appropriate legend as provided by the insurer.
Section 24. RESERVED.
Section 25. SALE OF BONDS. The Bonds are hereby sold and shall be delivered to
9 as representative of the underwriters of the Bonds (collectively,
the "Underwriters"), at the price of $ (which amount is equal to the
principal amount of the Bonds of $ less an underwriting discount of
$ ) , all pursuant to the terms and provisions of a Purchase Agreement in
substantially the form attached hereto as Exhibit "D" which the President or Vice President of
the Board of Directors of the Issuer is hereby authorized and directed to execute and deliver, and
which the Secretary of the Board of Directors of the Issuer is hereby authorized and directed to
attest. The Issuer will initially deliver to the Underwriters one certificate for each maturity of the
Bonds authorized under this Resolution. The Bonds shall initially be registered in the name of
Citigroup Global Markets Inc.
In consultation with, and reliance upon the advice of the financial advisor for the Issuer,
the Issuer's Board of Directors hereby finds the terms and sale of the Bonds are the most
10
advantageous reasonably available on the date and time of the pricing of the Bonds given the
then existing market conditions and the stated terms of sale on such date and time and
accordingly that such terms are in the best interest of the Issuer.
Section 26. APPROVAL OF OFFICIAL STATEMENT. The Board of the Issuer
hereby approves the form and content of the Official Statement relating to the Bonds and any
addenda, supplement or amendment thereto, and approves the distribution of such Official
Statement in the reoffering of the Bonds by the Underwriters i*n final form, with such changes
therein or additions thereto as the officer executing the same may deem advisable, such
determination to be conclusively evidenced by his execution thereof,, The distribution and use of
the Preliminary Official Statement dated April , 2021 prior to the date hereof is confirmed,
approved and ratified. The Board of the Issuer hereby finds and determines that the Preliminary
Official Statement and final Official Statement were "deemed final" (as that term is defined in 17
CFR Section 240.15c (2)-12) as of their respective dates.
Section 27. USE OF BOND PROCEEDS; PROJECT AGREEMENT; 2021
PROJECT FUND. The proceeds from the sale of the Bonds (except for capitalized interest and
accrued interest, if any, which shall be deposited to the Debt Service Fund), shall be deposited
into the 2021 Project Fund of the Issuer and used to pay Costs of the Project. In accordance with
Section 501.152(6) of the Local Government Code, capitalized interest on the Bonds is limited to
19
before and during construction of the Project and until the first anniversary of the date the
construction of the Project is completed.
Notwithstanding the provisions of Section 9 hereof, interest earnings on amounts on
deposit 1"n the 2021 Project Fund shall be used to pay Costs of the Project or, at the option of the
Issuer, transferred to the Debt Service Fund and used to pay amounts coming due with respect to
the Bonds., The Project Agreement, in substantially the form and substance as attached hereto as
Exhibit "E", is hereby approved and the President and the Secretary f the Board of Directors are
hereby authorized to execute, attest, seal and deliver the Project Agreement.
Section 28. EXECUTION OF DOCUMENTS. The President, Vice President and
Secretary of the Board of the Issuer are each hereby authorized to execute, deliver, attest and
affix the seal of the Issuer to all documents and instruments necessary and appropriate in
connection with the issuance, sale and delivery of the Bonds, including, without limitation, the
Purchase Agreement, Project Agreement, the Paying Agent/Registrar Agreement and the DTC
Blanket Issuer Letter of Representations.
Section 29. CONTINUING DISCLOSURE UNDERTAKING.
(a) Annual Reports. The Issuer shall provide annually to the MSRB, (1) within six
months after the end of each fiscal year of the Issuer ending in or after 2021, financial
information and operating data with respect to the Issuer of the general type included in the final
Official Statement authorized by Section 26 of this Resolution, being information of the type
described in Exhibit "C" hereto, including financial statements of the Issuer if an audit is
conducted separate and independent of the audit of the City, but if the audit of the City includes
an audit of the Issuer, then those portions of the City's audit relating to the Issuer if such audited
financial statements are then available, and (2) if not provided as part of such financial
information and operating data, audited financial statements of the Issuer or the City, as
applicable, when and if available. Any financial statements to be provided shall be (i) prepared
in accordance with the accounting principles described in Exhibit "C" hereto, or such other
0
accounting principles as the Issuer may be required to employ from time to time pursuant to state
law or regulation, and in substantially the form included in the Official Statement, and (il*)
audited, if the Issuer or the City, as applicable, commissions an audit of such financial statements
and the audit is completed within the period during which they must be provided. If the audit of
such financial statements is not complete within 12 months after any such fiscal year end, then
the Issuer shall file unaudited financial statements within such 12-month period and audited
financial statements for the apIi
pcable fiscal year, when and if the audit reort on such statements
p
becomes available.
If the Issuer changes its fiscal year, it will file notice of the change (and of the date of the
new fiscal year end) with the MSRB prior to the next date by which the Issuer otherwise would
be required to provide financial information and operating data pursuant to this Section.
20
(b) Event Notices. The Issuer shall file notice of any of the following events with
respect to the Bonds with the MSRB in a timely manner and not more than 10 business days after
the occurrence of the event:
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or
other material notices or determinations with respect to the tax status of the Bonds, or
other material events affecting the tax status of the Bonds;
(7) Modifications to rights of holders of the Bonds, if material;
(8) Bond calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Bonds, if
material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership, or similar event of the Issuer;
(13) The consummation of a merger, consolidation, or acquisition involving the Issuer
or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary
course of business, the entry into a definitive agreement to undertake such an action or
the termination of a definitive agreement relating to any such actions, other than pursuant
to its terms, if material; and
(14) Appointment of a successor or additional trustee or the change of name of a
trustee, if material; and
(15) Incurrence of a Financial Obligation of the Issuer, if material, or agreement to
0
covenants, events of default, remedies, priority rights, or other similar terms of a
Financial Obligation of the Issuer, any of which affect security holders, if material; and
(16) Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a Financial Obligation of the Issuer, any of which
reflect financial difficulties.
21
For these purposes, (a) any event described in the immediately preceding paragraph (12)
is considered to occur when any of the following occur: the appointment of a receiver, fiscal
agent, or similar officer for the Issuer in a proceeding under the United States Bankruptcy Code
or in any other proceeding under state or federal law in which a court or governmental authority
has assumed jurisdiction over substantially all of the assets or business of the Issuer, or if such
jurisdiction has been assumed by leaving the existing governing body and officials or officers of
the Issuer in possession but subject to the supervision and orders of a court or governmental
authority, or the entry of an order confirming a plan of reorganization, arrangement, or
liquidation by a court orgovernmental authority having supervision or jurisdiction over
substantially all of the assets or business of the Issuer and (b) the Issuer intends the words used in
the immediately preceding paragraphs (15) and (16) and the definition of Financial Obligation in
this Section to have the same meanings as when they are used in the Rule, as evidenced by SEC
Release No. 34-83885 dated August 20, 2018.
0
The Issuer shall file notice with the MSRB, in a timely manner, of any failure by the
Issuer to provide financial information or operating data in accordance with subsection (a) of this
Section by the time required by such subsection.,
(C) Limitations, Disclaimers., and Amendments. The Issuer shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so long
as, the Issuer remains an "obligated person " with respect to the Bonds within the meaning of the
Rule, except that the Issuer in any event will give notice of any deposit that causes the Bonds to
be no longer Outstanding in accordance with Section 21 of this Resolution.
The provisions of this Section are for the sole benefit of the holders and beneficial
owners of the Bonds, and nothing i*n this Section, express or implied, shall give any benefit or
any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the Issuer's financial results, condition, or Prospects or hereby undertake to
update any information provided in accordance with this Section or otherwise, except as
expressly provided herein. The Issuer makes no representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE
HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITH OR WITHOUT
FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY
RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON
ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR
MANDAMUS OR SPECIFIC PERFORMANCE.
22
No default by the Issuer in observing or performing its obligations under this Section
shall constitute a breach of or default under this Resolution for purposes of any other provision
of this Resolution.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the Issuer under federal and state securities laws.
The provisions of this Section may be amended by the Issuer from time to time to adapt
to changed circumstances that arise from a change in legal requirements, a change in law, or a
change in the identity, nature, status, or type of operations of the Issuer, but only if (1) the
40
provisions of this Section, as so amended, would have permitted an underwriter to purchase or
sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account
any amendments or interpretations of the Rule to the date of such amendment as well as such
0
changed circumstances, and (2) either (a) the holders of a majority in aggregate principal amount
of the Outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the
Issuer (such as nationally recognized bond counsel) d t rmiones that such amendment will not
materially impair the interests of the holders and beneficial owners of the Bonds. The Issuer
may also repeal or amend the provisions osf thiSection if the SEC amends or repeals the
applicable provisions of the Rule or any court of final jurisdiction enters judgment that such
provisions of the Rule are invalid, and the Issuer also may amend the provisions of this Section
in its discretion in any other manner or circumstance, but in either case only if and to the extent
that the provisions of this sentence would not have prevented an underwriter from lawfully
purchasing or selling Bonds in the primary offering oef thBonds, giving effect to (i) such
provisions as so amended and (ii) any amendments or interpretations of the Rule. If the Issuer so
amends the provisions of this Section, the Issuer shall include with any amended financial
information or operating data next provided in accordance with this subsection (a) of this Section
an explanation, 1"n narrative form, of the reasons for the amendment and of the impact of any
change in the type of financial information or operating data so provided.
d Format, Identifying Information, and Incorparation by Reference. All financial
information, operating data, financial statements, and notices required by this Section to be
provided to the MSRB shall be provided in an electronic format and be accompanied by
identifying information prescribed by the MSRB.
Financial information and operating data to be provided pursuant to subsection (a) of this
Section may be set forth in full in one or more documents or may be included by specific
reference to any document (including an official statement or other offering document) available
to the public on the MSRB's Internet Web site or filed with the SEC.
Section 30. PROVISIONS RELATING TO BOND INSURANCE. It is hereby
determined that it is financially desirable and advantageous that the Bonds are to be sold with the
0
principal of and interest thereon being insured by BAM (defined below) as the Bond Insurer
pursuant to -the Policy (defined below). The Issuer covenants and agrees, so long as BAM is not
in default under the Policy, to the following the following provisions will apply:
23
1. Notice and Other Information to be given to BAM. The Issuer will provide BAM
with all notices and other information it is obligated to provide (i) under its continuing disclosure
undertaking in Section 29 of this Resolution and (il*) to the holders of the Bonds.
The notice address of BAM is: Build America Mutual Assurance Company, 200 Liberty
Street, 27th Floor, New York, NY 10281, Attention: Surveillance, Re: Policy No.
Telephone: (212) 235-2500, Telecopier: (212) 235-1542, Email:
notices@buildamerica.com. In each case in which notice or other communication refers to an
event of default or a claim on the Policy, then a copy of such notice or other communication
shall also be sent to the attention of the General Counsel at the same address and at
claims@buildamerica.com or at Telecopier: (212) 235-5214 and shall be marked to indicate
"URGENT MATERIAL ENCLOSED."
2. Defeasance. The investments in the defeasance escrow relating to the Bonds shall be
limited to non -callable, direct obligations of the United States of America and securities fully
and unconditionally guaranteed as to the timely payment of principal and interest by the United
States of America, or as otherwise maybe authorized under State law and approved by BAM.
At least (three) 3 business days prior to any defeasance with respect to the Bonds, the
40
Issuer shall deliver to BAM draft copies of an escrow agreement, an opinion of bond counsel
regarding the validity and enforceability of the escrow agreement and the defeasance of the
Bonds and a verification report (a "Verification Report") prepared by a nationally recognized
independent financial analyst or firm of certified public accountants regarding the sufficiency of
the escrow fund. Such opinion and Verification Report shall be addressed to BAM and shall be
i n form and substance satisfactory to BAM. In addition, the escrow agreement shall provide
that:
a. Any substitution of securities following the execution and delivery of the
escrow agreement shall require the delivery of a Verification Report and the prior written
consent of BAM, which consent will not be unreasonably withheld.
b. The Issuer will not exercise any prior optional redemption of Bonds
secured by the escrow agreement or any other redemption other than mandatory sinking
fund redemptions unless (i) the right to make any such redemption has been expressly
reserved in the escrow agreement and such reservation has been disclosed in detail in the
official statement for the refunding bonds, and (11) as a condition to any such redemption
there shall be provided to BAM a Verification Report as to the sufficiency of escrow
receipts without reinvestment to meet the escrow requirements remaining following any
such redemption.
ce The Issuer shall not amend the escrow agreement or enter into a forward
purchase agt thgreement with respect to ri
reemenor oer aghts in the escrow without the
prior written consent of BAM.
319 Payina Aaent.
24
a. BAM shall receive prior written notice of any name change of the paying
agent (the "Paying Agent" ) for the Bonds or the resignation or removal of the Paying
Agent.
b. No removal, resignation or termination of the Paying Agent shall take
effect until a successor, meeting the requirements above or acceptable to BAM, shall be
qualified and appointed.
4. Amendments, Supplements and Consents. BAM's prior written consent is
required for all amendments and supplements to this Resolution, with the exceptions noted
below. The Issuer shall send copies of any such amendments or supplements to BAM and the
rating agencies which have assigned a rating to this Resolution.
a. Consent of BAM. Any amendments or supplements to this Resolution shall
require the prior written consent of BAM with the exception of amendments or supplements:
i. To cure any ambiguity or formal defect or omissions or to correct
any inconsistent provisions in the transaction documents or in any supplement
thereto , or
ii. To grant or confer upon the holders of the Bonds any additional
rights, remedies, powers, authority or security that may Iawfully be granted to or
conferred upon the holders of the Bonds, or
iiie To add to the conditions, limitations and restrictions on the
issuance of bonds or other obligations under the provisions of this Resolution
other conditions, limitations and restrictions thereafter to be observed, or
iv. To add to the covenants and agreements of the Issuer in this
Resolution other covenants and agreements thereafter to be observed by the Issuer
or to surrender any right or power therein reserved to or conferred upon the
Issuer; or
Ve To issue additional parity debt in accordance with the requirements
set forth in this Resolution (unless otherwise specified herein).
b. Consent of BAM in Addition to Bondholder Consent. Whenever this
Resolution requires the consent of holders of the Bonds, BAM's consent shall also be
required. In addition, any amendment, supplement, modification to, or waiver of, this
0
Resolution that adversely affects the rights or interests of BAM shall be subject to the
prior written consent of BAM.
ce Consent of BAM in the Event of Insolvencv. Any reorganization or
liquidation plan with respect to the Issuer must be acceptable to BAM. In the event of
any reorganization or liquidation of the Issuer, BAM shall have the right to vote on behalf
of all holders of the Bonds absent a continuing failure by BAM to make a payment under
the Policy.
25
d. Consent of BAM Upon Default. Anything in this Resolution to the
contrary notwithstanding, upon the occurrence and continuance of a default or an event of
default, BAM shall be entitled to control and direct the enforcement of all rights and
remedies granted to the holders of the Bonds or Paying Agent for the benefit of the
holders of the Bond under this Resolution. No default or event of default may be waived
without BAM's written consent.
e. IAM as Owner. Upon the occurrence and continuance of a default or an
event of default, BAM shall be deemed to be the sole owner of the Bonds for all purposes
under the Bonds, including, without limitations, for purposes of exercising remedies and
approving amendments.
f Grace Period for Payment Defaults. No grace period shall be permitted
for payment defaults on the Bonds. No grace period for a covenant default shall exceed
30 days without the prior written consent of BAM.
910 Special Provisions for Insurer Default. If an Insurer Default shall occur
and be continuing, then, notwithstanding anything i*n paragraphs 4(a)-(e) above to the
contrary, (1) if at any time prior to or following an Insurer Default, BAM has made
payment under the Policy, to the extent of such payment BAM shall be treated like any
other holder of the Bonds for all purposes, including giving of consents, and (2) if BAM
has not made any payment under the Policy, BAM shall have no further consent rights
until the particular Insurer Default is no longer continuing or BAM makes a payment
under the Policy, in which event, the foregoing clause (1) shall control. For purposes of
this paragraph, "Insurer Default" means: (A) BAM has failed to make any payment
under the Policy when due and owing in accordance with its terms; or (B) BAM shall (i)
voluntarily commence any proceeding or file any petition seeking relief under the United
States Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency or
similar law, (ii) consent to the institution of or fail to controvert in a timely and
appropriate manner, any such proceeding or the filing of any such petition, (iii) apply for
or consent to the appointment of a receiver, trustee, custodian, sequestrator or similar
official for such party or for a substantial part of its property, (iv) file an answer
admitting the material allegations of a petition filed against it in any such proceeding, (v)
make a general assignment for the benefit of creditors, or (vi) take action for the purpose
of effecting any of the foregoing; or (C) any state or federal agency or instrumentality
shall order the suspension of payments on the Policy or shall obtain an order or grant
approval for the rehabilitation, liquidation, conservation or dissolution of BAM
(including without limitation under the New York Insurance Law).
5. BAM as Third Party Beneficiary. BAM is recognized as and shall be deemed to
be a third party beneficiary of the Bonds and may enforce the provisions of the Bonds as if it
were a party thereto.
26
6,9 Payment Procedure Under the Poli . In the event that principal and/or interest
due on the Bonds shall be paid by BAM pursuant to the Policy, the Bonds shall remain
outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by
the Issuer, the assignment and pledge of the trust estate and all covenants, agreements and other
obligations of the Issuer to the registered owners shall continue to exist and shall run to the
benefit of BAM, and BAM shall be subrogated to the rights of such registered owners including,
without limitation, any rights that such owners may have in respect of securities law violations
arising from the offer and sale of the Bonds.
In the event that on the second (2nd) business day prior to any payment date on the
Bonds, the Paying Agent has not received sufficient moneys to pay all principal of and interest
on the Bonds due on such payment date, the Paying Agent shall immediately notify BAM or its
designee on the same business day by telephone or electronic mail, of the amount of the
deficiency. If any deficiency is made up in whole or in part prior to or on the payment date, the
Paying Agent shall so notify BAM or its designee.
In addition, if the Paying Agent has notice that any holder of the Bonds has been
9
required to disgorge P aY ments of principal of or interest on the Bonds pursuant to a fiinal, non -
appealable order by a court of competent jurisdiction that such payment constitutes an
avoidable preference to such holder within the meaning of any applicable bankruptcy law, then
the Paying Agent shall notify BAM or its designee of such fact by telephone or electronic mail,
or by overnight or other delivery service as to which a delivery receipt is signed by a person
authorized to accept delivery on behalf of BAM.
The Paying Agent shall irrevocably be designated, appointed, directed and authorized to
act as attorney -in -fact for holders of the Bonds as follows:
a) If there is a deficiency in amounts required to pay interest and/or principal
on the Bonds, the Paying Agent shall (i*) execute and deliver to BAM, i*n form satisfactory
to BAM, an instrument appointing BAM as agent and attorney - in - fact for such holders of
the Bonds in any legal proceeding related to the payment and assignment to BAM of the
claims for interest on the Bonds, (ii) receive as designee of the respective holders (and
not as Paying Agent) in accordance with the tenor of the Policy payment from BAM with
respect to the claims for interest so assigned, and (in) disburse the same to such
respective holders; and
b) If there is a deficiency in amounts required to pay principal of the Bonds,
the Paying Agent shall (i") execute and deliver to BAM, in form satisfactory to BAM, an
40
instrument appointing BAM as agent and attorney- in -fact for such holder of the Bonds in
40
any legal proceeding related to the payment of such principal and an assignment to BAM
of the Bonds surrendered to BAM, (ii) receive as designee of the respective holders (and
not as Paying Agent) in accordance with the tenor of the Policy payment therefore from
BAM, and (I*ii) disburse the same to such holders.
The Paying Agent shall designate any portion of payment of principal on Bonds paid by
BAM, whether by virtue of mandatory sinking fund redemption, maturity or other advancement
0 40
of maturity, on its books as a reduction in the principal amount of Bonds registered to the then
27
current holder, whether DTC or its nominee or otherwise, and shall issue a replacement Bond to
BAM, registered in the name directed by BAM, in a principal amount equal to the amount of
0 Principal so paid (without regard to authorized denominations); provided that the Paying
Agent's failure to so designate any payment or issue any replacement Bond shall have no effect
on the amount of principal or interest payable by the Issuer on any Bond or the subrogation or
assignment rights of BAM.
Payments with respect to claims for interest on and principal of Bonds disbursed by the
Paying Agent from proceeds of the Policy shall not be considered to discharge the obligation of
the Issuer with respect to such Bonds, and BAM shall become the owner of such unpaid Bonds
and claims for the interest in accordance with the tenor of the assignment made to it under the
provisions of the preceding paragraphs or otherwise.
Irrespective of whether any such assignment is executed and delivered, the Issuer and
the Paying Agent agrees for the benefit of BAM that:
a) They recognize that to the extent BAM makes payments directly or
indirectly (e.g., by paying through the Paying Agent), on account of principal of or
interest on the Bonds, BAM will be subrogated to the rights of such holders to receive the
amount of such principal and interest from the Issuer, with interest thereon, as provided
and solely from the sources stated in this Resolution and the Bonds; and
b) They will accordingly pay to BAM the amount of such principal and
interest, with interest thereon as provided in the transaction documents and the Bonds,
but only from the sources and in the manner provided therein for the payment of principal
of and interest on the Bonds to holders, and will otherwise treat BAM as the owner of
such rights to the amount of such principal and interest.
7. Additional Payments. To the extent permitted by law and subject to annual
0
appropriation, the Issuer agrees unconditionally that it will pay or reimburse BAM on demand
any and all reasonable charges, fees, costs, losses, liabilities and expenses that BAM may pay or
incur, including, but not limited to, fees and expenses of BAM':iiiii; agents, attorneys, accountants,
consultants, appraisers and auditors and reasonable costs of investigations, in connection with the
administration (including waivers and consents, if any), enforcement, defense, exercise or
preservation of ightd diinrespect of the Bonds ("Adminiany rs anremeesstratveiCosts"). For
purposes of the foregoing, costs and expenses shall include a reasonable allocation of
compensation and overhead attributable to the time of employees of BAM spent in connection
with the actions described in the preceding sentence. The Issuer agrees that failure to pay any
Administrative Costs on a timely basis will result in the accrual of interest on the unpaid amount
at the Late Payment Rate, compounded semi-annually, from the date that payment is first due to
BAM until the date BAM is paid in full.
Notwithstanding anything herein to the contrary, the Issuer agrees to pay t BAM (i) a
sum equal to the total of all amounts paid by BAM under the Policy ("BAM Policy Payment");
and (ii) interest on such BAM Policy Payments from the date paid by BAM until payment
thereof in full by the Issuer , Payable to BAM at the Late Payment Rate per annum (collectively,
"BAM Reimbursement Amounts") compounded semi-annually. Notwithstanding anything to the
28
contrary, including without limitation the post default application of revenue provisions, BAM
Reimbursement Amounts shall be, and the Issuer hereby covenants and agrees that the BAM
Reimbursement Amounts are, payable from and secured by a lien on and pledge of the same
revenues and other collateral pledged to the Bonds on a parity with debt service due on the
Bonds.
8. 2021 Reserve Fund and 2021 Pr * ct Fund.
40
a. The prior written consent of BAM shall be a condition precedent to the
deposit of any credit instrument provided in lieu of a cash deposit into the 2021 Reserve
Fund, if any. Amounts on deposit in the 2021 Reserve Fund shall be applied solely to the
payment of debt service due on the Bonds.
b. Unless BAM otherwise directs, upon the occurrence and continuance of an
event of default or an event which with notice or lapse of time would constitute an event
of default, amounts on deposit in the 2021 Project Fund shall not be disbursed, but shall
instead be applied to the payment of debt service or redemption price of the Bonds.
9. Exercise of Rights bv BAM. The rights granted to BAM under this Resolution to
request, consent to or direct any action are rights granted to BAM in consideration of its issuance
of the Policy. Any exercise by BAM of such rights is merely an exercise of the BAM's
contractual rights and shall not be construed or deemed to be taken for the benefit, or on behalf,
of the holders of the Bonds and such action does not evidence any position of BAM, affirmative
or negative, as to whether the consent of the holders of the Bonds or any other person is required
in addition to the consent of BAM.
10's BAM shall be entitled to pay principal or interest on the Bonds that shall become
Due for Payment but shall be unpaid by reason of Nonpayment by the Issuer (as such terms are
defined in the Policy'') whether or not BAM has received a claim upon the Policy.
Ile No contract shall be entered into or any action taken by which the rights of BAM
or security for or source of payment of the Bonds may be impaired or prejudiced in any material
0
respect except upon obtaining the prior written consent of BAM.
12. Definitions.
"BAM" shall mean Build America Mutual Assurance Company, or any successor thereto.
"Late Payment Rate" means the lesser of (a) the greater of (i) the per annum rate of
interest, publicly announced from time to time by JPMorgan Chase Bank, N.A., at its principal
office in The City of New York, New York, as its prime or base lending rate ("Prime Rate") (any
change in such Prime Rate to be effective on the date such change is announced by JPMorgan
Chase Bank, N.A.) plus 3%, and (ii) the then applicable highest rate of interest on the Bonds and
(b) the maximum rate permissible under applicable usury or similar laws limiting interest rates.
In the event JPMorgan Chase Bank, N.A., ceases to announce its Prime Rate, the Prime Rate
shall be the prime or base lending rate of such other bank, banking association or trust company
29
as BAM, in its sole and absolute discretion, shall designate. Interest at the Late Payment Rate on
`9
any amount owing to BAM shall be computed on the basis of the actual number of days elapsed
in a year of 360 days.
"Policy" shall mean the Municipal Bond Insurance Policy issued by BAM that guarantees
the scheduled payment of principal of and interest on the Bonds when due.
Section 31. REMEDIES IN THE EVENT OF DEFAULT. In addition to all of the
rights and remedies provided by the laws of the State of Texas, it is specifically covenanted and
agreed particularly that in the event the Issuer (i) defaults in the payments to be made to the Debt
Service Fund, as required by this Resolution, (ii) defaults in the observance or performance of
any other of the covenants, conditions, or obligations set forth in this Resolution, the Registered
Owner or Registered Owners of any Parity Obligations shall be entitled to appointment of a
receiver in equity or a writ of mandamus issued bY a court of Proper jurisdiction, compelling and
requiring the Issuer, its officers, the Board of Directors, and/or all of them in their respective
official capacities, to observe and perform any covenants, conditions, or obligations prescribed in
this Resolution.
No delay or omission to exercise any 0
right or power accruing,, upon any default shall
impair any such right or power, or shall be construed to be a waiver of any such default or
acquiescence therein, and every such right and power may be exercised from time to time and as
often as may be deemed expedient.
The specific remedies herein provided shall be cumulative of all other existing remedies
and the specifications of such remedies shall not be deemed to be exclusive. In determining
whether a payment default has occurred or whether payment of the Bonds has been made under
this Resolution, no effect shall be given to payments under any bond insurance policy.
Section 32. NO RECOURSE AGAINST OFFICIALS. No recourse shall be had for
the payment of principal of or interest on any Parity Obligations or for any claim based thereon
or on this Resolution against any official of the Issuer or the City or any person executing any
Parity Obligations.
Section 33. FURTHER ACTIONS. The officers and employees of the Issuer and the
City are hereby authorized, empowered and directed from time to time and at any time to do and
perform all such acts and things and to execute, acknowledge and deliver in the name and under
the corporate seal and on behalf of the Issuer all such instruments, whether or not herein
mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this
Resolution, the Bonds, the initial sale and delivery of the Bonds, the Paying Agent/Registrar
Agreement, any insurance commitment letter or insurance policy and the Official Statement,, In
addition, prior to the initial delivery of the Bonds, the President or Vice President of the Board,
the City Attorney and Bond Counsel are hereby authorized and directed to approve any technical
changes or corrections to this Resolution or to any of the instruments authorized and approved by
this Resolution necessary in order to (i) correct any ambiguity or mistake or properly or more
completely document the transactions contemplated and approved by this Resolution and as
described in the Official Statement, (ii) obtain a rating from any of the national bond rating
30
agencies or satisfy requirements of any Bond Insurer, (iii) obtain a Reserve Fund Obligation
covering all or a portion of the Required Reserve Amount or (iv) obtain the approval of the
Bonds by the Texas Attorney General's office.
In case any officer of the Issuer whose signature shall appear on any Bond shall cease
to be such officer before the delivery of such Bond, such signature shall nevertheless be valid
and sufficient for all purposes the same as if such officer had remained in office until such
delivery.
Section 34. AMENDMENT OF RESOLUTION. (a) Any Bond Insurer and the
Registered Owners of the Parity Obli*gations aggregating a majority in principal amount o f the
aggregate principal amount of then Outstanding Parity Obligations shall have the right from time
to time to approve any amendment to this Resolution which may be deemed necessary or
desirable by the Issuer, provided, however, that without the consent of any Bond Insurer and the
Registered Owners of all of the effected Parity Obligations at the time outstanding, nothing
herein contained shall permit or be construed to permit the amendment of the terms and
conditions in this Resolution or in the Parity Obligations so as to:
(i) Make any change in the maturity of the Outstanding Parity Obligations;
(1*i) Reduce the rate of interest borne by any of the outstanding Parity Obligations;
(iii) Reduce the amount of the principal payable on the outstanding Parity Obligations;
(iv) Modify the terms of payment of principal of or interest on the outstanding Parity
Obligations or impose any conditions with respect to such payment;
(v) Affect the rights of the Registered Owners of less than all of the Parity
Obligations then outstanding;
(vi*) Change the minimum percentage of the principal amount of Parity Obligations
necessary for consent to such amendment.
(b) If at any time the Issuer shall desire to amend this Resolution under this Section, the
Issuer shall cause notice of the proposed amendment to be delivered to any Bond Insurer and
published in a financial newspaper or journal of general circulation in the city of New York,
New York, once during each calendar week for at least two successive calendar weeks. Such
notice shall briefly set forth the nature of the proposed amendment and shall state that a copy
thereof is on file for inspection by all Registered Owners of Parity Obligations at the designated
trust office of the registrar for the Parity Obligations. Such publication is not required, however,
if notice in writing is given to each Registered Owner of the Parity Obligations.
(c) Whenever at any time not less than thirty days, and within one year, from the date of
the first publication of said notice or other service of written notice the Issuer shall receive an
instrument or instruments executed by the Registered Owners of at least a majority in aggregate
0
principal amount of all Parity Obligations then outstanding, which instrument or instruments
shall refer to the proposed amendment described in said notice and which specifically consent to
31
and approve such amendment in substantially the form of the copy thereof on file with the
Paying Agent/Registrar, the Issuer Board of Directors may pass the amendatory resolution in
substantially the same form.
(d) Upon the passage of any amendatory resolution pursuant to the provisions of this
Section, this Resolution shall be deemed to be amended in accordance with such amendatory
resolution, and the respective rights, duties and obligations under this Resolution of the Issuer
and all the Registered Owners of then outstanding Parity Obligations shall thereafter be
determined, exercised and enforced hereunder, subject in all respects to such amendments.
(e) Any consent given by the Registered Owner of a Parity Obligation pursuant to the
provisions of this Section shall be irrevocable for a period of six months from the date of the first
publication of the notice provided for in this Section, and shall be conclusive and binding upon
all future Registered Owners of the same Parity Obligation during such period. Such consent
may be revoked at any time after six months from the date of the first publication of such notice
by the Registered Owners who gave such consent, or by a successor in title, by filing notice
thereof with the Paying Agent and the Issuer, but such revocation shall not be effective if the
Registered Owners of at least a ajority in aggregate principal amount of the then outstanding
Parity Obligations as in this Section defined have, prior to the attempted revocation, consented to
and approve the amendment.
(f) For the purpose of this Section, the fact of the holding of Parity Obligations issued in
registered form without coupons and the amounts and numbers of such Parity Obligations and
the date of their holding same shall be proved by the Registration Books of the Paying
Agent/Registrar. For purposes of this Section, the Registered Owner of a Parity Obligation in
such registered form shall be the owner thereof as shown on such Registration Books. The
Issuer may conclusively assume that such ownership continues until written notice to the
contrary is served upon the Issuer.
(g) The foregoing provisions of this Section notwithstanding, the Issuer by action of the
Board may amend this Resolution for any one or more of the following purposes:
(1) To add to the covenants and agreements of the Issuer in this Resolution
contained, other covenants and agreements thereafter to be observed, grant additional
rights or remedies to bondholders or to surrender, restrict or limit any right or power
herein reserved to or conferred upon the Issuer;
(2) To make such provisions for the purpose of curing any ambiguity, or
curing, correcting or supplementing any defective provision contained in this Resolution,
or in regard to clarifying matters or questions arising under this Resolution, as are
necessary or desirable and not contrary to or inconsistent with this Resolution and which
shall not adversely affect the interests of the Registered Owners of the Parity Obligations;
(3) To make any changes or amendments requested by any Rating Agency, as
a condition to the issuance or maintenance of a rating, which changes or amendments do
not, in the judgment of the Issuer, materially adversely affect the interests of the owners
of the outstanding Parity Obligations;
32
(4) To make such changes, modifications or amendments as may be necessary
or desirable, which shall not adversely affect the interests of the owners of the
outstanding Parity Obligations, in order, to the extent permitted by law, to facilitate the
economic and practical utilization of credit agreements with respect to the Parity
Obligations including, without limitation, supplementing the definition of "Annual Debt
Service Requirements" to address the amortization of payments due and owing under a
credit agreement;
(5) To modify any of the provisions of this Resolution in any other respect
whatever, provided that (i) such modification shall be, and be expressed to be, effective
only after all Parity Obligations outstanding at the date of the adoption of such
modification shall cease to be outstanding, and (ii) such modification shall be specifically
referred to in the text of all Additional Parity Obligations issued after the date of the
adoption of such modification.
Notice of any such amendment may be published or given by the Issuer in the manner
described in subsection (b) of this Section; provided, however, that the publication of such notice
shall not constitute a condition precedent to the adoption of such amendatory resolution and the
failure to publish such notice shall not adversely affect the implementation of such amendment
as adopted pursuant to such amendatory resolution.
Section 35. PAYMENT OF ATTORNEY GENERAL FEE. The Issuer hereby
authorizes the disbursement of a fee equal to the lesser of (i") one -tenth of one percent of the
40
principal amount of the Bonds or (ii) $9,500, provided that such fee shall not be less than $750,
to the Attorney General of Texas Public Finance Division for payment of the examination fee
charged by the State of Texas for the Attorney General's review and approval of public securities
and credit agreements, as required by Section 1202.004 of the Texas Government Code. The
appropriate member of the Issuer's staff is hereby instructed to take the necessary measures tll
make this payment,, The Issuer is also authorized to reimburse the appropriate funds for such
payment from proceeds of the Bonds.
Section 36. INTERPRETATIONS. All terms defined herein and all pronouns used in
this Resolution 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 Resolution and the Table of Contents of
this Resolution 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 Resolution and all the terms and provisions hereof shall be liberally construed to effectuate
the purposes set forth herein and to sustain the validity of the Bonds and the validity of the lien
on and pledge of the Pledged Revenues to secure the payment of the Bonds.
Section 37. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions, or
parts thereof, which are in conflict or inconsistent with anyprov'sion of this Resolution are
hereby repealed to the extent of such conflict and the provisions of this Resolution shall be and
remain controlling as to the matters contained herein.
33
Section 38. INTERESTED PARTIES. Nothing in this Resolution expressed or
implied is intended or shall be construed to confer upon, or to give to, any person or entity, other
than the Issuer and the Registered Owners of the Bonds, any right, remedy or claim under or by
reason of this Resolution or any covenant, condition or stipulation hereof, and all covenants,
stipulations, promises and agreements in this Resolution contained by and on behalf of the Issuer
shall be for the sole and exclusive benefit of the Issuer and the Registered Owners of the Bonds.
Section 39. SEVERABILITY. If any provision of this Resolution or the application
thereof to any circumstance shall be held to be invalid, the remainder of this Resolution and the
application thereof to other circumstances shall nevertheless be valid, and this governing body
hereby declares that this Resolution would have been enacted without such invalid provision.
Section 40. EFFECTIVE DATE. This Resolution shall become effective upon
adoption by the Issuer's Board and approval by the City Council.
The Board of Directors hereby finds and declares that written notice of the date, hour,
place and subject of the meeting at which this Resolution was adopted was posted and that such
meeting was open to the public as required by law at all times during which this Resolution and
the subject matter hereof were discussed, considered and formally acted upon, all as required by
the Open Meetings Act, Chapter 551, Texas Government Code, as amended.
RESOLVED this 22nd day of April, 202 1.
ATTEST:
RICK VILLARREAL, Secretary
MD
CRAIG MORGAN, President
Round Rock Transportation and Economic
Development Corporation
34
EXHIBIT A
DEFINITIONS
As used in this Resolution, the following terms and expressions shall have the meanings
40
set forth below, unless the text of this Resolution specifically indicates otherwise,,
"2021 Project Fund" means the special fund created, established and maintained by the
provisions of Sections 7 and 27 of this Resolution.
"2021 Reserve Fund" means the special fund created, established and maintained by the
provisions of Sections 7 and I I of this Resolution.
"Act" means the Development Corporation Act, V.T.C.A. Local Government Code, Title
12, Subtitle C I IIII as amended, (formerly known as the Tex. Rev. Civ. Stat, Ann. Article 5190.6,
Section 4B), particularly Chapters,501 and 505 o f the Local Government Code.
"Additional Parity Obligations" means bonds, notes warrants, certificates of obligation or
other debt obligations which the Issuer reserves the right to issue or enter into, as the case may
be, in the future in accordance with the terms and conditions provided in Section 18 of this
Resolution and which, together with the Bonds, are equally and ratably secured by a first lien on
and pledge of the Pledged Revenues on a parity with the Bonds under the terms of this
Resolution and an Additional Parity Obligations Resolution.
"Additional Parity Obligations Resolution" means any resolution of the Board
authorizing and providing the terms and provisions of the Additional Parity Obligations.
" Amortization Installment" means, with respect to any Term Bonds of any series of Parity
Obligations, the amount of money which is required to be deposited into a mandatory
redemption account for retirement of such Term Bonds (whether at maturity or by mandatory
redemption and including redemption premium, if any) provided that the total Amortization
10
Installments for such Term Bonds shall be sufficient to provide for retirement of the aggregate
0
principal amount of such Term Bonds.
" Annual Debt Service Requirements" means, as of the date of calculation, the principal of
and interest on all Parity Obligations coming due at Maturity or Stated Maturity (or that could
come due on demand of the owner thereof other than by acceleration or other demand
conditioned upon default by the Issuer on such Debt, or be payable in respect of any required
purchase of such Debt by the Issuer) in such Fiscal Year, and, for such purposes, any one or
more of the following rules shall apply at the election of the Issuer:
(a) If the principal (including the accretion of interest resulting from original issue
discount or compounding of interest) of any series or issue of Funded Debt due (or
payable in respect of any required purchase of such Funded Debt by the Issuer) in any
Fiscal Year either is equal to at least 25% of the total principal (including the accretion of
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interest resulting from original issue discount or compounding of interest) of such Funded
Debt or exceeds by more than 50% the greatest amount of principal of such series or
issue of Funded Debt due in any preceding or succeeding Fiscal Year (such principal due
in such Fiscal Year for such series or issue of Funded Debt being referred to herein and
throughout this Resolution as "Balloon Debt"), the amount of principal of such Balloon
Debt taken into account during any Fiscal Year shall be equal to the debt service
calculated using the original principal amount of such Balloon Debt amortized over the
Term of Issue on a level debt service basis at an assumed interest rate equal to the rate
borne by such Balloon Debt on the date of calculation;
(b) In the case of Balloon Debt, if a Designated Financial Officer shall deliver to the
Issuer a certificate providing for the retirement of and the instrument creating such
Balloon Debt shall permit the retirement of) , or for the accumulation of a sinking fund for
(and the instrument creating such Balloon Debt shall permit the accumulation of a
sinking fund for), such Balloon Debt according to a fixed schedule stated in such
certificate ending on or before the Fiscal Year in which such principal (and premium, if
any) I*s due, then the principal of (and, in the case of retirement, or to the extent provided
for by the sinking fund accumulation, the premium, if any, and interest and other debt
service charges on) such Balloon Debt shall b computed as if the same were due in
accordance with such schedule, provided that this clause (2) shall apply only t Balloon
Debt for which the installments previously scheduled have been paid or deposited to the
sinking fund established with respect to such Debt on or before the times required by
such schedule; and provided further that this clause (2) shall not apply where the Issuer
has elected to apply the rule set forth in clause (1) above;
(c) Principal of and interest on Parity Obligations, or portions thereof, shall not be
included in the computation of the Annual Debt Service Requirements for any Fiscal
Year for which such principal or interest are payable from funds on deposit or set aside in
trust for the payment thereof at the time of such calculations (including without limitation
capitalized ifi0
nterest and accrued interest so deposited or set aside in trust) with a nancial
institution acting as fiduciary with respect to the Payment of such Debt; and
(d) As to any Parity Obligations that bear interest at a variable interest rate which
cannot be ascertained at the time of calculation of the Annual Debt Service Requirement
then, at the option of the Issuer, either (A) an interest rate equal to the average rate borne
by such Parity Obligations (or by comparable debt i*n the event that such Parity
Obligations has not been outstanding during the preceding 24 months) for any 24 month
period ending within 30 days prior to the date of calculation, or (B) an interest rate equal
to the 30-year Revenue Bond Index (as most recently published in The Bond Buyer,,),
shall be presumed to apply for all future dates, unless such index is no longer published
in The Bond Buyer, in which case an index of revenue bonds with maturities of at least
20 years which is published in a financial newspaper or journal with national circulation
may be used for this purpose (if two Series of Parity Obligations which bear interest at
variable interest rate, or one or more maturities within a Series, of equal par amounts, are
issued simultaneously with inverse floating interest rates providing a composite fixed
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interest rate for such Parity Obligations taken as a whole, such composite fixed rate shall
be used in determining the Annual Debt Service Requirement with respect to such Parity
Obligations);
With respect to any calculation of historic data, only those payments actually made in the subject
period shall be taken into account in making such calculation and, with respect to prospective
calculations, only those payments reasonably expected to be made in the subject period shall be
taken into account in making the calculation.
"Average Annual Debt Service Requirements" means that average amount which, at the
time of computation, will be required to pay the Annual Debt Service Requirements when due
(either at Stated Maturity or mandatory redemption) and derived by dividing the total of such
Annual Debt Service Requirements by the number of Fiscal Years then remaining before Stated
Maturity of such Parity Obligations. For the purposes of this definition, a fractional period of a
Fiscal Year shall be treated as an entire Fiscal Year. Capitalized interest payments provided
from bond proceeds, accrued interest on any Debt, and interest earnings thereon shall be
excluded in making such computation.,
"BAM" means Build America Mutual Assurance Company, or any successor thereto.
"Board" or "Board ofDirectors" means the Board of Directors of the Issuer.
"Bond" or "Bonds" means the Round Rock Transportation and Economic Development
Corporation Senior Lien Sales Tax Revenue Bonds, Taxable Series 2021, authorized to be issued
by this Resolution. In addition, the term "Bonds" as used in this Resolution means and includes
collectively the bonds initially issued and delivered pursuant to this Resolution and all substitute
bonds exchanged therefor, as well as all other substitute bonds and replacement bonds issued
pursuant hereto.
"Bond Insurer" means (i) BAM as the provider of the municipal bond insurance policy on
the Bonds or (ii) the provider of a Reserve Fund Obligation.
"Book -Entry -Only System" means the book -entry system of bond registration provided in
Section 4, or any successor system of book -entry registration.
"Cede & Co. " means the designated nominee and its successors and assigns of The
Depository Trust Company, New York.
"City" means the City of Round Rock, Texas.
"Comptroller" means the Comptroller of Public Accounts of the State of Texas, and any
successor official or officer thereto.
"Cost" means with respect to the Project, the cost of acquisition, construction and
improvement of the Project as provided in the Act, including, without limitation, the cost of the
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acquisition of all land, rights -of -way, property rights, easements, and interests, the cost of all
machinery and equipment, financing charges, interest during construction before and during
construction and until the first anniversary of the date the construction is completed, necessary
reserve funds, premiums for reserve fund surety policies and municipal bond insurance policies,
costs of ratings for the Bonds, cost of estimates and of engineering, accountant, financial advisor
and legal services, plans, specifications, surveys, estimates of cost and of revenue, other
expenses necessary or incident to determining the feasibility and practicability of acquiring,
constructing, reconstructing, improving, and expanding any such Project, administrative expense,
and such other expense as may be necessary or incident to the acquisition, construction,
reconstruction, improvement and expansion thereof, the placing of the same in operation, and the
financing of the Project.
"Debt" and "Debt of the Issuer payable from Pledged Revenues" mean,
(a) all indebtedness payable from Pledged Revenues incurred or assumed by the Issuer
for borrowed money and all other financing obligations payable from Pledged Revenues
that, in accordance with generally accepted accounting principles, are shown on the
liability side of a balance sheet; and
(b) all other indebtedness payable from Pledged Revenues (other than indebtedness
otherwise treated as Debt hereunder) for borrowed money or for the acquisition,
construction or improvement of property or capitalized lease obligations that is
guaranteed, directly or indirectly, in any manner by the Issuer, or that is in effect
guaranteed, directly or indirectly, by the Issuer through an agreement, contingent or
otherwise, to purchase any such indebtedness or to advance or supply funds for the
payment or purchase of any such indebtedness or to purchase property or services
primarily for the purpose of enabling the debtor or seller to make Pya ment of such
indebtedness, or to assure the owner of the indebtedness against loss, or to supply funds
to or in any other manner invest in the debtor (including any agreement to pay for
property or services irrespective of whether or not such property is delivered or such
services are rendered), or otherwise.
For the purpose of determining Debt, there shall be excluded any particular Debt if, upon or prior
to the Maturity thereof, there shall have been deposited with the proper depository (a) in trust the
necessary funds (or investments that will provide sufficient funds, if permitted by the instrument
creating such Debt) for the payment, redemption, or satisfaction of such Debt or (b) evidence of
such Debt deposited for cancellation; and thereafter it shall not be considered Debt. No item
shall be considered Debt unless such item constitutes indebtedness under generally accepted
accounting principles applied on a basis consistent with the financial statements of the Issuer in
prior Fiscal Years.
"Defeasance Securities" means (i) Federal Securities and (ii) noncallable obligations of
an agency or instrumentality of the United States of America, including obligations that are
unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the
Issuer's Board of Directors adopts or approves proceedings authorizing the issuance of refunding
A-4
bonds or otherwise provide for the funding of an escrow to effect the defeasance of the Bonds
are rated as to investment quality by a nationally recognized investment rating firm not less than
"AAA" or its equivalent.
"Depository" means one or more official depository banks of the Issuer.
"DTC" means The Depository Trust Company, New York, New York and its successors
and assigns.
"DTC Participant" means securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among DTC Participants.
"Election " means collectively, the sales and use tax elections held by the City on August
99 1997 and on November 8, 2011 pursuant to the provisions of the Act.
"Federal Securities " means direct, noncallable obligations of the United States of
America, including obligations that are unconditionally guaranteed by the United States of
America.
"Financial Obligation" means a (a) debt obligation; (b) derivative instrument entered into
in connection with, or pledged as security or a source of payment for, an existing or planned debt
obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that
"financial obligation" shall not include municipal securities (as defined in the Securities
Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule)
has been provided to the MSRB consistent with the Rule.
"Fiscal Year" means the twelve-month accounting period used by the Issuer, currently
ending on September 30 of each year, which may be any twelve consecutive month period
established by the Issuer, but in no event may the Fiscal Year be changed more than one time in
any three calendar year period.
"Funded Debt" means all Parity Obligations created or assumed by the Issuer that mature
by their terms (in the absence of the exercise of any earlier right of demand), or that are
renewable at the option of the Issuer to a date, more than one year after the original creation or
assumption of such Debt by the Issuer.
"Funds" means any fund created by this Resolution, the resolutions authorizing the
Previously Issued Parity Obligaons or any tiAdditional Parity Obligations Resolution, as
applicable.
" Investment Act" means the Public Funds Investment Act, Chapter 2256, Texas
Government Code, as amended.
"Issuer" means the Round Rock Transportation and Economic Development Corporation.
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"Junior Lien Obligations" means (i) any bonds, notes, warrants, certificates of obligation,
contractual obligations or other Debt issued by the Issuer that are payable, in whole or in part,
from and equally and ratably secured by a lien on and pledge of the Pledged Revenues, such
pledge being subordinate and inferior to the lien on and pledge of the Pledged Revenues that are
or will be pledged to the payment of any Parity Obligations issued by the Issuer but senior to the
lien on and pledge of the Pledged Revenues that are or will be pledged to the payment of any
Subordinate Lien Obligations, and (ii) obligations hereafter issued to refund any of the foregoing
if issued in a manner that provides that the refunding bonds are payable from and equally and
ratably secured, in whole or in part, by a lien on and pledge of the Pledged Revenues on a parity
with the Junior Lien Obligations,, As of the date of this Resolution, the Issuer has no outstanding
Junior Lien Obligations.
"MSRB" means the Municipal Securities Rulemaking Board.
"Maturity" means, when used with respect to any Debt, the date on which the principal of
such Debt or any installment thereof becomes due and payable as therein provided, whether at
the Stated Maturity thereof or by declaration of acceleration, call for redemption, or otherwise,,
"Maximum Annual Debt Service Requirements" means the greatest requirements of
0
Annual Debt Service Requirements (taking into account all mandatory principal redemption
requirements) scheduled to occur in any future Fiscal Year or in the then current Fiscal Year for
the particular obligations for which such calculation is made. Capitalized interest payments
provided from Debt proceeds, accrued interest on any Debt, and interest earnings thereon shall
be excluded in making such computation.
"Outstanding" — means, when used in this Resolution with respect to Parity Obligations,
as of the date of determination, the Bonds and other Parity Obligations theretofore sold, issued
and delivered by the Issuer, except:
(a) those Parity Obligations canceled or delivered to the transfer agent or
registrar for cancellation in connection with the exchange or transfer of such obligations;
(b) those Parity Obligations paid or deemed to be paid in accordance with the
provisions of Section 21 hereof or similar provisions of any resolution authorizing such
Parity Obligations; or
(c) those Parity Obligations that have been mutilated, destroyed, lost, or
stolen and replacement obligations have been registered and delivered in lieu thereof.
"Parity Obligations" means, collectively, the Bonds, the Previously Issued Parity
Obligations and any Additional Parity Obligations.
"Paying Agent/Registrar" means the financial institution so designated in accordance
with the provisions of Section 4 of this Resolution and any successor thereto,,
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"Permitted Investments" means, these investments authorized by the Investment Act and
the Issuer's investment policy,,
"Pledged Revenues" means all of the Issuer's receipts of the Sales Tax, less any amounts
due or owing to the Comptroller as charges for collection or retention by the Comptroller for
refunds and to redeem dishonored checks and drafts, to the extent such charges and retentions are
authorized or required by law.
"Previously Issued Parity Obligations" means the Issuer's Outstanding obligations
entitled "Round Rock Transportation and Economic Development Corporation Senior Lien Sales
Tax Revenue Refunding Bond, Series 2015", "Round Rock Transportation and Economic
Development Corporation Senior Lien Sales Tax Revenue Refunding Bond, Series 2017" and
"Round Rock Transportation and Economic Development Corporation Senior Lien Sales Tax
Revenue Bonds, Taxable Series 2019".
"Project" means, collectively, designing and constructing a convention center facility and
the Costs necessary or incident to the undertaking of such Project.
"Project Agreement" means the agreement dated May 18, 2021 between the Issuer and
the City relating to the Project.
"Record Date" means Record Date as defined in the FORM OF BOND in Exhibit "B" to
this Resolution.
"Registered Owner" means the registered owner, whose name appears in the security
register for any Parity Obligation, including the Registration Books for the Bonds.
"Registration Books" means the books or records for the registration of the transfer and
exchange of the Bonds.
"Required Reserve Amount" means the amount required pursuant to the provisions of
Section I I of this Resolution to be maintained on denositp, held as securities and/or held as a
Reserve Fund Obligation for the benefit of the 2021 Reserve Fund.
"Reserve Fund Obligation" means, to the extent permitted by law, as evidenced by an
opinion of nationally recognized bond counsel, a surety bond or insurance policy denositedpin
any debt service reserve fund for a series of Parity Obligations, including the 2021 Reserve Fund
for the Bonds, whereby the issuer of such obligation is obligated to provide funds up to and
including the maximum amount and under the conditions specified in such agreement or
instrument.
"Reserve Fund Obligation Payment" means any subrogation payment the Issuer is
obligated to make from Pledged Revenues under a Reserve Fund Obligation held in any debt
A-7
service reserve fund for a series of Parity Obligations, including the 2021 Reserve Fund for the
Bonds.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"Sales Tax" means the one-half of one percent sales and use tax levied by the City within
the boundaries of the City as they now or erexist, together with any increases in the
aforesaid rate if provided and authorized by the laws of the State of Texas, including specifically
the Act, and collected for the benefit of the Issuer, all in accordance with the Act.
"SEC" means the United States Securities and Exchange Commission.
"Stated Maturity" means the annual principal payments of the Parity Obligations payable
on the respective dates set forth in the resolutions which authorized the issuance of such Parity
Obligations.
"Subordinate Lien Obligations" means (i) any bonds, notes, warrants, certificates of
obligation, contractual obligations or other Debt issued by the Issuer that are payable, in whole
or in part, from and equally and ratably secured by a lien on and pledge of the Pledged Revenues,
such pledge being subordinate and inferior to the lien on and pledge of the Pledged Revenues
that are or will be pledged to the payment of any Parity Obligations and Junior Lien Obligations
issued by the Issuer, and (ii) obligations hereafter issued to refund any of the foregoing if issued
in a manner that provides that the refunding bonds are payable from and equally and ratably
secured, in whole or in part, by a lien on and pledge of the Pledged Revenues on a parity with the
Subordinate Lien Obligations. As of the date of this Resolution, the Issuer has no outstanding
Subordinate Lien Obligations.
"Term Bonds" means those Parity Obligations so designated in the resolutions
authorizing such bonds which shall be subject to retirement by operation of a mandatory
redemption account.
"Term of Issue" means with respect to any Balloon Debt, a period of time equal to the
greater of (i) the period of time commencing on the date of issuance of such Balloon Debt and
ending on the final maturity date of such Balloon Debt or (ii) twenty-five years.
"Transfer Agreement" means the Sales Tax Remittance Agreement dated as oafMy 15,
2001, between the City and the Issuer.
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EXHIBIT B
FORM OF BOND
UNITED STATES OF AMERICA
STATE OF TEXAS
ROUND ROCK TRANSPORTATION AND
ECONOMIC DEVELOPMENT CORPORATION
SENIOR LIEN SALES TAX REVENUE BOND,
NO. R-
Interest Rate
REGISTERED OWNER:
PRINCIPAL AMOUNT:
TAXABLE SERIES 2021
Date of Delivery
May 18, 2021
Maturity Date
PRINCIPAL
AMOUNT
CUSIP No.
DOLLARS
ON THE MATURITY DATE specified above, the Round Rock Transportation and
Economic Development Corporation (the "Issuer"), being a nonstock, nonprofit industrial
development corporation organized and existing under the laws of the State of Texas, pursuant to
Section 4B of the Development Corporation Act of 1979, Article 5190.6, V.A.T.C.S., as
amended, now codified as Local Government Code, Title 12, Subtitle C1 particularly Chapters
501 and 505 of the Local Government Code (the "Act"), and acting on behalf of the City of
Round Rock, Texas (the "City"), hereby promises to pay to the Registered Owner set forth above
or to the assignee or assignees thereof (either being hereinafter called the "Registered Owner"),
the Principal Amount specified above. The Issuer promises to pay interest on the unpaid
principal amount hereof (calculated on the basis of a 360-day year of twelve 30-day months)
from the Date of Delivery specified above at the Interest Rate per annum specified above.
Interest is Payable on February 15, 2022 and semiannually on each August 15 and February 15
thereafter to the Maturity Date specified above, or the date of redemption prior to maturity;
except that if this Bond is required to be authenticated and the date of its authentication is later
than the first Record Date (hereinafter defined), such principal amount shall bear interest from
the interest payment date immediately preceding the date of authentication, unless such date of
authentication is after any Record Date but on or before the next following interest payment date,
in which case such principal amount shall bear interest from such next following interest
payment date; provided, however, that if on the date of authentication hereof the interest on the
Bond or Bonds, i*f any, for which this Bond is being exchanged or converted from is due but has
not been paid, then this Bond shall bear interest from the date to which such interest has been
paid in full. Notwithstanding the foregoing, during any period in which ownership of the Bonds
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is determined only by a book entry at a securities depository for the Bonds, any payment to the
securities depository, or its nominee or registered assigns, shall be made in accordance with
existing arrangements between the Issuer and the securities depository.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of
the United States of America, without exchange or collection charges. The principal of this
Bond shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond
at maturity or upon the date fixed for its redemption prior to maturity, at The Bank of New York
Mellon Trust Company, National Association (the "Paying Agent/Registrar") at its designated
office for payment currently in Dallas, Texas (the "Designated Payment/Transfer Office"). The
Payment of interest on this Bond shall be made by the Paying Agent/Registrar to the Registered
Owner hereof on each interest payment date by check or draft, dated as of such interest payment
date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer
required by the resolution authorizing the issuance of this Bond (the "Bond Resolution") to be on
deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such
check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class
postage prepaid, on each such interest payment date, to the Registered Owner hereof, at its
address as it appeared on the close of business on the last day of the month immediately
preceding each such date (the "Record Date") on the registration books kept by the Paying
Agent/Registrar (the "Registration Books"). In addition, interest may be paid by such other
method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of,
the Registered Owner. In the event of anon-payment of interest on a scheduled payment date,
and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date")
will be established by the Paying Agent/Registrar, if and when funds for the payment of such
interest have been received from the Issuer. Notice of the Special Record Date and of the
scheduled payment date of the past due interest (which shall be 15 days after the Special Record
Date) shall be sent at least five business days prior to the Special Record Date by United States
mail, first-class postage prepaidappearingring to the address of each owner of a Bond on the
Registration Books at the close of business on the last business day immediately preceding the
date of mailing of such notice. Notwithstanding the foregoing, during any period in which
ownership of the Bonds is determined only b,y a book entry at a securities depository for the
Bonds, payments made to the securities depository, or its nominee, shall be made i*n accordance
with arrangements between the Issuer and the securities depository. Capitalized terms used
herein and not otherwise defined shall have the meanings given to such terms in the Bond
Resolution.
ANY ACCRUED INTEREST due at maturity or upon the redemption of this Bond
prior to maturity as provided herein shall be paid to the Registered Owner upon presentation and
surrender of this Bond for redemption and payment at the Designated Payment/Transfer Office
of the Paying Agent/Registrar. The Issuer covenants with the Registered Owner of this Bond
that on or before each payment date for this Bond it will make available to the Paying
Agent/Registrar, from the "Debt Service Fund" created by the Bond Resolution, the amounts
0
required to provide for the payment, in immediately available funds, of all principal of and
interest on the Bonds, when due.
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IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the
principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which
is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are
authorized to close; and payment on such date shall have the same force and effect as if made on
0
the original date payment was due.
THIS BOND is one of a series of Bonds dated May 18, 2021, authorized in accordance
with the Constitution and laws of the State of Texas, including particularly the Act, in the
original principal amount of $ to provide funds for designing and constructing a
convention center facility as set forth in the Bond Resolution, capitalizing interest on the Bonds
and paying the costs of issuing the Bonds.
ON AUGUST 15, 20_ , or on any date thereafter, the Bonds maturing on and after
August 15, 20 may be redeemed prior to their scheduled maturities, at the option of the Issuer,
with funds derived from any available and lawful source, as a whole, or in part, and, if in part,
the particular Bonds, or portions thereof, to be redeemed shall be selected and designated by the
Issuer (provided that a portion of a Bond may be redeemed only in an integral multiple of
40
$5,000), at a redemption price equal to the principal amount to be redeemed plus accrued interest
to the date fixed for redemption.
THE BONDS OF THIS SERIES maturing on August 15, 20 and August 15, 20_ are
subject to mandatory redemption prior to maturity in part at random, by lot or other customary
method selected by the Paying Agent/Registrar, at par plus accrued interest to the redemption
date, in amounts sufficient to redeem said Bonds on August 15, I*n the years and principal
amounts shown on the following schedule. Such Bonds shall be redeemed with funds from the
"Debt Service Fund" created by the Bond Resolution and shall be redeemed by the Paying
Agent/Registrar in part prior to maturity with funds from the Debt Service Fund, for the principal
amount thereof and accrued interest to the date of redemption, and without premium, on each of
the aforesaid dates, in the principal amounts, respectively, as set forth in the following schedule:
* Final maturity.
Bonds M tun*ng Au
-Must 15, 20
Redemption
Date
August 15, 20_
August 15, 20_
August 15, 20_
Principal
Amount
Bonds Maturing August 15, 20��
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Redemption
Date
August 15, 20_
August 15, 20_
Final maturity.
Principal
Amount
The principal amount of the Bonds required to be redeemed pursuant to the operation of
such mandatory sinking fund shall be reduced by the principal amount of any Bonds which, at
least 45 days prior to the mandatory sinking fund redemption date shall have been (1) purchased
by the Issuer and delivered to the Paying Agent/Registrar for redemption or (2) redeemed
pursuant to the optional redemption provision described below and delivered to the Paying
Agent/Registrar for cancellation.
AT LEAST 30 days prior to the date fixed for any optional redemption of Bonds or
portions thereof prior to maturity, the Issuer shall cause written notice of such redemption to be
sent by United States mail, first class, postage prepaid, to each Registered Owner of a Bond to be
redeemed, in whole or in part, at the address of the Registered Owner appearing on the
registration books of the Paying Agent/Registrar at the close of business on the business day next
preceding the date of mailing of such notice. Any notice of redemption so mailed shall be
conclusively presumed to have been duly given irrespective of whether received by the
Registered Owner. By the datefixed for any such redemption, due provision shall be made with
the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or
portions thereof which are to be so redeemed. If such written notice of redemption is mailed and
if due provision for such payment is made, all as provided above, the Bonds or portions thereof
which are to be so redeemed thereby automatically shall be treated as redeemed prior to their
scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they
shall not be regarded as being Outstanding except for the right of the Registered Owner to
receive the redemption price from the Paying Agent/Registrar out of the funds provided for such
payment. If a portion of any Bond shall be redeemed a substitute Bond or Bonds having the
same maturity date, bearing interest at the same rate, in any denomination or denominations in
any integral multiple of $5,000, at the written request of the Registered Owner, and in an
aggregate principal amount equal to the unredeemed portion thereof, will be issued to the
Registered Owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as
provided in the Bond Resolution. Any notice of redemption shall either (i) explicitly state that
the proposed redemption is conditioned on there being on deposit in the Debt Service Fund
sufficient money to pay the full redemption price of the Bonds to be redeemed or (ii) be sent only
if sufficient moneyto pay the full redemption price of the Bonds to be redeemed is on deposit in
the Debt Service Fund.
DURING ANY PERIOD in which ownership of the Bonds is detei-uned only by a book
entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity
and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and
B-4
bearing such interest rate shall be selected in accordance with the arrangements between the
Issuer and the securities depository.
ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in the
Bond Resolution, this Bond, or any unredeemed portion hereof, may, at the request of the
Registered Owner or the assignee or assignees hereof, be assigned, transferred, converted into
and exchanged for a like aggregate principal amount of fully registered Bonds, without interest
coupons, payable to the appropriate Registered Owner, assignee or assignees, as the case may be,
having the same denomination or denominations in any integral multiple of $5,000 as requested
in writing by the appropriate Registered Owner, assignee or assignees, as the case may be, upon
surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the
form and procedures set forth in the Bond Resolution. Among other requirements for such
Q;F
assignment and transfer, this Bond must be presented and surrendered to the Paying
Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of
signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or an",
portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in
whose name or names this Bond or any such portion or portions hereof is or are to be registered.
The form of Assignment printed or endorsed on this Bond may be executed by the Registered
Owner to evidence the assignment hereof, but such method is not exclusive, and other
instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence
the assignment of this Bond or any portion or portions hereof from time to time by the
Registered Owner. The Paying Agent/Registrar's reasonable standard or customary fees and
charges for assigning, transferring, converting and exchanging any Bond or portion thereof will
be paid by the Issuer. In any circumstance, any taxes or governmental charges required to be
paid with respect thereto shall be paid by the one requesting such assignment, transfer,
conversion or exchange, as a condition precedent to the exercise of such privilege. The Paying
Agent/Registrar shall not be required to make any such transfer, conversion, or exchange (1)
during the period commencing with the close of business on anYecorRd Date and ending with
0
the opening of business on the next following principal or interest payment date, or (ii) with
respect to any Bond or any portion thereof called for redemption prior to maturity, within 45
days prior to its redemption date; provided, however, such limitation of transfer shall not be
applicable to an exchange by the Registered Owner of the unredeemed balance of the Bond.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or
transferring this Bond shall be modified tl*reo requaF*4%P
the ropriate person or entity to meet the
requirements of the securities depository as to registering or transferring the book entry to
produce the same effect.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer,
resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Resolution that
it promptly will appoint a competent and legally qualified substitute therefor, and cause written
notice thereof to be mailed to the Registered Owners of the Bonds.
B-5
IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and
validly authorized, issued, sold, and delivered; that all acts, conditions, and things required or
proper to be performed, exist, and be done precedent to or in the authorization, issuance, and
delivery of this Bond have been performed, existed, and been done in accordance with law; that
this Bond is a special obligation of the Issuer; that neither the State of Texas, the City, nor any
political corporation, subdivision, or agency of the State of Texas, nor any member of the Board
of Directors of the Issuer, either individually or collectively, shall be obligated to pay the
principal of or the interest on this Bond and neither the faith and credit nor the taxing power
(except as described below) of the State of Texas, the City, or any other political corporation,
subdivision, or agency thereof is pledged to the payment of the principal of or the interest on this
Bond; that the principal of and interest on this Bond, together with the Previously Issued Parity
Obligations and any Additional Parity Obligations hereafter issued, are secured by and payable
from a first lien on and pledge of certain funds created under the Bond Resolution and the
revenues defined in the Bond Resolution as the "Pledged Revenues, " which include the proceeds
of a one-half of one percent sales and use tax levied for the benefit of the Issuer by the City (the
"Sales Tax") pursuant to Section 4B of the Act which lien on and pledge is prior in right and
claim to the lien and pledge on the Pledged Revenues securing the Payment of the outstanding
Junior Lien Obligations and any Subordinate Lien Obligations; and that the Registered Owner
hereof shall not have the right to demand payment of the principal of or interest on this Bond
from any tax proceeds other than the Sales Tax proceeds levied for the benefit of the Issuer by
the City pursuant to Section 4B of the Act, or from any other source.
THE ISSUER HAS RESERVED the right in the Bond Resolution, subject to certain
conditions set forth therein, to issue obligations or incur indebtedness from time to time in the
future on a parity with the Bonds with respect to the pledge of and lien on the Pledged Revenues
which secures the Bonds. The Issuer may also issue obligations or incur indebtedness which is
secured on a junior and subordinate lien with respect to the Pledged Revenues. The Bond
Resolution further provides that the Issuer may create a debt service reserve fund and fund it or
provide for it to be funded in connection with the issuance of any obligations or the incurrence of
any indebtedness which possesses a lien on and pledge of the Pledged Revenues on a parity with
the Bonds, and that such reserve shall secure only the obligations or indebtedness for which it
was funded or is to be funded. The Issuer has created a debt service reserve fund for the benefit
of the Bonds, but is only obligated to fund such debt service reserve fund upon falling below
certain coverage levels as set forth in the Bond Resolution.
THE ISSUER ALSO HAS RESERVED THE RIGHT to amend the Bond Resolution
40
as provided therein, and under some (but not all) circumstances amendments thereto must be
41
approved by the Registered Owners of a majority in aggregate principal amount of the
Outstanding Bonds.
BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby
acknowledges all of the terms and provisions of the Bond Resolution, agrees to be bound by such
terms and provisions, acknowledges that the Bond Resolution is duly recorded and available for
inspection in the official minutes and records of the governing body of the Issuer, and agrees that
B-6
10
the terms and provisions of this Bond and the Bond Resolution constitute a contract between
each Registered Owner hereof and the Issuer.
THIS BOND is not an obligation described in Section 103(a) of the Internal Revenue
Code of 1986,
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the
manual or facsimile signature of the President of the Board of Directors of the Issuer and
countersigned with the manual or facsimile signature of the Secretary of the Board of Directors
of the Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed in
facsimile, on this Bond.
(facsimile signature)
Secretary, Board of Directors
(SEAL)
(facsimile signature)_
President, Board of Directors
FORM OF PAYING AGENT/REGISTRAR'S
AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond
Resolution described in the text of this Bond's and that this Bond has been issued in conversion or
replacement of, or in exchange for, a Bond, Bonds, or a portion of a Bond or Bonds of a series
which originally was approved by the Attorney General of the State of Texas and registered by
the Comptroller of Public Accounts of the State of Texas.
Dated:
The Bank of New York Mellon Trust Company,
National Association, Dallas, Texas
Paying Agent/Registrar
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Authorized Representative
FORM OF ASSIGNMENT
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer Identification Number of Transferee
(Please print or typewrite name and address, including zip code, of Transferee.)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney, to register the transfer of the
within Bond on the books kept for registration thereof, with full power of substitution in the
premises.
Dated:
Signature Guaranteed:
NOTICE: Signatures) must be guaranteed
by an eligible guarantor institution
participating in a securities transfer
association recognized signature guarantee
program.
B-8
NOTICE: The signature above must
correspond with the name of the Registered
Owner as it appears upon the front of this
Bond in every particular, without alteration
or enlargement or any change whatsoever.
FORM OF STATEMENT OF INSURANCE
0
STATEMENT OF INSURANCE
Build America Mutual Assurance Company (`BAM"), New York, New York, has
delivered its municipal bond insurance policy (the "Policy") with respect to the scheduled
payments due of principal of and interest on this Bond to The Bank of New York Mellon Trust
Company, N.A. Dallas, Texas, or its successor, as paying agent for the Bonds (the "Paying
Agent"). Said Policy is on file and available for inspection at the principal office of the Paying
Agent and a copy thereof may be obtained from BAM or the Paying Agent. All payments
required to be made under the Policy shall be made in accordance with the provisions thereof. By
its purchase of these Bonds, the owner acknowledges and consents (i) to the subrogation and all
other rights of BAM as more fully set forth in the Policy and (n) that upon the occurrence and
continuance of a default or an event of default under the Resolution or this Bond, BAM shall be
deemed to be the sole owner of the Bonds for all purposes and shall be entitled to control and
direct the enforcement of all rights and remedies granted to the owners of the Bonds or the
trustee, paying agent, registrar or similar agent for the benefit of such owners under the
Resolution, at law or in equity.
FORM OF REGISTRATION CERTIFICATE OF THE COMPTROLLER OF PUBLIC
ACCOUNTS
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity and approved
by the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
Texas
Comptroller of Public Accounts of the State of
(COMPTROLLER'S SEAL)
INSERTIONS FOR THE INITIAL BOND
The Initial Bond shall be in the form set forth in this Exhibit, except that:
A. immediately under the name of the Bond, the headings "Interest Rate" and
"Maturity Date" shall both be completed with the words "As shown below" and
"CUSIP No." shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
B-9
"ON THE MATURITY DATE SPECIFIED BELOW, the Round Rock
Transportation and Economic Development Corporation (the "Issuer"), being a nonstock,
nonprofit industrial development corporation organized and existing under the laws of the State
of Texas, pursuant to Section 4B of the Development Corporation Act of 1979, Article 5190.6,
V.A.T.C.S., as amended, now codified as Local Government Code, Title 12, Subtitle C1
particularly Chapters 501 and 505 of the Local Government Code (the "Act"), and acting on
behalf of the City of Round Rock, Texas (the "City"), hereby promises to pay to the registered
owner set forth above or to the assignee or assignees thereof (either being hereinafter called the
"Registered Owner") on August 15 in each of the years, in the principal installments and bearing
interest at the per annum rates set forth in the following schedule:
Years Principal Amounts Rates
(Information from Sections 2 and 3 to be inserted)
The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the
basis of a 360-day year of twelve 30�day months) from the Date of Delivery specified above at
the respective Interest Rate per annum specified above. Interest is payable on February 15, 2022
and semiannually on each August 15 and February 15 thereafter to the date of payment of the
principal installment specified above, or the date of redemption prior to maturity; except, that if
this Bond is required to be authenticated and the date of its authentication is later than the first
Record Date (hereinafter defined), such principal amount shall bear interest from the interest
payment date immediately preceding the date of authentication, unless such date of
authentication i*s after any Record Date but on or before the immediately following interest
payment date, in which case such principal amount shall bear interest from such next following
interest payment date; provided, however, that if on the date of authentication hereof the interest
on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been
paid, then this Bond shall bear interest from the date to which such interest has been paid in full."
C. The Initial Bond shall be numbered "T-1."
B-10
EXHIBIT C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 29(a) of this Resolution:
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the Issuer to be provided
annually in accordance with such Section are as specified (and included under the headings of
the Official Statement referred to) below:
(1) Table 1 - Debt Service Requirements;
(2) Table 2 - Historical City and Corporation Receipts of I'V21,-OY(o and '/z% Sales Tax;
(3) Table 3 - Current Investments;
(4) Appendix B —Ci*ty of Round Rock, Texas Annual Financial Report.*
* As noted therein, the Issuer'sfinancial statements and operating results are included as
a component unit in the City's annual audited financial statement. Issuer does not
commission a separate audit of its financial statements,, Unless a separate audit of the
Issuer's financial statements is performed, the City's complete audited general purpose
financial report including notes will be provided on behalf of the Issuer for continuing
disclosure purposes.
Accounting Principles
The accounting principles referred to in such Section are the accounting p0
rinciples
described in the notes to the financial statements referred to in Appendix B above.
C-1
EXHIBIT D
PURCHASE AGREEMENT
D.1
E-1
EXHIBIT "B"
PROJECT AGREEMENT
ICI
lMTEDC\SrLienSTRevTaxable202 1: CityAppmvingIssuanceRes
EXHIBIT
PROJECT AGREEMENT
THIS PROJECT AGREEMENT (this "Project Agreement") is executed by and among
the City of Round Rock, Texas (the "City") and the Round Rock Transportation and Economic
Development Corporation (the "Corporation") and dated as of May 18, 2021 10
WI TNE S S E TH:
WHEREAS, the Corporation was created by the City pursuant to authority granted by the
Section 4B of the Development Corporation Act of 1979, Article 5190.6. V.A.T.C.S., as amended,
now codified as Local Government Code, Title 12, Subtitle C 1 particularly Chapters 501 and 505
of the Local Government Code (collectively, the "Act"); and
WHEREAS, on August 9, 1997 and on November 8, 2011 , the citizens of the City voting
at elections on said dates approved the levy of a one-half of one percent sales and use tax upon the
receipts at retail of taxable items, for all purposes authorized by the Act (the "Sales Tax"); and
WHEREAS, under authority of the Act, it is the intent of the Corporation to issue bonds
for the purpose of financing eligible projects under the Act, and to secure such bonds with the
Sales Tax collected by the City under authority of the Act; and
WHEREAS, on April 22, 202 1, the Corporation adopted a bond resolution (the
"Resolution") and the City approved the adoption of the Resolution by the Corporation, which
Resolution has authorized the issuance of $ 000 in principal amount of the
Corporation's Senior Lien Sales Tax Revenue Bonds, Taxable Series 2021 (the "Bonds") for the
purpose of financing various improvements primariely for the benefit of the City (referred to in the
Resolution as the "Project", which improvements are more specifically described in Exhibit "A"
attached to this Project Agreement), and the Corporation and the City have previously entered into
a sales tax remittance agreement (the "Sales Tax Remittance Agreement") for the purpose of
providing a mechanism for distributing the Sales Tax between the Corporation and the City; and
WHEREAS, for the purpose of promoting and encouraging employment and the public
welfare, the Board of Directors of the Corporation desires to provide funds to be used to finance
the Project; and
WHEREAS, the City Council of the City desires to provide for the timely transfer of the
proceeds of the Sales Tax to the Corporation in accordance with the provisions of the Act to be
used by the Corporation to repay the Bonds sold to finance the Project; and
WHEREAS, the parties hereto find it necessary and advisable to enter into this Agreement
to evidence the duties and responsibilities of the respective parties with respect to the financing,
construction and acquisition of the Project.
NOW THEREFORE, in consideration of the covenants and agreements herein made, and
subject to the conditions herein set forth, the City and the Corporati"on contract and agree as
follows:
SECTION 1. DEFINITIONS AND INCORPORATION OF PREAMBLES. The
terms and expressions used in this Project Agreement, unless the context shows clearly otherwise,
shall have the meanings set forth herein, including terms defined in the Preambles hereto, which
preambles are incorporated in and made a part hereof for all purposes, or, if not defined herein,
such terms shall have the meanings given in the Resolution.
SECTION 2,, OBLIGATION OF CORPORATION TO FINANCE PROJECT,, The
10
Corporation agrees to pay, and will pay, certain costs of acquiring and constructing the Project on
behalf of the City through the issuance of the Bonds to provide the money for such payment, all in
the manner hereinafter described and as provided i*n the Resolution; and the Corporation, by such
payment, will therefore provide for the acquisition and construction of the Project for the benefit
of the City.
SECTION 3,. USE OF BOND PROCEEDS. The proceeds from the sale of the Bonds
will be used for the payment of costs and expenses in connection with the issuance of the Bonds
and the acquisition and construction of the Project, including, without limitation, all financing,
legal, printing, administrative, and other expenses and costs incurred in issuing the Bonds and
acquiring the Project, and capitalizing interest on the Bonds as required by the Resolution. Bonds
will be issued by the Corporation in the amount of $ 000 which amount i*s now estimated
to be sufficient, together with other available funds, to cover all the aforesaid costs and expenses
and other amounts required.
SECTION 44a ACQUISITION AND CONSTRUCTION CONTRACTS. The City,
acting on behalf of and as agent for the Corporation under this Project Agreement, will enter into
such contracts as are necessary to provide for acquiring and constructing the entire Project, and
said contracts shall be executed as required by the respective laws applicable to the City. The
Corporation shall cause the proceeds of the sale of the Bonds to be available to pay under such
contracts. The Corporation shall deposit the proceeds of the Bonds into the 2021 Project Fund 1*n
accordance with the Resolution, excluding proceeds required to be deposited into the Debt Service
Fund and to pay costs of issuance of the Bonds). The 2021 Project Fund shall be used for paying
the Corporation's costs and expenses incidental to the issuance of the Bonds and to pay certain
costs of acquiring, by purchase and construction, the Project. All contracts and draws on the 2021
Project Fund shall be approved by the Corporation and by the City, and any form of written
approval signed by the President of the Board of Directors of the Corporation or by the City
Manager or the Chief Financial Officer of the City will evidence the approval of the Corporation
and the City, respectively, for the purposes of this Section. Draws on the 2021 Project Fund shall
be made i*n accordance with the Resolution.
SECTION 5,, OWNERSHIP OF PROJECT. (a) The Corporation will provide, make
available, and render, to and for the benefit of the City and its inhabitants the Project financed by
the Co oration pursuant to this Project Agreement. It is agreed that the City always shall have
the exclusive use of the Project. In consideration of the Corporation's acquiring, making available,
and rendering to and for the benefit of the City and its inhabitants, the facilities and services of the
Project, the City makes and agrees to comply with its covenants which are set forth in the Sales
Tax Remittance Agreement. The City shall not be relieved of its covenants and obligations under
the Sales Tax Remittance Agreement, notwithstanding the failure of the Corporation to acquire or
2
construct all or any part of the Project. It is hereby provided that in further consideration of the
covenants made by the City under this Section and under the Sales Tax Remittance Agreement,
the City shall become the owner of the Project upon completion of the construction of each distinct
portion of the Project, as more particularly described in subsection (b) of this Section.
(b) After completion of the acquisition and construction of each identifiable portion of
the Project, and when an identifiable portion of the Project is ready to be placed in service, the
City shall inspect the same and if it is found by the City to have been acquired and constructed as
required by this Project Agreement, the City, acting by and through the Mayor of the City, shall
notify the Corporation in writing that it has accepted the Project. Upon such acceptance, all of
the Corporation's right, title, and interest of every nature whatsoever in and to such portion of the
Project automatically shall vest irrevocably in the City without the necessity of the execution of
any conveyance by the Corporation, and such transaction shall result in the automatic sale and
delivery of such portion of the Project by the Corporation to the City, and the vesting of title to
such portion of the Project in the City in consideration for the agreement of the City to perform its
obligations required under this Project Agreement. If requested in writing by the City, acting by
and through the Mayor or City Manager of the City, the Corporation will execute and deliver to
the City an appropriate instrument acknowledging that such sale, delivery, and vesting of title has
occurred, but such instrument shall not be necessary to effect the automatic sale, delivery, and
vesting of title, which shall occur as described above. Until the acceptance of a portion of the
Project by the City, all right, title, and interest in and to a portion of the Project shall be in the
Corporation. After such acceptance and the resulting sale, delivery, and vesting of title i*n the City,
the Corporation shall have no right, title, or interest in, or responsibility with respect to, a portion
of the Project and the Corporation shall have no right to extend, improve or otherwise expend
funds in the 2021 Project Fund of the Resolution for such portion of the Project.
SECTION 61s ACQUISITION. The City and the Corporation agree to proceed promptly
with the acquisition, by purchase and construction, of the Project. The City and Corporation
hereby covenant that they will make a diligent effort to complete such acquisition and construction
as soon as practicable. The City and the Corporation do not anticipate any delays in completing
the acquisition of the Project, but the City and the Corporation shall not be liable to each other for
any damages caused by any delays in completion of the Project.
SECTION 7,, USE OF CITY'S PUBLIC PROPERTY. By these presents, the City
authorizes use of any anall real Pdroperty, streets, alleys, public ways and places, and general
utility or sewer easements of the City for acquisition and construction of the Project.
SECTION 8,, FORCE MAJEURE. If, by reason of Force Majeure, any party hereto shall
be rendered unable wholly or in part to call, III y out its obligations under this Project Agreement, then
such party shall give notice and full particulars of such Force Majeure in writing to the other parties
within a reasonable time after occurrence of the event or cause relied upon, and the obligation of
the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended
during the continuance of the inability then claimed, except as hereinafter provided, but for no
longer period, and any such party shall endeavor to remove or overcome such inability with all
reasonable dispatch. The term "Force Majeure" as employed herein, shall mean acts of God,
strikes, lockouts, or other industrial disturbances, acts of public enemy, orders of any kind of the
3
Government of the United States or the State of Texas or any civil or military authority,
insurrections, riots, epidemics, landslides, lightning, earthquake, fires, hurricanes, storms, floods,
washouts, droughts, arrests, restraint of government and people, civil disturbances, explosions,
breakage or accidents to machinery, pipelines, or canals, or other causes not reasonably within the
control of the party claiming such inability. It is understood and agreed that the settlement of
strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and
that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch
shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing
party or parties when such settlement is unfavorable to it in the judgment of the party having the
difficulty. It is specifically excepted and provided, however, that i*n no event shall any Force
Maj*eure relieve the City of its obligation to transfer Sales Tax revenues to the Corporation as
required under the Sales Tax Remittance Agreement.
SECTION 9. REGULATORY BODIES. This Project Agreement and the Project shall
be subject to all valid rules, regulations, and laws a pplicable thereto passed or promulgated by the
United States of America, the State of Texas, or any governmental body or agency having lawful
jurisdiction or any authorized representative or agency of any of them.
SECTION 10,, TERM OF PROJECT AGREEMENT. The term of this Project
Agreement shall be for the period during which the Bonds or any interest thereon are outstanding
and unpaid.
[The remainder of, his page intentionally left blank]
4
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed in
multiple counterparts, each of which shall be considered an original for all purposes, as of the day
and year first set out above.
CITY OF ROUND ROCK, TEXAS
Mayor
ATTEST:
City Clerk
(SEAL)
ROUND ROCK TRANSPORTATION
AND ECONOMIC DEVELOPMENT
CORPORATION
President, Board of Directors
ATTEST:
Secretary, Board of Directors
(SEAL)
EXHIBIT A
DESCRIPTION OF THE PROJECT
The Bonds have been authorized to provide funds to finance the designing and constructing a
convention center facility and the costs necessary or incident to the undertaking of such project.
CERTIFICATE FOR RESOLUTION NO. R-2021-100
THE STATE OF TEXAS §
COUNTIES OF WILLIAMSON AND TRAVIS §
CITY OF ROUND ROCK §
The undersigned City Clerk of the City of Round Rock, Texas (the "City"), hereby certify
as follows:
1. The City Council of the City convened in a REGULARLY SCHEDULED
MEETING ON THE 22nd DAY OF APRIL, 2021, (the "Meeting"), and the roll was called of the
duly constituted officers and members of the Council, to -wit:
Craig Morgan, Mayor
Michelle Ly, Place 1
Rene Flores, Mayor Pro Tem, Place 2
Matthew Baker, Place 3
Frank Ortega, Place 4
Writ Baese, Place 5
Hilda Montgomery, Place 6
and all of the persons were present, except the following absentees:
thus constituting a quorum. Whereupon, among other business,
the following was transacted at the Meeting: a written
RESOLUTION APPROVING A RESOLUTION OF THE ROUND ROCK
TRANSPORTATION AND ECONOMIC DEVELOPMENT CORPORATION
AUTHORIZING THE ISSUANCE OF ROUND ROCK TRANSPORTATION AND
ECONOMIC DEVELOPMENT CORPORATION SENIOR LIEN SALES TAX
REVENUE BONDS, TAXABLE SERIES 2021; APPROVING A PAYING
AGENT/REGISTRAR AGREEMENT, A PROJECT AGREEMENT AND A BOND
PURCHASE AGREEMENT; APPROVING AN OFFICIAL STATEMENT; AND
APPROVING OTHER MATTERS RELATED THERETO
was duly introduced for the consideration of the City Council. It was then duly moved and
seconded that the Resolution be passed; and, after due discussion, said motion carrying with it the
passage of the Resolution, prevailed and carried by the following vote:
AYES: :�L_
NOES: 0
RRTEDC\SrL1enSTRevTaxab1e2021: CityApprovingIssuanceResCert
2. A true, full and correct copy of the Resolution passed at the Meeting described in the
above and foregoing paragraph is attached to and follows this Certificate; that the Resolution 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 Resolution; that the persons named in the above and foregoing
paragraph are the duly chosen, qualified and acting city officials as indicated therein; that each of
the elected officials and members of the City Council was duly and sufficiently notified officially
and personally, in advance, of the time, place and purpose of the Meeting, and that the Resolution
would be introduced and considered for passage at the Meeting, and each of the elected officials
and members consented, in advance, to the holding of the Meeting for such purpose, and that the
Meeting was open to the public and public notice of the time, place and purpose of the meeting
was given, all as required by Chapter 551, Government Code, as amended and asfurther 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).
3. The Mayor of the City has approved and hereby approves the Resolution and the
Mayor and the City Clerk of the City have duly signed the Resolution.
RRTEDC\SrLienSTRevTaxab1e2021: CityApprovingIssuanceResCert
SIGNED AND SEALED the 22 °d day of April, 2021 0
City Clerk
[CITY SEAL]
RRTEDC\SrLienSTRevTaxab1e2021: CityApprovingIssuanceResCert
RESOLUTION NO. R=2021mlOO
RESOLUTION APPROVING A RESOLUTION OF THE ROUND ROCK
TRANSPORTATION AND ECONOMIC DEVELOPMENT CORPORATION
AUTHORIZING THE ISSUANCE OF
ROUND ROCK TRANSPORTATION AND ECONOMIC DEVELOPMENT
CORPORATION SENIOR LIEN SALES TAX REVENUE BONDS, TAXABLE SERIES
2021 APPROVING A PAYING AGENT/REGISTRAR AGREEMENT, A PROJECT
AGREEMENT AND A BOND PURCHASE AGREEMENT; APPROVING AN
OFFICIAL STATEMENT; AND APPROVING OTHER MATTERS RELATED
THERETO
STATE OF TEXAS §
COUNTIES OF WILLIAMSON AND TRAMS §
CITY OF ROUND ROCK §
WHEREAS, the Round Rock Transportation System Development Corporation was
created under the auspices of the City of Round Rock, Texas (the "City") pursuant to Section 4B
of the Development Corporation Act of 1979, Article 5190.6, V.A.T.C.S., as amended, now
codified as Local Government Code, Title 129 Subtitle C 1 particularly Chapters 501 and 505 of
the Local Government Code; and
WHEREAS, at an election held on August 9, 1997, a majo0
rity of the citizens of the City
voting at said election authorized the City to levy a sales and use tax on the receipts at retail of
taxable items within the City at a rate of one-half of one percent; and
WHEREAS, on November 8, 2011, a majority of the citizens of the City voting at such
election authorized the existing sales and use tax to be used for additional purposes as provided by
state law; and
WHEREAS, after such election the bylaws and other governing documents were amended
to update certain provisions including the name of the corporation to be "Round Rock
Transportation and Economic Development Corporation" (the "Issuer"); and
WHEREAS, the Issuer has determined to issue bonds to provide funds for designing and
constructing a convention center facility and the costs necessary or incident to the undertaking of
such project (collectively, the "Project"); and
WHEREAS, on April 22, 2021 , the Board of Directors of the Issuer adopted a resolution,
attached hereto as Exhibit "A" (the "Bond Resolution"), which authorizes the issuance of
$ 000 in principal amount of Senior Lien Sales Tax Revenue Bonds, Taxable Series
2021 (the "Bonds"), to pay all or a portion of the costs of the Project; and
RRTEDC\SrLienSTRevTaxab1e202 1: CityApprovinglssuanceRes
WHEREAS, capitalized terms used in this Resolution but not otherwise defined shall have
the meanings given to such terms in the Bond Resolution'D
; and
WHEREAS, the City and the Issuer shall cooperate with respect to the acquisition and
construction of the Project in accordance with the terms and conditions of that certain Project
Agreement, dated May 18, 202 1, between the City and the Issuer, in substantially the form attached
hereto as Exhibit "B"; and
WHEREAS, in accordance with the provisions of the Act, the City shall timely transfer to
the Issuer the proceeds of the aforesaid sales and use tax, in accordance with the terms and
conditions of that certain Sales Tax Remittance Agreement, dated as of May 15, 2001, between
the City and the Issuer and such funds shall be maintained by the Depository of the City and
accounted for separately by the City on behalf of the Issuer; and
WHEREAS, it is deemed necessary and advisable that this Resolution be adopted by the
City Council of the City (hereinafter referred to as the "City Council") in accordance with Section
501.204(a) of the Local Government Code.
THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ROUND ROCK, TEXAS THAT:
Section 1. Approval of the Bonds and the Bond Resolution. The resolution of the
Issuer entitled a "RESOLUTION OF THE ROUND ROCK TRANSPORTATION AND
ECONOMIC DEVELOPMENT CORPORATION AUTHORIZING THE ISSUANCE OF
ROUND ROCK TRANSPORTATION AND ECONOMIC DEVELOPMENT CORPORATION
SENIOR LIEN SALES TAX REVENUE BONDS, TAXABLE SERIES 2021 APPROVING A
PAYING AGENT/REGISTRAR AGREEMENT, A PROJECT AGREEMENT AND A BOND
PURCHASE AGREEMENT; APPROVING AN OFFICIAL STATEMENT; AND APPROVING
OTHER MATTERS RELATED THERETO, " n substantially the form and substance as attached
to this Resolution as Exhibit "A" and made a part hereof for all purposes, is hereby approved, and
the Bonds in the aggregate principal amount of $ 000 may be issued by the Issuer for
the purpose of (i) providing funds for the Costs of the Project, (ii) capitalizing interest on the Bonds
and (iii) paying the costs of issuing the Bonds.
Section 2. Approval of Pr oject Agreement. The Project Agreement attached hereto in
substantially final form as Exhibit "B" is hereby approved, and the Mayor and City Clerk of the
City are authorized to approve any changes and execute the Project Agreement on behalf of the
City.
Section 3. Confirmation of Sales Tax Remittance Agreement.
Remittance Agreement, dated as of May 15, 2001, between the City and the
reconfirmed and pproved.
RRTEDC\SrLienSTRevTaxab1e202 1: CityApprovinglssuanceRes
The Sales Tax
Issuer is hereby
Section 4. Execution of Documents: No Liability of the City. The City Council of the
City hereby authorizes the Mayor, the City Manager and the Assistant City Manager to execute on
behalf of the City all documents deemed necessary in connection with the issuance of the Bonds
and the agreements approved by this Resolution. The City Clerk is authorized to attest any
documents necessary. The City shall have no liability for the payment of the Bonds nor shall any
of its assets be pledged to the payment of the Bonds.
Section 5. Incorporation of Rectals.iThe findings and preambles set forth in this
Resolution are hereby incorporated into this Resolution and made a part hereof for all purposes.
Section 6. Effective Date. This Resolution shall become effective immediately upon
passage.
[The Remainder of This Page i*s Intentionally Left Blank]
3
RRTEDC\SrLienSTRevTaxabIe2O2 1: CityApprovinglssuanceRes
RESOLVED on this the 22nd day of April, 2021.
CITY OF ROUNJ? ROCK, TE
Craig MVrgan,
ATTEST:
Sara L. White, City Clerk
RRTEDC\SrLienSTRevTaxable2021: CityApprovingIssuanceRes
EXHIBIT "A"
BOND RESOLUTION
A-1
RRTEDC\SrLienSTRevTaxable202 1: CityApprovingIssuanceRes
EXHIBIT "B"
PROJECT AGREEMENT
RRTEDC\SrLienSTRevTaxable202 1: CityApprovingIssuanceRes