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O-2021-186 - 7/8/2021ORDINANCE NO, 0=2021=186 ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF ONE OR MORE SERIES OF CITY OF ROUND ROCK, TEXAS VENUE TAX AND HOTEL OCCUPANCY TAX REVENUE REFUNDING BONDS; APPROVING AND AUTHORIZING AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT, A BOND PURCHASE AGREEMENT, AN ESCROW AGREEMENT AND OTHER RELATED DOCUMENTS,* ESTABLISHING THE PROCEDURES FOR SELLING AND DELIVERING THE BONDS; AND AUTHORIZING OTHER MATTERS RELATING TO THE BONDS Adopted July 8, 2021 RROCK/HOTRevRefg2021: Ordinance ORDINANCE NO. 0=2021=186 ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF ONE OR MORE SERIES OF CITY OF ROUND ROCK, TEXAS VENUE TAX AND HOTEL OCCUPANCY TAX REVENUE REFUNDING BONDS; APPROVING AND AUTHORIZING AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT, A BOND PURCHASE AGREEMENT, AN ESCROW AGREEMENT AND OTHER RELATED DOCUMENTS; ESTABLISHING THE PROCEDURES FOR SELLING AND DELIVERING THE BONDS; AND AUTHORIZING OTHER MATTERS RELATING TO THE BONDS STATE OF TEXAS § COUNTIES OF TRAMS AND WILLIAMSON § CITY OF ROUND ROCK § WHEREAS, the City Council of the City of Round Rock, Texas (the "City") deems it advisable and in the best interests of the City to refund the Refunded Obligations (as defined in Exhibit "A" hereto) in order to achieve a net present value debt service savings of not less than 3,.0% of the principal amount of the Refunded Obligations net of any City contribution with such savings, among other information and terms to be included in a pricing certificate to be executed by the City Manager, acting as the designated pricing officer of the City, or, in the absence of the City Manager, the Chief Financial Officer, all in accordance with the provisions of Chapter 1207, Texas Government Code, as amended ("Chapter 1207") and Chapter 1371, Texas Government Code, as amended ("Chapter 1371 ")'a ; and NMEREAS, Chapter 1207 and Chapter 1371 authorize the City to issue one or more series o refunding bonds and to deposit the proceeds from the sale thereof together with any other available funds or resources, directly with a place of payment (paying agent) for the Refunded Obligations or with a trust company or commercial bank that does not act as depository for the City, and such deposit, if made before such payment dates, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, Chapter 1207 further authorizes the City to enter into an escrow agreement with a paying agent for the Refunded Obligations or with a trust company or commercial bank that does not act as depository for the City with respect to the safekeeping, investment, reinvestment, administration and disposition of any such deposit, upon such terms and conditions as the City and such escrow agent may agree, provided that such deposits may be invested and reinvested in Escrowed Securities (as defined herein); and WHEREAS, the Escrow Agreement hereinafter authorized, constitutes an agreement of the kind authorized and permitted by Chapter 1207; and NMEREAS, all the Refunded Obliions mature or are subject to redemption pnor gatto 01. maturity within 20 years of the date of the bonds hereinafter authorized: and RROC"OTRevRefg2021: Ordinance WHEREAS, it is hereby officially found and determined that the meeting at which this Ordinance was adopted was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code. THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK, TEXAS THAT: Section 1. DEFINITIONS. For all purposes of this Ordinance, except as otherwise expressly provided or unless the context otherwise requires, the terms defined in Exhibit "A" to this Ordinance have the meanings assigned to them in Exhibit "A". Section 2. AMOUNT AND PURPOSE OF THE BONDS. The Bond or Bonds of the 0 City further described in Section 3(a) of this Ordinance and herein defined as the Bonds are hereby authorized to be issued and delivered in the aggregate principal amount not to exceed $7,000,000 ob for the purpose of (1) refunding the Refunded Obligations and (11) paying the costs associated with the issuance of the Bonds. Section 3. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND TERMS OF THE BONDS. (a) Each bond issued pursuant to this Ordinance for the purpose described in Section 2 of this Ordinance shall be designated: "CITY OF ROUND ROCK, TEXAS VENUE TAX AND HOTEL OCCUPANCY TAX REVENUE REFUNDING BOND, SERIES 202 ". The Bonds shall be designated by the year in which the Bonds are awarded as set forth in the Pricing Certificate. If more than one series of Bonds is issued pursuant to this Ordinance, a letter designation may be added to the name of the Bonds as set forth in the Pricing Certificate. (b) There initially shall be issued, sold and delivered under this Ordinance fully registered bonds, without interest coupons, which maybe in the form of Current Interest Bonds or Premium Compound Interest Bonds, numbered consecutively from R-1 upward, in the case of Current Interest Bonds, and from PC-1 upward, i*n the case of Premium Compound Interest Bonds (except the Initial Bond delivered to the Attorney General of the State of Texas which shall be numbered Tm I and TPCm I respectively) payable to the initial registered owner(s) (as designated in subsection (c) of this section), or to the registered assignee or assignees of said Bonds or any portion or portions thereof (in each case, the "Registered Owner" or the "Owner"), in the denomination of $5,000 or any integral multiple thereof maturing not later than December 1, 2037, serially or otherwise on the dates, in the years and i*n the principal amounts, respectively, and dated, all as set forth in the Pricing Certificate to be executed and delivered by the Pricing Officer pursuant to subsection (c) of this section. The authority of the Pricing Officer to execute and deliver a Pricing Certificate for one or more series o e Bonds shall expire at 5:00 P.M. central daylight savings time on July 8'illllll, 2022. Bonds priced on or before July 8111111111 2022 may close after such date. (c) As auIhorized by Chapter 1207.007, Texas Govejunnent Code, as amended, and Chapter 1371, the Pricing Officer is hereby authorized to act on behalf of the City i*n selling and delivering one or more series o e Bonds , determining which of the Refundable Obligations shall be refunded and constitute Refunded Obligations under this Ordinance and carrying out the other 2 RROCKfflOTRevRefg2021: Ordinance procedures specified in this Ordinance, including determining and fixing the Bonds as Taxable Bonds or Tax -Exempt Bonds, the date of each series of the Bonds, any additional or different designation or title by which each series of the Bonds shall be la.own, the price at Which one or more series of the Bonds will be sold, the years 1*n which one or more series of the Bonds will mature, the principal amount to mature in each of such years, the aggregate principal amount of Current Interest Bonds and Premium Compound Interest Bonds, the rate or rates of interest to be borne by each such maturity, the interest payment periods, the dates, price, and terms upon and at which each series of the Bonds shall be subject to redemption prior to maturity at the option of the City, as well as any mandatory sinking fund redemption provisions, and all other matters relating to the issuance, sale, and delivery of each series of the Bonds and the refunding of the Refunded Obligations, all of which shall be specified in each Pricing Certificate; provided that (i) the price to be paid for the Bonds shall not be less than 90% of the aggregate original principal amount thereof plus accrued interest thereon from its date to its delivery, (11) none of the Bonds shall bear interest at a rate, or yield in the case of Premium Compound Interest Bonds, greater than the maximum authorized by law, and (111*) the refunding must produce a net present value debt service savings of at least 3.0% of the principal amount of the Refunded Obligations, net of any City contribution. In establishing the aggregate principal amount of the Bonds, the Pricing Officer shall establish an amount not to exceed the amount authorized in Section 2, which shall be sufficient to provide for the purposes for which the Bonds are authorized and to pay the costs of issuing the Bonds. In satisfaction of Section 1201.022(a)(3), Texas Government Code, the City Council hereby deternes that the delegation of the authority to the Prici ming Officer to approve the method of sale and final terms and conditions of each series of the Bonds as set forth in this Ordinance is, and the decisions made by the Pricing Officer pursuant to such delegated authority and incorporated in each Pricing Certificate will be, in the City's best interest and shall have the same force and effect as if such determination were made by the City Council, and the Pricing Officer is hereby authorized to make and include 1*n each Pricing Certificate an appropriate finding to that effect,, Each Pricing Certificate is hereby incorporated by reference into and made a part of this Ordinance. (d) To achieve advantageous borrowing costs for the City, each series of the Bonds shall be sold on a negotiated, placement or competitive basis as determined by the Pricing Officer in each Pricing Certificate. In determining whether to sell each series of the Bonds by a negotiated, placement or competitive sale, the Pricing Officer shall take into account the financial condition of the City, any material disclosure issues which might exist at the time, the market conditions expected at the time of the sale and any other matters which, in the judgment of the Pricing Officer, might affect the net borrowing costs on each series of the Bonds,, If the Pricing Officer determines that a series of the Bonds should be sold at a competitive sale, the Pricing Officer shall cause to be prepared a notice of sale and official statement 1*n such manner as the Pricing Officer deems appropriate, to make the notice of sale and official statement available to those institutions and firms wishing to submit a bid for the Bonds, to receive such bids, and to sell the Bonds to the bidder submitting the best bid in accordance with the provisions of the notice of sale. 3 RROCK/HOTRevRefg2021: Ordinance If the Pricing Officer determines that a Series of the Bonds should be sold by a negotiated sale or placement, the Pricing Officer shall'desi*oate the placement purchaser or the senior m0 anaging underwriter for the Bonds and such additional investment banking firms as the Pricing Officer deems appropriate to assure that the Bonds are sold on the most advantageous terms. The 0 40Pricing Officer, acting for and on behalf of the City, is authorized to enter into and carry out a bond purchase contract or other agreement for the Bonds to be sold by negotiated sale or placement at such price, with and subject to such terms as determined by the Pricing Officer pursuant to subsection (c) above. Each bond purchase contract or other agreement shall be substantially i*n the form and substance previously approved by the City in connection with previous 0 with such changes as the Pricing Officer executing the same may approve, such approval to be 10 received by execution of such contract or agreement including any provisions determined to be 0 necessary by the Pricing Officer and Bond Counsel in the event that such Series of Bonds is being sold in a forward delivery transaction. (e) The Current Interest Bonds shall bear interest calculated on the basis of a 360-day year composed of twelve 30mday months from the dates specified in the FORM OF BONDS set forth in this Ordinance to their respective dates of maturity or redemption at the rates per annum 0 set forth in the Pricing Certificate. The Premium Compound Interest Bonds shall bear interest from the Issuance Date, calculated on the basis of a 360-day year composed of twelve 30-day months (subject to rounding to the Compounded Amounts thereof) compounded on the Compounding Dates as set forth in the Pricing Certificate, and payable, together with the principal amount thereof, in the manner provided in the Form of Bonds at the rates set forth in the Pricing Certificate. Attached to the Pricing Certificate, if Premium Compound Interest Bonds are to be issued, shall be the Accretion Table. The Accreted Value with respect to any date other than a Compounding Date is the amount set forth on the Accretion Table with respect to the last preceding Compounding Date, plus the portion of the difference between such amount and the amount set forth on the Accretion Table with respect to the next succeeding Compounding Date that the number of days (based on 30-day months) from such last preceding Compounding Date to the date for which such determination is being calculated bears to the total number o ays (based on ay months) from such last preceding Compounding Date to the next succeeding Compounding Date. (� TheBonds i may and shall be redeemed pn*ortotheres ective scheduled maturity dates, (1*i) maybe assigned and transferred, (iii) maybe exchanged for other Bonds, (iv) shall have the characteristics, and (v) shall be signed and sealed, and the principal o and interest on the Bonds shall be payable, all as provided, and in the manner required or indicated, in the FORM OF BONDS set forth in Exhibit "B" to this Ordinance and in the Pricing Certificate. (g) In the event that any date for payment of the p0 rincipal of or interest on the Bonds is a Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment will be the next succeeding day that is not a Saturday, Sunday, legal holiday, or day on which such banking institutions are authorized to close. Payment on such later date will not increase the amount of interest due and will have the same force and effect as if made on the 0 original date payment was due. 4 RROCKMOTRevRefg2021: Ordinance (h) The term "Bonds" as used in this Ordinance shall mean and include the Bonds initially issued and delivered pursuant to this Ordinance and all substitute Bonds exchanged therefor, as well as all other substitute Bonds and replacement Bonds issued pursuant hereto, and the term "Bond" shall mean any of the Bonds. Section 4. REDEMPTION AND NOTICE OF REDEMPTION AND DEFEASANCE, (a) The City reserves the right to and shall redeem the Bonds on the dates and i0 n the manner set forth in the FORM OF BOND set forth in E�ibit "B" to this Ordinance and the Pricing Certificate. (b) Unless waived by any Owner of the Bonds to be redeemed, the Chief Financial Officer shall give notice of redemption or defeasance to the Paying Agent/Registrar at least thirty-five (35) 40 40days prior to a redemption date in the case of a redemption (unless a lesser period is acceptable to the Paying Agent/Registrar) and on the defeasance date in the case of a defeasance and the Paying Agent/Registrar shall give notice of redemption or of defeasance of Bonds by mail, first-class postage prepaid at least thirty (30) days prior to a redemption date and within thirty (30) days after a defeasance date to each Owner and to the central post office or each registered securities depository and to any national information seryice that disseminates such notices. In addition, in the event of a redemption caused by an advance refunding of the Bonds, the Paying Agent/Registrar shall send a second notice of redemption to the persons specified in the immediately preceding sentence at least thirty (30) days but not more than ninety (90) days prior to the actual redemption date. Any notice sent to the central post office or registered securities depositories or such national information services shall be sent so that they are received at least two (2) days prior to the general mailing or publication date of such notice. The Paying AgenVRegistrar shall also send a notice of prepayment or redemption to the Owner of any Bond who has not sent the Bonds in for redemption sixty (60) days after the redemption date. (c) Each notice of redemption or defeasance, whether required in the FORM OF BOND or in this section, shall contain a description of the Bonds to I e redeemed or lefease I including the complete name of the Bonds, the date of issue, the interest rate, the maturity date, the CUSIP number, the certificate numbers, the amounts called of each certificate, ation the publicand mailing date for the notice, the date of redemption or defeasance, the redemption price, if any, the name of the Paying Agent/Registrar and the address at which the Bonds may be redeemed or paid, including a contact person and telephone number. (d) With respect to any optional redemption of the Bonds, unless certain prerequisites to such redemption required by this Ordinance have been met and moneys sufficient to pay the 0 principal of and premium, if any, and interest on the Bonds to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving o such notice of redemption, such notice shall state that said redemption may, at the option of the City, be conditional upon the satisfaction o such prerequisites and receipt o such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not received, such notice shall be o no force and effect, the RROCKMOTRevRefg2021: Ordinance City shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner i40 n which the notice of redemption was given, to the effect that the Bonds have not been redeemed. (e) All redemption payments made by the Paying Agent/Registrar to the registered owners of the Bonds shall include a CUSIP number relating to each amount paid to such registered owner. (f) The failure of any Owner of the Bonds to receive notice given as provided in this section, or any defect therein, shall not affect the validity of any proceedings for the redemption of any Bonds. Any notice mailed as provided in this section shall be conclusively presumed to have been duly given and shall become effective upon mailing, whether or not any Owner receives such notice. (g) So long as DTC is effecting book-entry transfers of the Bonds, the Paying Agent/Registrar shall provide the notices specified in this section only to DTC. It is expected that DTC shall, in turn, notify its participants and that the participants, in turn, will notify or cause to be notified the beneficial owners. Any failure on the part of DTC or a participant, or failure on the part of a nominee of a beneficial owner of a Bond to notify the beneficial owner of the Bond so affected, shall not affect the validity of the redemption of such Bonds. Section 5,, CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer, and 0 0 Exchange; Authentication,, The Pricing Officer in the Pricing Certificate shall select an eligible institution to Serve as paying agent/registrar for the Bonds (the "Paying Agent/Registrar"). The City shall keep or cause to be kept at the designated office for payment of the Paying Agent/Registrar books or records for the registration of the transfer and exchange of the Bonds (the "Registration Books"), and the City hereby appoints the Pai�(ing Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers and exchanges under such reasonable regulations as the City and Paying Agent/Registrar may 40 prescribe; and the Paying Agent/Registrar shall make such registrations, transfers and exchanges as herein provided. The Paying Agent/Registrar Agreement between the City and the Paying Agent/Registrar, i*n substantially the form presented to the City Council at the meeting at which this Ordinance was considered, is hereby approved and the Mayor and City Clerk of the City are hereby authorized to execute the Paying Avent/ReL1,13trar Aareement and approve an', anges in the final form thereof as evidenced by I eir execution thereof. The Paying Age egistrar shall obta10 in and record in the Registration Books the address o the registered owner o each on 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 Age egistTar 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. To the extent possible and under reasonable circumstances, all transfers of the Bonds shall be made within three business days after request and presentation thereof. The City shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Age egistrar 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's standard or customary fees and charges for making such registration, transfer, exchange and delivery o a $I RROC MOTRevRefg2021:Ordinance substitute Bond or Bonds shall be paid as provided in the FORM OF BOND set forth in Exhibit B it to this Ordinance. Registration of assignments, transfers and exchanges of the Bonds shall be made in the manner provided and with the effect stated in the FORM OF BOND set forth in Exhibit "B" to this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it from each other. Except as provided in (c) below, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the Paying Agent/Registrar's Authentication Certificate, and no such Bond shall be deemed to be issued or outstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds and surrendered for transfer and exchange. No additional ordinances, orders or resolutions need be passed or adopted by the governing body of the City or any other body or person so as to accomplish the foregoing transfer and exchange of any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the preparation, execution and delivery of the substitute Bonds in the manner prescribed herein. Pursuant to Chapter 1206, Texas Government Code, as amended, the duty of transfer and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Certificate, the transferred and exchanged Bond shall be valid, incontestable and enforceable in the same manner and with the same effect as the Bonds which initially were issued and delivered pursuant to this Ordinance, approved b�y the Attorney General and registered by the Comptroller of Public Accounts. (b) Payment of Bonds and Interest. The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, all as provided in this Ordinance. The Paying Agent/ Registrar shall keep proper records of all payments made by the City and the Paying Agent/Registrar with respect to the Bonds. (c) In General. The Bonds (1*) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Bonds to be payable only to the registered owners thereofii () may and shall be redeemed prior to their scheduled maturities(iii ) may be transferred and assigned, (iv) maybe exchanged for other Bonds, v) shall have the characteristics, vi shall be signed, sealed, executed and authenticated, vii the principal of and interest on the Bonds shall be payable, and viii) shall be administered and the Paying Agent/Registrar and the City shall have certain duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF BOND set forth in Exhibit "B" to this Ordinance and the Pricing Certificate. The Bonds initially issued and delivered pursuant to this Ordinance are not required to be, and shall not be, authenticated b the Paying Agent/ Registrar, but on each substitute Bond issued in exchange for any Bond or Bonds issued under this Ordinance the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, 1"n the form set forth i*n the FORM OF BOND. (d) Substitute Paying Aae nt/Re istTar, The City covenants with the registered owners o e Bonds that at all times while the Bonds are outstanding the City will provide a competent and legally qualified bank, trust company, financial institution or other entity to act as and perform the services o aying Agent/Registrar for the Bonds under this Ordinance, and that the Paying 7 RROCK. flOTRevRefg202 I: Ordinance Agent/Registrar will be one entity; however, the Paying Agent/Registrar may be separate entities,, The City reserves the right to, and may, at its option and to the extent permitted by law, (1) act in the capacity of Paying Agent/Registrar or (11) 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 bj( merger, acquisition or other method) should resign or otherwise cease to act as such, the City covenants that promptly it will assume the duties or will appoint a competent and legally qualified bank, trust company, financial institution or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/RegistTar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Bonds, bl.) the new Paying Agent/Registrar designated and appointed bY the City. Upon any change in the Paying Agient/ReglstTar,11111 the City promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Bonds, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying AgenVRegl*perflorstrar. By accepting the position and ming as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. (e) Book -Entry -Only System. The Bonds issued in exchange for the Bonds initially issued as provided in Section 6 shall be issued in the form of a separate single fully registered Bond for each of the maturities thereof registered in the name of Cede & Co., as nominee of The DePository Trust Company of New York ("DTC") and excePta��spr�liivldesdinsub-e-c-ti�l,n(f)herie��,,)f , all of the outstanding Bonds shall be registered in the name of Cede & Co., asno inee With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Age t/Regisl ar shall I ave no responsibility or obligation to any securities I rol ers A- 10 and dealers, banks, Lrust companies, clearing corporations and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among DTC participants (the "DTC Participant") or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (il*) the delivery to any DTC Participant or any other person, other than a Registered Owner, as shown on the Registration Books, of any notice with respect to the Bonds, or (ill) the payment to any DTC Participant or any person, other than a Registered Owner, as shown in the Registration Books of any amount with respect to pn*ncl*intere pal of or st on the Bonds. Notwithstanding any other provision o is Ordinance to the contrary, but to the extent permitted by law, the City and the Paying Agent/Registrar shall be entitled to treat and consider the person i*n whose name each Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose of payment o principal o and interest, with respect to such Bond, for the purposes o registering transfers with respect to such Bond, and for all other purposes of registering transfers with respect to such 0 Bonds, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the Bonds only to or upon the order of the respective Registered Owners, as shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly RROCK fflOTRevRefg202 I: Ordinance authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the City I s obligations with respect to payment of principal of and interest on the Bonds 40 to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in 10 the Registration Books, shall receive a Bond evidencing the obligation of the City to make payments of principal, and interest pursuant to this Ordinance,, Upon delivery by DTC to the Paying Agent/Registrar of VMtten notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks being mailed to the registered owner at the close of business on the Record Date the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. (f) Successor Securities Depository: Transfer Outside Book -Entry -Only System. In the event that the City determines to discontinue the book -entry system through DTC or a successor or DTC determines to discontinue providing its services with respect to the Bonds, the City shall either (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in the Registration Books i*n the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names the Registered Owner transferring or exchanging Bond shall designate, in accordance with the provisions of this Ordinance. (g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Letter of Representations of the City to DTC. (h) DTC Letter of Representation. The officers of the City have previously executed a Blanket Letter of Representations for and on behalf of the City and the City acknowledges the use of such Blanket Letter with DTC in establishing the Book -Entry -Only System with respect to the Bonds. Section 6. INITIALBOND. The Bonds herein authorized shall initially be issued as a fully registered bond, being one bond (hereinafter called the "Initial Bond"). The Initial Bond shall be registered in the name of the initial purchaser of the Bonds or the designees thereof as set forth in the Pricing Certificate. The Initial Bond shall be submitted to the Office of the Attorney General of the State of Texas for approval and registration by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial purchaser thereof. Immediately after the delivery of the Initial Bond on the closing date, the Registrar shall cancel the Initial Bond and exchange therefor Bonds in the form of a separate single fully -registered Bond for each of the maturities thereof registered in the name of Cede & Co., as nominee of DTC and, except as provided in Section 5(f), all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. RROCK/HOTRevRefg2021: Ordinance Section 7. FORM OF BOND. The form of each Bond, including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached only to the Bonds initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially i0 n the form set forth in Exhibit "B" hereto and the Pricing Certificate, with such appropriate variations, omissions or insertions as are permitted or required by this Ordinance. Section 8. SECURITY OF BONDS AND ADDITIONAL PARITY OBLIGATIONS AND PLEDGE OF HOT PLEDGED REVENUES AND VENUE TAX REVENUES. The Bonds shall be entitled to the security and benefits of this Ordinance. The City hereby covenants and agrees that the HOT Pledged Revenues are hereby irrevocably pledged to the payment and security of the Bonds, the Outstanding Parity Obligations and any Additional Parity Obligations. The City additionally hereby covenants and agrees that the Venue Tax Revenues are also irrevocably pledged to the payment and security of the Bonds and any Outstanding Venue Parity Obligations and Additional Parity Obligations issued in the future as Venue Parity Obligations. Any Additional Parity Obligations may be further secured and payable from reserve and pledged funds as provided in the Supplemental Ordinance authorizing any such Additional Parity Obligations. The Parity Obligations, and the interest thereon, shall constitute a lien on and pledge of the HOT Pledged Revenues (and Venue Tax Revenues for Venue Parity Obligations) and the lien is hereby created on the HOT Pledged Revenues (and Venue Tax Revenues for Venue Parity Obligations) for the payment and security of the Parity Obligations which lien shall be superior to the lien on and pledge of the HOT Pledged Revenues (and Venue Tax Revenues for Venue Parity Obligations) securing payment of any Sul!)ordi*nate Iien Obligations hereafter issued by the City. Chapter 1208, Government Code, applies to the issuance of the Bonds and the pledge of the HOT Pledged Revenues and Venue Tax Revenues granted by the City under this section, 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 the HOT Pledged Revenues and Venue Tax Revenues granted by the City under this section is to be subject to the filing requirements of Chapter 9, Business &Coil merce Code, then inor er the registered owners of the Bonds the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Business Co erce Code and enable a filing to perfect the security interest in said pledge to occur. Section 9. SPECIAL FUNDS. The creation of the Venue Project Fund (consisting of a Venue Revenue Account and a Venue Project Account) and the Venue Debt Service Fund are hereby confirmed for the benefit of the Holders of Venue Parity Obligations. Additionally, the creation of the Revenue Fund, the Debt Service Fund and the Reserve Fund for the benefit of the 0 Oblig olders of Parityations are hereby confirmed. The creation of the Escrow Fund as provided in the Escrow Agreement is hereby authorized. Section 10. VENUE REVENUE ACCOUNT, REVENUE FUND AND DEBT SERVICE FUND. (a) Venue Revenue Account. The City hereby covenants and agrees that 10 RROCKMOTRevRefg2021: Ordinance while any Venue Parity Obligations are outstanding the Venue Tax shall be deposited and credited to the Venue Revenue Account within the Venue Project Fund as provided in this Ordinance. (b) Venue Debt Service Fund. Money in the Venue Debt Service Fund shall be used to pay the principal of, redemption premium, if any, and interest on the Venue Parity Obligations as the same become due and payable. Money in this fund is pledged to secure the equal and ratable payment of all Venue Parity Obligations. Accrued interest and capitalized interest, if any, received from the initial purchaser of any Venue Parity Obligations shall be taken into consideration and reduce the amount of the deposits and credits required to be deposited into the Venue Debt Service Fund (b) Revenue Fund. The City hereby covenants and agrees that while any Parity Obligations are outstanding the HOT Pledged Revenues shall be deposited and credited to the Revenue Fund as provided in this Ordinance. (c) Debt Service Fund. Money '6 in the Debt Service Fund shall be used to pay the 40 0 principal of, redemption premium, if any, and interest on the Parity Obligations as the same become due and payable. Money in this fund is pledged to secure the equal and ratable payment of all Parity Obligations. Accrued interest and capitalized interest, if any, received from the initial 19 purchaser of any Parity Obligations shall be taken into consideration and reduce the amount of the deposits and credits required to be deposited into the Debt Service Fund. Section 11. FLOW OF FUNDS. (a) Venue Tax,, The Bonds are Venue Parity Obligations. All Venue Tax deposited and credited to the Venue Revenue Account shall be Pledged and appropriated to the extent required and in the priority as set forth below: FIRST: to the payment of the amounts required to be deposited in the Venue Debt Service Fund for the payment of principal of, premium, if any, and interest on the Bonds and any other Venue Parity Obligations as the same become due and payable (whether at Stated Maturity or '6 upon redemption). The City shall deposit into the Venue Debt Service Fund an amount equal to 100% of the amount required to pay fully the next scheduled interest and principal and redemption payments for the Venue Parity Obligations coming due in such year. SECOND: to the payment of any Subordinate Lien Obligations secured by Venue Tax Revenues. THIRD: all remaining Venue Tax to be used for any lawful purpose for the Venue Project in accordance with Chapter 334 Local Government Code. Subject to making the deposits and credits required by this Ordinance, or any Supplemental 0 Ordinance authorizing the issuance of Additional Parity Obligations issued as Venue Parity Obligations, or the payments and credits required by the provisions of the ordinances authorizing the issuance of Subordinate Lien Obligations secured by Venue Tax Revenues hereafter issued by the City, the excess Venue Tax may be used for any lawful purpose. I I RROCKJHOTRevRefg2021: Ordinance If on any occasion there shall not be sufficient Venue Tax Revenues (after making all payments pertaining to all Venue Parity Obligations and taking into account any Hotel Tax deposits) to make the required deposits and credits under this subsection, then such deficiency shall be cured as soon as possible from the next available unallocated Venue Tax Revenues and such deposits and credits shall be in addition to the amounts otherwise required to be deposited and credited to these Funds. (b) HOT Pledged Revenues. The Bonds are additionally payable from and secured by a first lien on HOT Pledged Revenues. The Bonds are Parity Obligations pursuant to the ordinances authorizing other Parity Obligations, including the Reserve Fund established therein. Transfers will be made from the Revenue Fund and Reserve Fund, if necessary, to the Venue Debt Srvcud thnfirmeniFfrhVRevenue Account are insufficient to fully fund the Venue Debt Service Fund with respect to the Bonds and any other Venue Parity Obligations as described in subsection (a) above. All HOT Pledged Revenues deposited and credited to the Revenue Fund shall be pledged 40 and appropriated to the extent required and in the priority as set forth below: FIRST:, to the payment of the amounts required to be deposited in the Debt Service Fund 10 lb (and to the extent required above to the Venue Debt Service Fund) for the payment of principal of, premium, if any, and interest on the Parity Obligations as the same become due and payable (whether at Stated Maturity or upon redemption). The City shall deposit into the Debt Service Fund an amount equal to 100% of the amount required to pay fully the next scheduled interest and principal and redemption payments for the Parity Obligation coming due in such year (taking into account amounts deposited to the Venue Debt Service Fund). SECOND: pro rats to the payment of the amounts -required to be deposited to (a) the 40 Reserve Fund confilrmed by this Ordinance to accumulate and maintain the Required Reserve Amount and (b) each other reserve fund created and established to maintain a reserve in accordance with the provisions of any Supplemental Ordinance relating to the issuance of any Additional Parity Obligations hereafter issued by the City. THIRD: to the payment of Subordinate Lien Obligations. FOURTH: all remaining HOT Pledged Revenues shall be transferred to the Revenue Fund to be used for any lawful purpose. If on any occasion there shall not be sufficient HOT Pledged Revenues (after making all payments pertaining to all Parity Obligations) to make the required deposits and credits to the Debt Service Fund and the Reserve Fund, then such deficiency shall be cured as soon as possible from the next available unallocated HOT Pledged Revenues and such deposits and credits shall be in addition to the amounts otherwise required to be deposited and credited to these Funds. Subject to making the deposits and credits required by this Ordinance, or any Supplemental Ordinance authorizing the issuance of Additional Parity Obligations, or the payments and credits required by the provisions of the ordinances authorizing the issuance of Sulordinate I ien 12 RROC fflOTRevRefg2021:Ordinance Obligations hereafter issued by the City, the excess HOT Pledged Revenues may be used for any lawful purpose. Section 12. RESERVE FUND. (a) To accumulate and maintain a reserve for the payment of any Parity Obligations equal to the Average Annual Debt Service Requirements of the Parity Obligations (calculated bj( the City at the beginning of each Fiscal Year or as otherwise provided in this Ordinance) (the "Required Reserve Amount"), the Reserve Fund has been established and shall be maintained by, the City. Earnings and income den, mred from the investment of amounts held for the credit of the Reserve Fund shall be retained in the Reserve Fund until the Reserve Fund contains the Required Reserve Amount; thereafter, such earnings and income shall be deposited to the credit of the Revenue Fund. No deposit to the Reserve Fund will be required from the proceeds of the Bonds, because at closing the Reserve Fund will contain the Required Reserve Amount without the need for any such deposit. All funds, investments and Reserve Fund Obligations on deposit and credited to the Reserve Fund to the extent not in excess of the Required Reserve Amount shall be used solely for (i) the payment of the principal of and interest on the Parity Obligations, when and to the extent other funds available for such purposes are insufficient,e1t, (11) to make Reserve Fund Obligation payments and (111) to retire the last Stated Maturity or Stated Maturities of or interest on the Parity Obligations. (b) When and for so long as the cash, investments and Reserve Fund Obligations in the Reserve Fund equal the Required Reserve Amount, no deposits need be made to the credit of the Reserve Fund; but, 1*f and when the Reserve Fund at any time contains less than the Required Reserve Amount, the City covenants and agrees that the City shall cure the deficiency in the Reserve Fund by resuming the deposits to such Fund from the HOT Pledged Revenues by monthly deposits and credits in amounts equal to not less than 1/60th of the Required Reserve Amount with any such deficiency payments being made on or before each interest payment date until the Required Reserve Amount has been fully restored; provided, however, that no such deposits shall be made into the Reserve Fund during any six month period beginning on an interest payment date until there has been deposited into the Debt Service Fund the full amount required to be deposited therein by the next following semi-annual payment date, as the case may be. In addition, i*n the event that a portion of the Required Reserve Amount is represented by a Reserve Fund Obligation, the Required Reserve Amount shall be restored as soon as possible from monthly deposits of HOT Pledged Revenues on deposit in the Revenue Fund, but subject to making the full deposits and Is credits to the Debt Service Fund required to be made by the next following interest payment date, as the case may be. The City further covenants and agrees that, subject only to the prior deposits and credits to be made to the Debt Service Fund, the HOT Pledged Revenues shall be applied and Is appropriated and used to establish and maintain the Required Reserve Amount, including by paying Reserve Fund Obligation Payments when due, and to cure any deficiency in such amounts as required by the terms of this Ordinance. During such time as the Reserve Fund contains the Required Reserve Amount, or any cash is replaced with a Reserve Fund Obligation pursuant to subsection (c) below, the City may, at its option: (1) to the extent that funds in the Reserve Fund constitute proceeds of Parity Obligations, (a) transfer surplus funds on deposit in the Reserve Fund that are generated by a refunding of Parity Obligations into the Debt Service Fund or any escrow established for such refunded Parity Obligations and (b) use surplus funds on deposit in the Reserve Fund generated by cash being 13 RROCKMOTRevRefg2021: Ordinance replaced with a Reserve Fund Obligation to complete the proj*ect for which Parity Obligations were authorized or for other costs for which the City could issue Parity Obligations, but only if such costs are within the scope of proposition(s) authorizing the applicable Pledge Revenues; or (2) to the extent that funds in the Reserve Fund do not constitute proceeds of Parity Obligations, otherwise use surplus funds on deposit in the Reserve Fund in any manner permitted by law. (c) A Reserve Fund Obligation issued in an amount equal to all or part of the Required Reserve Amount for the Parity Obligations maybe used in lieu of depositing cash into the Reserve Fund. In addition, a Reserve Fund Obligation may be substituted for monies and investments in the Reserve Fund if the substitution of the Reserve Fund Obligation will not, in and of itself, cause any ratings then assigned to the Parity Obligations by any rating agency to be lowered and the 10 ordinance authorizing the substitution of the Reserve Fund Obligation for all or part of the Required Reserve Amount contains a finding that such substitution is cost effective. (d) A Reserve Fund Obligation permitted under (a) above, must be in the form of a surety bond or insurance policy meeting the requirements described below. I A surety bond or insurance policy issued to the Paying Aaent/'Rgegistrar, as agent of 10 the Holders, by a company licensed to issue an insurance policy guaranteeing the timely payment of debt service on the Parity Obligations (a " municipal bond insurer") if the claims paying ability of the issuer thereof shall be rated "AAA" or "Aaa", respectively, by S&P and Moody's, or (ii) a surety bond or insurance policy issued to the Paying Agent/Registrar, as agent of the Holders, by an entity other than a municipal bond insurer, if the form and substance of such instrument and the issuer thereof shall be approved in writing by each Bond Insurer of record. (2) The obligation to reimburse the issuer of a Reserve Fund Obligation for any claims or 110 draws upon such Reserve Fund Obligation in accordance with its terms, including expenses incurred in connection with such claims or draws, to the extent permitted by law, (a Reserve Fund Obligation Payment) shall be made from the deposits made to the Reserve Fund as provided in this section. The Reserve Fund Obligation shall provide for a revolving feature under which the amount available thereunder will t)e reinstated to the extent of any reimbursement of draws or claims paid. If the revolving feature is suspended or terminated for any reason, the right of the issuer of the Reserve Fund Obligation to reimbursement will be subordinated to the cash replenishment of the Reserve Fund to an amount equal to the difference between the full original amount available under the Reserve Fund Obligation and the amount then available for further draws or claims. In the event (a) the issuer of a Reserve Fund Obligation becomes insolvent, or (b) the issuer of a Reserve Fund Obligation defaults 1*n its payment obligations thereunder, or (c) the claims paying ability of the issuer of the insurance policy or surety bond falls below "AAA" or "Aaa", by S&P and Moody's, respectively, the obligation to reimburse the issuer of the Reserve Fund Obligation shall be subordinated to the cash replenishment of the Reserve Fund. (3) In the event (a) the revolving reinstatement feature described in the preceding paragraph is suspended or terminated, or (b) the rating of the claims paying ability of the 14 RROCK/HOTRevRefg2021: Ordinance issuer of the surety bond or insurance policy falls below "AAA" or "Aaa by S&P and Moody's, respectively, the City shall either (i) deposit into the Reserve Fund, in accordance with this section, an amount sufficient to cause the cash or investments credited to the Reserve Fund to accumulate to the Required Reserve Amount, or (ii) replace such instrument with a surety bond or insurance policy meeting the requirements of 1 and 2 above, within six months of such occurrence. In the event (a) the rating of the claims - paying ability of the issuer of the surety bond or insurance policy falls below "A" by S&P and Moody's, or (b) the issuer of the Reserve Fund Obligation defaults i*n its payment obligations hereunder, or (c) the issuer of the Reserve Fund Obligation becomes insolvent, the City shall either (i*) deposit into the Reserve Fund, in accordance with this section, amounts sufficient to cause the cash or investments on deposit in the Reserve Fund to accumulate to the Required Reserve Amount, or (ii) replace such instrument with a surety bond or insurance policy meeting the requirements of 1 and 2 above within six months of such occurrence,, (4) The Paying Agent/Registrar shall ascertain the necessity for a claim or draw upon any Reserve Fund Obligation and provide notice to the issuer of the Reserve Fund Obligation in accordance with its terms not later than three days (or such appropriate time period as will, when combined with the timing of required payment under the Reserve Fund Obligation, ensure payment under the Reserve Fund Obligation on or before the interest payment date) prior to each date upon which the principal of or interest on the Parity Obligations will be due,. It is recognized that a Reserve Fund Obligation maybe issued which is payable only with respect to a part of the Bonds or Parity Obligations with the remainder of the Required Reserve Amount being satisfied by monies and investments and in that case any draws upon the Reserve Fund will have to be made on a promr a basis. Therefore, (i) draws upon one or more such Reserve Fund Obliegations shall be made on a pro-rata basis with cash and investments available in the Reserve Fund and (ii) deposits and credits to the Reserve Fund to restore it to the Required Reserve Amount shall be utilized on a promrata basis to pay Reserve Fund Obligation Payments to reimburse the issuers of the Reserve Fund Obligations, thus restoring that part of the Required Reserve Amount, and to restore with cash and investments the balance of the Required Reserve Amount. Section 13. APPLICATION OF BOND PROCEEDS AND OTHER FUNDS. Proceeds from the sale of the Bonds, and any contribution from the City, will be disbursed in accordance with this section as follows: (i) Moneys received from the initial purchasers of the Bonds representing accrued interest, if any, on the Bonds from their dated date to the date of their actual delivery shall be deposited into the Venue Debt Service Fund. (ii) Moneys necessary to defease and redeem the Refunded Obligations shall be deposited into the Escrow Fund. 15 RROCKIHOTRevRefg2021: Ordinance (iii) Any remaining Bond proceeds after making the other deposits shall be used to pay costs of issuance of the Bonds. Section 14. INVESTMENT OF FUNDS - VALUATION - TRANSFER OF INVESTMENT INCOME -SECURITY OF FUNDS. Moneys in all funds, accounts and subaccounts established pursuant to this Ordinance and any supplement or ordinance will be held uninvested or invested and secured in the manner prescribed by State law for such funds and in accordance with the applicable supplement or ordinance and written policies adopted by the City. The investments of each account and subaccount shall be made under conditions that will timely provide money sufficient to satisfy the City's obligations hereunder and under any supplement. Money in all funds, accounts and subaccounts established pursuant to this Ordinance and any supplement or ordinance may be combined for investment purposes, as directed by the City. Such treatment does not constitute a commingling of the money in such accounts and subaccounts and the City shall keep or cause to be kept full and complete records indicating the money, investments and securities credited to each such account and subaccount. Any profits or losses from investments shall be credited or charged, respectively, on a pro rats basis among the accounts and other sources of money from which such investment was made,, Section 15. GENERAL COVENANTS,, The City further covenants and agrees that in accordance with and to the extent required or Permitted by law: (a) Performance. It will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in any ordinance authorizing the issuance of 10 Parity Obligations, including this Ordinance, and in each and every Parity Obligation; it will promptly pay or cause to be paid the principal of and interest on every Parity Obligation on the dates and in the places and manner prescribed i*n such ordinances, indentures and obligations; and it will, at the times and in the manner prescribed, deposit and credit or cause to be deposited and credited the amounts required to be deposited and credited to the Funds as provided in this Ordinance. (b) Citv's Legal Authority. It is a duly created and existing home rule city of the State of Texas, and is duly authorized under the laws of the State of Texas to create and issue the Bonds; that all action on its part for the creation and issuance of the Bonds has been duly and effectively taken, and that the Bonds in the hands of the Holders thereof are and will be valid and enforceable special obligations of the City payable in accordance with their terms. (c) Title. It has lawful title to the lands, buildings, structures and facilities constituting the Venue Project, that it warrants that it will defend the title to all the aforesaid lands, buildings, structures and facilities, and every part thereof, against the claims and demands of all persons whomsoever; that it is lawfully qualified to pledge the Venue Tax Revenues and HOT Pledged Revenues to the payment of the Bonds and Additional Parity Obligations (with respect to Venue Tax Revenues, to the extent issued as Venue Parity Obligations) in the manner prescribed herein, and has lawfully exercised such rights. (d) Further Encumbrance. While the Venue Parity Obligations are outstanding and unpaid, it will not additionally encumber the Venue Tax Revenues and the HOT Pledged Revenues 16 RROCKMOTRevRefg2021: Ordinance in any manner, except as permitted in this Ordinance in connection with Additional Parity Obligations, unless said encumbrance is made junior and subordinate in all respects to the liens, pledges, covenants and agreements of this Ordinance and the ordinances authorizing other Parity Obligations; but the right of the City to issue or incur obligations payable from a subordinate lien on the Venue Tax Revenues and/or HOT Pledged Revenues is specifically recognized and retained. (e) Sale or Disposal of Property,, While the Venue Parity Obligations are outstanding and unpaid, it will not sell, convey, mortgage, encumber, lease or in any manner transfer title to, or otherwise dispose of the Venue Project. (f) Insurance. (1) General. It shall cause to be insured such parts of the Venue Project as would usually be insured b�y municipal corporations o perating Iike properties, with a responsible insurance company or companies, against risks, accidents or casualties against which and to the extent insurance is usually carried by municipal corporations operating like properties, including, to the extent reasonably obtainable, fire and extended coverage insurance, insurance against damage by floods, and use and occupancy insurance. Public liability and property damage insurance shall also be carried unless the City Attorney of the City gives a written opinion to the effect that the City is not liable for claims which would be protected by such insurance, provided, however, the City shall not be obligated to provide liability insurance so long as any lease agreement to a third -party is in effect,, At any time while any contractor engaged in construction work shall be fully responsible therefor, the City shall not be required to carry insurance on the work being constructed if the contractor is required to carryPprianroate insurance. All such policies shall be open to the inspection of the Holders and their representatives at all reasonable times. Upon the happening of any loss or damage covered by insurance from one or more of said causes, the City shall make due proof of loss and shall do all things necessary or desirable to cause the insuring companies to make payment in full directly to the City,, The proceeds of insurance covering such property are hereby pledged as security for the Venue Parity Obligations and, together with any other funds necessary and available for such purpose, shall be used forthwith by the City for repairing the property damaged or replacing the property destroyed; provided, however, that if said insurance proceeds and other funds are insufficient for such purpose, then said insurance proceeds pertaining to the Venue Project shall be used promptly as follows,, (i) for the redemption p0 rior to maturity of the Venue Parity Obligations, ratably i*n the proportion that the Outstanding principal of each series of Venue Parity Obligations bears to the total Outstanding principal of all Venue Parity Obligations, provided 0 that if on any such occasion the principal of any such series is not subject to redemption, it shall not be regarded as Outstanding in making the foregoing computation; or if none of the Outstanding Venue Parity -Obligations is subject to redemption, then for the purchase on the open market and retirement of said Venue Parity Obligations in the same proportion as prescribed in the foregoing clause (i), to the extent practicable; provided that the purchase price for any Venue an Obligation shall not exceed the redemption price o such Venue Parity Obligation on the first date upon which it becomes subject to redemption; or 17 RROCKIHOTRevRefg2021: Ordinance to the extent that the foregoing clauses (i) and (ii) cannot be complied with at the time, the insurance proceeds, or the remainder thereof, shall be deposited in a special and separate trust fund, at a Depository of the City, to be designated the Insurance Fund. The Insurance Fund shall be held until such time as the foregoing clauses (i) and/or (ii) can be complied with, or until other funds become available which, together with the Insurance Fund, will be sufficient to make the repairs or replacements originally required, whichever of said events occurs first. (2) Coinsurance. The foregoing provisions of (1) above notwithstanding, the City shall have authority to enter into coinsurance or similar plans where risk of loss iss hared in whole or in part by the City. (3) Audit. The annual audit hereinafter required shall contain a note co-ii -iienti*ng on whether or not the City has complied with the requirements of this section with respect to the maintenance of insurance, and listing all policies carried, and whether or not all insurance premiums upon the insurance policies to which reference is hereinbefore made have been paid. (4) Source of Payment. Nothing in this Ordinance shall be construed as requiring the City to expend any funds which are derived from sources other than the Hotel Tax, but nothing herein shall be construed as preventing the City from doing so. (9) Governmental Agencies, It will comply with all of the terms and conditions of any and all franchises , permits and authorizations applicable to or necessary with respect to the Venue Project, and which have been obtained from any governmental agency; and the City has or will obtain and keep in full force and effect all franchises, permits, authorization and other requirements applicable to or necessary with respect to the acquisition, construction, equipment, operation and maintenance of the Venue Project. (h) Collections and Rates. While the Venue Parity Obligations are Outstanding and unpaid, the City shall not lower or repeal the Venue Tax or the Hotel Tax and shall diligently pursue the collection of any unpaid Venue Tax and any unpaid Hotel Tax. (i) Pledge of Venue Tax and Hotel Tax. The pledge and establishment of the Venue Tax and the Hotel Tax shall constitute a continuing obligation of the City with respect to such 0 establishment and a continuing appropriation of the amounts received. The City shall establish and maintain at all times the Venue Tax and the Hotel Tax i*n accordance with law and shall provide for the collection thereof and segregation and application of the Venue Tax Revenues and HOT Pledged Revenues to pay principal and interest while the Venue Parity Obligations are Outstanding. Section 16. RECORDS AND ACCOUNTS, ANNUAL AUDIT AND OTHER INFORMATION. The City covenants and agrees that so long as any of the Venue Parity Obligations remain Outstanding, the City will keep and maintain a separate and complete system of records and accounts pertaining to Venue Tax Revenues and HOT Pledged Revenues in which full, complete, true, proper, and correct entries shall be made of all dealings, transactions, business 18 RROCKIHOTRevRefg2021: Ordinance and affairs relating thereto, as provided by generally accepted accounting principles, consistently applied, and by other applicable law. The City further agrees that, following the close of each Fiscal Year, the City will cause an audit report of such records and accounts to be made by an Accountant,, Copies of each annual audit shall be made available for public inspection during normal business hours at the City Clerk's office and shall be furnished to, upon written request, any Holder. Section 17. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE TAX-EXEMPT BONDS. (a) Covenants. The City covenants to take any action necessary to assure, or refrain from any action which would adversely affect, the treatment of the Tax -Exempt Bonds as obligations described in section 103 of the Code, the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation,,, in furtherance thereof, the City covenants as follows: (1) to take any action to assure that no more than ten percent (10%) of the proceeds of the Tax -Exempt Bonds or the Refunded Obligations or the projects financed or refinanced therewith (less amounts deposited to a reserve fund, if any) are used for any " private business use," as defined i*n section 141(b)(6) of the Code or, 1*f more than ten percent (10%) of the proceeds of the Tax -Exempt Bonds or the Refunded Obligations or the projects financed or refinanced therewith are so used, such amounts, whether or not received by the City, with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than ten percent (10%) of the debt service on the Tax -Exempt Bonds, in contravention of section 141 (b)(2) of the Code; (2) to take any action to assure that in the event that the "private business use" described in subsection (1) hereof exceeds five percent (15%) of the proceeds of the Tax - Exempt Bonds or the Refunded Obligations or the projects financed or refinanced therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of five percent (5%) is used fora "private business use " which is " related" and not " disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (3) to take any action to assure that no amount which is greater than the lesser of $5000000, or five percent (5 %) of the proceeds of the Tax -Exempt Bonds (less amounts deposited into a reserve fund, i any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141 (c) of the Code* (4) to refrain from taking any action which would otherwise result in the Tax - Exempt Bonds being treated as "private activity bonds" within the meaning of section 141(b) of the Code; (5) to refrain from taking any action that would result in the Tax -Exempt Bonds being " federally guaranteed" within the meaning o section 149(b) o e Code; 19 RROCKMOTRevRefg2021: Ordinance (6) to refrain from using any portion of the proceeds of the Tax -Exempt Bonds, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Tax -Exempt Bonds, other than investment property acquired with -- (A) proceeds of the Tax -Exempt Bonds invested for a reasonable temporary period of 3 years or less or, in the case of a refunding bond, for a period of 90 days or less until such proceeds are needed for the purpose for which the Tax - Exempt Bonds are issued, (B) amounts invested in a bona fide debt service fund, within the meaning of section 1.148-1(b) of the Treasury Regulations, and (C) amounts deposited in any reasonably required reserve or replacement funds to the extent such amounts do not exceed ten percent (10%) of the proceeds of the Tax -Exempt Bonds* (7) to otherwise restrict the use of the proceeds of the Tax -Exempt Bonds or amounts treated as proceeds of the Tax -Exempt Bonds, as may be necessary, so that the Tax -Exempt Bonds do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage); (8) to refrain from using the proceeds of the Tax -Exempt Bonds or proceeds of any prior tax-exempt bonds to pay debt service on another issue more than 90 days after the date of issue of the Tax -Exempt Bonds in contravention of the requirements of section 149 d of the Code (relating to advance refundings); and (9) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Tax -Exempt Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Tax - Exempt Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. (b) Rebate Account. In order to facilitate compliance with the above covenant in subsection (a)(9), a "Rebate Account" is hereby established by the City for the sole benefit of the United States of America, and such fund shall not be subject to the claim of any other person, including without limitation the bondholders. The Rebate Account is established for the additional purpose of compliance with section 148 of the Code,, (c) Proceeds. The City understands that the term " proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Tax -Exempt Bonds. It is the understanding of the City that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the 20 RROCK MOTRevRefg2021: Ordinance U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Tax - Exempt Bonds, the City will not be required to comply with any covenant contained herein to the go extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Tax -Exempt Bonds, the City agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Tax - Exempt Bonds under section 103 of the Code. In furtherance of such intention, the City hereby authorizes and directs the Chief Financial Officer to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the City, which may be permitted by the Code as are consistent with the purpose for the issuance of the Tax -Exempt Bonds. This Ordinance is intended to satisfy the official intent requirements set forth in Section 1.150-2 of the Treasury Regulations,, (d) Disposition of Project. The City covenants that the property financed or refinanced by the Refunded Obligatiotherwise ons will not be sold or disposed in a transaction resulting in the receipt by the City of cash or other compensation, unless the City obtains an opinion of nationally- recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of the Tax -Exempt Bonds. For purposes of the foregoing, the portion of the property comprising personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the City shall not be obligated to comply with this covenant if it obtains an opinion of nationallymrecognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income talc purposes from gross income of the interest,, (e) Taxable Bonds. In connection with the issuance of any Series of Taxable Bonds, the Pricing Officer may establish additional accounts or funds as necessary to distinguish Taxable Bond proceeds from Tax -Exempt Bond proceeds. Section 18. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports. The City shall rovide annually to the MSRB, (1) willin six pmonths after the end of each fiscal year of the City ending in or after the year in which the Bonds are sold, financial information and operating data with respect to the City of the general type included in the final Official Statement auth0 orized by Section 29 of this Ordinance, being information of the type described in the Pricing Certificate, including financial statements of the City if audited financial statements of the City are then available, and (2) if not provided as part of such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit "D" hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and in substantially the form included in the Official Statement, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within 12 months after any such fiscal year end, then the City shall file unaudited financial statements within sucMo period and audited financial 21 RROC KMOTRevRefg2021: Ordinance statements for the applicable fiscal year, when and if the audit report on such statements becomes available. If the City changes its fiscal year, it will file notice of the change (and of the date of the 0 new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. (b) Event Notices. The City shall file notice of any of the following events with respect to the Bonds with the MSRB in a timely manner and not more than 10 business days after the occurrence of the event0 : (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 op10 40 inions, 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 0 rights of holders of the Bonds, if material; (8) Bond calls, if material, and tender offers* (9) Defeasances* (10) Release, substitution, or sale of property securing repayment of the Bonds, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the City; (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) Appointment of a successor or additional trustee or the change of name of a trustee, if material; (15) Incurrence of a Financial Obligation of the City, if material, or agreement to 22 RROCKMOTRevRefg202 I: Ordinance covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the City, any of which affect security holders, if material; and (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the City, any of which reflect financial difficulties. For these purposes, (a) any event described in the immediately preceding paragraph (12) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law i*n which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers of the City in possession but subject to the supervision and orders of a court or governmentaltal authority, or the entry- of an order confilrming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City, and (b) the City intends the words used in the immediately preceding paragraphs (15) and (16) and the 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. 341- 83885, dated August 20, 20180 The City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide financial infiormation or operating data in accordance with subsection (a--) of this Section by the time required by such subsection. (c) Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an " obligated person " with respect to the Bonds within the meaning of the Rule, except that the City in any event will give notice of any deposit that causes the Bonds to be no longer Outstanding in accordance with Section 25 of this Ordinance. The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City makes no representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER N CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DkMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY O VENANT SPECIFIED W THIS SECTION, BUT EVERY RIGHT AND REMEDY OF 23 RROCKMOTRevRefg202 I: Ordinance ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing 1*n this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment as well as such changed circumstances, and (2) either (a) the holders of a majority in aggregate principal amount of the outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders and beneficial owners of the Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (i) such provisions as so amended and (ii) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, the City shall include with any amended financial information or operating data next provided in accordance with this subsection (a) of this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. (d) Format, Identifying Informat10 ion, and-IncoKporation bv 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 i0 nformation prescribed by the MSRB. Financial information and operating data to be provided pursuant to subsection (a) of this Section maybe 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 MS 's Internet Web site or filed with the SEC. Section 19. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. (a) The 0 City 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 revenue bonds or other obligations (herein 24 RROCK/HOTRevRefg2021: Ordinance called "Additional Parity Obligations"), in accordance with law, in any amounts, for purposes of (1) any projects or purposes that are a lawful use of the Hotel Tax or (ii) refunding of any Parity Obligations or Subordinate Lien Obligations. Such Additional Parity Obligations, if and when authorized, issued and delivered in accordance with this Ordinance, 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 HOT Pledged Revenues herein granted. Additionally, any such Additional Parity Obligations issued as Venue Parity Obligations, if and when authorized, issued and delivered i*n accordance with this Ordinance, shall be secured by and made payable equally and ratably on a parity with all other Outstanding Venue Parity Obligations, from the lien on and pledge of the Venue Tax Revenues herein granted. (b) The Debt Service Fund shall secure and be used to pay all Parity Obligations. However, each ordinance under which Additional Parity Obligations are issued shall provide and require that, in addition to the amounts required by the provisions of this Ordinance, the provisions of any ordinance authorizing any Outstanding Parity Obligations and the provisions of any other Supplemental Ordinance authorizing Additional Parity Obligations to be deposited to the credit of the Debt Service Fund, the City shall deposit to the credit of the Debt Service Fund at least such amounts as are required for the payment of all principal of and interest on said Additional Parity Obligations then being issued, as the same come due. (c) Each Supplemental Ordinance authorizing Additional Parity Obligations shall provide 10 and require that in addition to the amounts required by the provisions of this Ordinance the City shall deposit to the credit of the Reserve Fund at least such amounts as are required to accumulate and maintain the Required Reserve Amount taking into account the Additional Parity Obligations. (d) The City may create and establish other pledged funds pursuant to the provisions of any Supplemental Ordinance authorizing the issuance of Additional Parity Obligations for the Purpose of securing that particular issue or series of Parity Obligations or any specific group, issue or series of Parity Obligations and the amounts once deposited or credited to said pledged funds shall be held solely for the benefit of the Holders of the particular Parity Obligations for which such pledged funds were established. Pledged funds shall be designated in such manner as is necessary to identify the Parity Obligations secured. Section 20. FURTHER REQUIREMENTS FOR ADDITIONAL PARITY OBLIGATIONS. Additional Parity Obliat1*ons thigshall be issued only naccordance s Ordinance, but notwithstanding any provisions of this Ordinance to the contrary, no installment, series or issue o Additional Parity Obligations shall be issued or delivered unless: (a) The City Manager and the City Clerk of the City sign a written certificate to the effect that the City is not in default as to any covenant, condition or oblgationiIs in connection with all Outstanding Parity Obligations, and the ordinances authorizing same, and that the Debt Service Fund, and the Reserve Fund contains the amount then required to be therein. (b) The Designated FIs inancial Officer of the City provides a written certificate to the effect that, during either the next preceding Fiscal Year, or any twelve consecutive calendar month period ending not more than ninety days prior to the passage o e ordinance authorizing the issuance of 25 RROCKMOTRevRefg2021: Ordinance the then proposed Additional Parity Obligations, the HOT Pledged Revenues were, in the opinion thereof, at least equal to the sum of 1.40 times the Maximum Annual Debt Service Requirements (computed on a Fiscal Year basis), including Amortization Installments, of the Parity Obligations and the Additional Parity Obligations to be Outstanding after the issuance of the then proposed Additional Parity Obligations and 1.00 times the maximum annual debt service requirement (computed in the same manner as for Parity Obligations) of the Subordinate Lien Obligations to be outstanding after the issuance of the then proposed Additional Parity Obligations. (c) In making a determination of HOT Pledged Revenues for any of the purposes described in this section, the Designated Financial Officer may take into consideration a change in the rates and charges in connection with the HOT Pledged Revenues that became effective at least 60 days prior to the last day of the period for which HOT Pledged Revenues are determined and, for purposes of satisfying the HOT Pledged Revenues tests described above, make a pro forma determination of the HOT Pledged Revenues for the period of time covered by said Designated Financial Officer's certification or opinion based on such change in rates and charges being in effect for the entire period covered by said Designated Financial Officer's certificate or opinion. Additionally, Venue Tax Revenues may be included along with HOT Pledged Revenues in any calculation required for the issuance of Additional Parity Obligations with respect to any Outstanding Venue Parity Obligations included therein. Section 21. REFUNDING BONDS. The City reserves the right to issue Additional Parity Obligations to refund all or any part of the outstanding Parity Obligations ��111)r any other obligations of the City payable, in whole or in part, from the HOT Pledged Revenues, pursuant to any law then available, upon such terms and conditions as the City Council may deem to be in the best interest of the City and its inhabitants, and, unless all of the then outstanding Parity Obligations are refunded, the conditions precedent prescribed for the issuance of Additional Parity Obligations and the representations and certifications required in Sections 19 and 20 shall be satisfied and shall give effect to the Maximum Annual Debt Service Requirements of the proposed refunding Additional Parity Obligations (but shall not give effect to the Maximum Annual Debt Service Requirements of the obI*gations being refunded following their cancellation or provision being made for their payment); provided, however, if as a result of such refunding the Annual Debt Service Requirements are not increased i*n any Fiscal Year, the City shall not be required to satisfy the requirements of Section 20(b) as a requirement for the issuance of such refunding Additional Parity Obligations. In connection with such refunding the amount and value of the Required Reserve Amount shall be recalculated taking into account the Parity Obligations being refunded. Section 22. ISSUANCE OF SUBORDINATE LIEN OBLIGATIONS. The City hereby reserves the right to issue, at any time, obligations including, but not limited to, Subordinate Lien Obligations, payalle from and equally and ratablysecured, in whole or in part, I y a lien on and pledge of the HOT Pledged Revenues, subordinate and inferior in rank and dignity to the lien on and pledge of such HOT Pledged Revenues securing the payment of the Parity Obligations, as maybe authorized by the laws o e State o exas. Section 23. LIMITED OBLIGATIONS OF THE CITY. The Venue Parity Obligations are limited, special obligations o e City payable from and equally and ratably �J RROCK/HOTRevRefg202 I: Ordinance secured solely by a first lien on and pledge of Venue Tax Revenues and HOT Pledged Revenues, and the Holders thereof shall never have the right to demand payment of the principal or interest on the Venue Parity Obligations from any funds raised or to be raised through taxation (other than the Venue Tax and Hotel Tax) or any other resources of the City. Section 24. REMEDIES IN EVENT OF DEFAULT. (a) Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default: (1) the failure to make payment of the principal of or interest oni::::Iny of the Bonds when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement or obligation of the City, the failure to perform which materially, adversely affects the rights of the Registered Owners of the Bonds, including, but not limited to, their prospect or ability to be repaid i*n accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any Registered Owner to the City. (b) Remedies for Default. (1)0 Upon the happening of any Event of Default, then and in every case, any Registered Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees therefor, may proceed against the City, or any official, officer or employee of the City in their official capacity, for the purpose of protecting and enforcing the rights of the Registered Owners under this Ordinance, by mandamus or other suit, act ion or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Registered Owners hereunder or any combination of such remedies. (ii) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Registered Owners of [Bonds then outstanding. (c) Remedies Not Exclusive. (i) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Ordinance'. (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. 27 RROCKMOTRevRefg2021: Ordinance By accepting the delivery of a Bond authorized under this Ordinance, such Registered Owner agrees that the certifications required to effectuate any covenants or representations contained in this Ordinance do not and shall never constitute or give rise to a personal or necuniary liability or char ge against the officers, employees or trustees of the City or the City Council. (iv) None of the members of the City Council, nor any other official or officer, agent, or employee of the City, shall be charged personally by the Registered Owners with any liability, or be held personally liable to the Registered Owners under any term or provision of this Ordinance, or because of any Event of Default or alleged Event o f Default under this Ordinance. Section 25. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent provided in subsections (c) and (e) of this section, when payment of the principal of such Bond, plus interest thereon to the due date or dates (whether such due date or dates be by reason of maturity, upon redemption, or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof (including the giving of any required notice of redemption or the establishment of irrevocable provisions for the giving of such notice) or (ii) shall have been provided for on or before such due date by irrevocably depositing with or aking available to the Paying Agent/Registrar or an eligible trust company or commercial bank for such payment (1) lawful money of the United States of America sufficient to make such payment, (2) Defeasance Securities, certified by an independent public accounting firm of national reputation to mature as to principal and interest in such amounts and at such times as will ensure the availability, without reinvestment, of sufficient money to provide for such payment and when proper arrangements have been made by the City with the Paying Agent/Registrar or an eligible trust col- 1pany 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 Bonds shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bonds and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of the Venue Tax Revenues Is and HOT Pledged Revenues as provided in this Ordinance, and such principal and interest shall be payable solelyfrom such money or Defeasance Securities, and thereafter the City Will have no further responsibility with respect to amounts available to such Paying Agent/Registrar (or other financial institution permitted by applicable law) for the payment of such Defeased Bond, including any insufficiency therein caused by the failure of the Paying Agent/Registrar or other 10 financial institution permitted by law) to receive payment when due on the Defeasance on (b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of a Bond 0 as aforesaid when proper notice o redemption o such Bonds shall have been given or upon the establishment of irrevocable provisions for the giving o such notice, in accordance with this Ordinance. Any money so deposited with the Paying Agent/Registrar or an eligible trust company or commercial bank as provided in this section may at the discretion of the City Council also be invested in Defeasance Securities, maturing in the amounts and at the times as hereinbefore set forth, and all income from all Defeasance Securities in possession of the Paying Agent/Regis- trar or an eligible trust company or commercial bank pursuant to this section which is not required 28 1MOCKMOMevRefg2021: Ordinance for the payment of such Bond and premium, if any, and interest thereon with respect to which such money has been so deposited, shall be remitted to the City Council,, (c) Notwithstanding any provision of any other section of this Ordinance which may be contrary to the provisions of this section, all money or Defeasance Securities set aside and held in trust pursuant to the provisions of this section for the payment of principal of the Bonds and premium, if any, and interest thereon, shall be applied to and used solely for the payment ofthe 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 defeaav,.d, and the City shall make proper arrangements to provide and pay for such services as required by this Ordinance. (d) Notwithstanding anyth41 ing elsewhere in this Ordinance, if money or Defeasance 40 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) inunediately above, to the extent that, upon the defeasance of any Defeased Bond to be paid at its maturity, the City retains the right under Texas law to later call that Defeased Bond for redemption in accordance with the provisions of this Ordinance, the City may call such Defeased Bond for redemption upon complying with the 10 provisions of Texas law and upon the satisfaction of the provisions of subsection (a) immediately above with respect to such Defeased Bond as though 1*t 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 26. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new bond of the same principal amount, maturity and interest rate, as the damaged, mutilated,, lost, stolen or destroyed Bond, in replacement for such Bond in the manner hereinafter provided. (b) Applicati*on. for Replacement Bonds. Application for replacement of damaged, mutilated, lost, stolen or destroyed Bonds shall be made by the registered owner thereof to the Paying Agent/Registrar. In every case of loss, theft or destruction of a Bond, the registered owner applying for a replacement bond shall furnish to the City and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto., Also, 11bn every case of loss, theft or destruction of a Bond, the Is registered owner shall furnish to the City and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft or destruction of such Bond, as the case may be. In every case of damage or mutilation of a Bond, the registered owner shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated. 29 RROCKMOTRevRefg2021: Ordinance (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 10 ID in the payment of the principal of, redemption premium, if any, or interest on the Bond, the City may authorize the payment of the same (without surrender thereof except i*n the case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or i-indenity is furnished as above provided in this section. (d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge the registered owner of such Bond with all legal, 0 printing and other expenses i*n connection therewith. Every replacement bond issued pursuant to the provisions of this section by virtue of the fact that any Bond is lost, stolen or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of 10 this Ordinance equally and proportionately with any and all other Bonds duly issued under this Ordinance. (e) Autho0 rity for Issuing Replacement Bonds. In accordance with Subchapter B of Texas Government Code, Chapter 1206, this section of this Ordinance shall constitute authority for the issuance of any such replacement Bond without necessity of further action by the governing body of the City or any other body or person, and the duty of the replacement of such Bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with the effect, as provided in Section 7 of this Ordinance and the Pricing Certificate for Bonds issued in conversion and exchange for other Bonds. Section 27,, AMENDMENT OF ORDINANCE. (a) The holders of the Parity Obligations aggregating a majority in principal amount of the aggregate principal amount of then Outstanding Pa'*nty Obligations shall have the right from time to time to approve any amendment to this Ordinance which may be deemed necessary or desirable by the City, provided, however, that without the consent of the holders 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 Ordinance or in the Parity Obligations so as to: (1) Make any change in the maturity of the Outstanding Parity Obligationslo ; (2) Reduce the rate of interest borne by any of the Outstanding Parity Obligations; (3) Reduce the amount of the principal payable on the Outstanding Parity Obligations; (4) Modify the terms of payment of principal of or interest on the Outstanding Parity Obligations or impose any conditions with respect to such payment; (5) Affect the rights of the holders of less than all of the Parity Obligations then outstanding; 30 RR0CK/HOTRevRefg2021: Ordinance (6) Change the minimum percentage of the principal amount of Parity Obligations necessary for consent to such amendment,, (b) If at any time the City shall desire to amend this Ordinance under this section, the City shall cause notice of the proposed amendment to be (i) 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 and (ii) mailed to all registered owners of the 0 Outstanding Parity Obligations as of the day prior to the mailing of such notice. Such notice shall briefly set forth the nature of the proposed amendment. (c) Whenever at any time not less than thirty days, and within one year, from the date of 0 the first publication of said notice or other service of written notice the City shall receive an 0 instrument or instruments executed by the holders of at least a majority in a ggregate 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 and approve such amendment, the City Council may pass the amendatory ordinance in substantially the same form. (d) Upon the passage of any amendatory ordinance pursuant to the provisions of this section, this Ordinance shall be deemed to be amended in accordance with such amendatory 0 ordinance, and the respective rights, duties and obligations under this Ordinance of the City and all the holders 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 holders 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 holder who gave such consent, or by a successor in title, by filing notice thereof with the Paying Agent and the City, but such revocation shall not be effective if the registered owners of at least a majority 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. (fl For the purpose of this section, the fact of the holding of Parity Obligations issued i*n 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 10 Agent/Registrar. For purposes of this section, the holder of a Parity Obligation in such registered form shall be the owner thereof as shown on such Registration Books. The City may conclusively assume that such ownership continues until written notice to the contrary is served upon the City. (g) The foregoing provisions of this section notwithstanding, the City by action of the City Council may amend this Ordinance for any one or more of the following purposes: (1) To add to the covenants and agreements of the City in this Ordinance contained, other covenants and agreements thereafter to be observed, grant additional 31 RROC KMOTRevRefg2021: Ordinance 0 rights or remedies to bondholders or to surrender, restrict or limit any right or power herein reserved to or conferred upon the City; (2) To make such provisions for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained in this Ordinance, or in regard to clarifying matters or questions arising under this Ordinance, as are necessary or desirable and not contrary to or inconsistent with this Ordinance and which shall not adversely affect the interests of the holders of the Parity Obligations; (3) To make any changes or amendments requested by any Rating Agency, as Is a condition to the issuance or maintenance of a rating, which changes or amendments do not, in the judgment of the City, materially adversely affect the interests of the owners of the outstanding Parity Obligations; and (4) To modify any of the provIs isions of this Ordinance 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 10 10 the text of all Additional Parity Obligations issued after the date of the adoption of such modification. Notice of any such amendment shall be mailed to all registered owners of Outstanding Parity Obligations as of the day prior to the mailing of such notice and may be published in the manner described in subsection (b) of this section; provided, however, that the publication or mailing of such notice shall not constitute a condition precedent to the adoption of such amendatory ordinance and the failure to publish such notice shall not adversely affect the implementation of such amendment as adopted pursuant to such amendatory ordinance. No consent of owners is needed to authorize a supplemental ordinance or supplemental indenture in connection with the issuance of Additional Parity Obligations. Section 28. CUSTODY, APPROVAL AND REGISTRATION OF BONDS; BOND COUNSEL'S OPINION, BOND INSURANCE AND CUSIP NUMBERS. The Mayor of the City is hereby authorized to have control of the Bonds initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Bonds pending their delivery and their i40 nvestigation, 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 said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the Co troller's Registration Certificate attached to such Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such ertificate. The approving legal opinion of the City's Bond Counsel (with an anpropriate certificate pertaining thereto executed by facsimile si*gnature of the City Clerk of the City), a statementre ardin insurance policy and the assigned CUSIP numbers may, at the option of the City, be printed on or attached to the Bonds issued and delivered under this Ordinance, but such additions or attachments shall not have any legal effect, and shall be solely for the convenience and information of the registered owners of the Bonds. 32 1MOCKMOTRevRefg2021: Ordinance Section 29. APPROVAL OF OFFICIAL STATEMENT, PAYING AGENT/REGISTRAR AGREEMENT AND ESCROW AGREEMENT. (a) Official Statement. The Pricing Officer i*s hereby authorized to approve the Preliminary Official Statement, the Official Statement relating to the Bonds and any addenda, supplement or amendment thereto and to deem such documents final i*n accordance with the Rule. The City further approves the distribution of such Official Statement in the reoffering of the Bonds by the underwriters or initial purchasers i*n final form, with such changes therein or additions thereto as the Pricing Officer executing the same may deem advisable, such determination to be conclusively evidenced by his or her execution thereof. (b) Paying Agent/Registrar Agreement. The form of Paying Agent/Registrar Agreement by and between the City and the Paying AgentlRegistrar is hereby approved and the Mayor is hereby authorized to execute, and deliver such Paying Agent/Registrar Agreement. (c) Escrow Agreement. The discharge and defeasance of Refunded Obligations shall be effectuated pursuant to the terms and provisions of an Escrow Agreement, in the form and containing the terms and provisions as shall be approved by a Pricing Officer, including any insertions, aadditions,deletions, and modifications as maybe necessary (a) to carry out the program 0 designed for the City by the underwriters or purchasers, (b) to maximize the Citypresents value savings and/or to minimize the Ci*ty's costs of refunding, (c) to comply with all applicable laws and regulations relating to the refunding of the Refunded Obligations and (d) to carry out the other intents and purposes of this Ordinance; and, the Pricing Officer is hereby authorized to select the Escrow Agent and execute and deliver such Escrow Agreement, on behalf of the City, in multiple counterparts. (d) Purchase of Escrowed Securities. A Pricing Officer and the Escrow Agent are each hereby authorized to (i) subscribe for, agree to purchase, and purchase Escrowed Securities 9 for deposit into the escrow fund and to execute any and all subscriptions, purchase agreements, commitments, letters of authorization and other documents necessary to effectuate the foregoing, and any actions heretofore taken for such purpose are hereby ratified and approved and (11) provide for such contributions to the escrow fund as are required in each Escrow Agreement. Section 30. NOTICE OF DEFEASANCE R 1EMPTION. (a) To maxIs 10 imize the City's present value savings and to minimize the City's costs of refunding, the City hereby authorizes and directs that certain of the Refunded Obligations shall be called for redemption prior 0 to maturity in the amounts, at the dates and at the redemption prices set forth in each Pricing Certificate, and the Pricing Officer i*s hereby authorized and directed to take all necessary and appropriate action to give or cause to be given a notice of redemption to the holders or paying agent/registrars, as appropriate, of such Refunded Obligations, in the manner required by the 10 documents authorizing the issuance of such Refunded Obligations. (b) Attached to this Ordinance, as Exhibit "C", and made a part hereof for all purposes, is a form of the notice of deposit and prior redemption for the Refunded Obligations. The Pricing Officer is hereby authorized to amend, complete or modify such notices as necessary to call such Refunded Obligations for redemption. 33 RROCKMOTRevRefg2021: Ordinance Section 31. ADDITIONAL BOND INSURANCE PROVISIONS. In connection with the sale of the Bonds, the City may obtain municipal bond insurance policies from one or more recognized municipal bond insurance organizations (the "Bond Insurer" or "Bond Insurers") to guarantee the full and complete payment required to be Made ty or on behalf of the City on the Bonds. The Pricing Officer is hereby authorized to sign a commitment letter or insurance agreement with the Bond Insurer or Bond Insurers and to pay the premium for the bond insurance policies at the time of the delivery of the Bonds to the underwriter out of the proceeds of sale of the Bonds or from other available funds and to execute such other documents and certificates as necessary in connection with the bond insurance policies as the Pricing Officer may deem appropriate., Printing on the Bonds covered by the bond insurance policies a statement describing such insurance, in form and substance satisfactory to the Bond Insurer and the Pricing Officer, is hereby approved and authorized. The Pricing Certificate may contain provisions related to the bond insurance policies, including payment provisions thereunder, and the rights of the Bond Insurer or Insurers, and any such provisions shall be read and interpreted as an integral part of this Ordinance. Section 32. UNAVAILABILITY OF AUTHORIZED PUBLICATION. If, because Is of the temporary or permanent suspension of any newspaper, journal or other publication, or, for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the City shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. Section 33. FURTHER ACTIONS. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be 40 necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Bonds, the initial sale and delivery of the Bonds, the Paying Agent/Registrar Agreement, any insurance commitment letter or insurance policy and the Official Statement. In addition, prior to the initial delivery of the Bonds, the Mayor, the City Manager or Assistant City Manager, the Chief Financial Officer, the City Attorney and Bond Counsel are hereby authorized and directed to approve any 10 technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (1) correct any ambiguity or mistake or Properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement, (ii) obtain a rating from any of the national bond rating agencies or satisfy requirements o the Bond Insurer, or (iii) obtain the approval of the Bonds by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained i*n office until such delivery. Section 34. INTERPRETATIONS. All terms defined herein and all pronouns used in this Ornance shall be deemed to apply equally to sidingular and plural and to all genders. The 34 RROCK/HOTRevRefg2021: Ordinance titles and headings of the articles and sections of this Ordinance have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof. This Ordinance and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the validity of the Bonds and the validity of the lien on and pledge of the Venue Tax Revenues and HOT Pledged Revenues to secure the payment of the Bonds. Section 35. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein,, Section 36. INTERESTED PARTIES. Nothing in this Ordinance expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the City and the registered owners of the Bonds, any right, remedy or claim under or by reason of this Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Ordinance contained by and on behalf of the City shall be for the sole and exclusive benefit of the City and the registered owners of the Bonds. Section 37. INCORPORATION OF RECITALS. The City hereby finds that the statements set forth in the recitals of this Ordinance are true and correct, and the City hereby incorporates such recitals as a part of this Ordinance. Section 38, SEV"ERABI ITY. If any provision of this Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application thereof to other circumstances shall nevertheless be valid, and this governing body hereby declares that this Ordinance would have been enacted without such invalid provision. Section 39. NO PERSONAL LIABILITY. No covenant or agreement contained in the Bonds, this Ordinance or any corollary instrument shall be deemed to be the covenant or agreement of any member of the City Council or any officer, agent, employee or representative of the City Council in his individual capacity, and neither the directors, officers, agents, employees or representatives of the City Council nor any person executing the Bonds shall be personally liable thereon or be subject to any personal liability for damages or otherwise or accountability by reason of the issuance thereof, or any actions taken or duties performed, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise, all such liability being expressly released and waived as a condition of and in consideration for the issuance of the Bonds. Section 40. REPEALER. All orders, resolutions and ordinances, or parts thereof, inconsistent herewith are hereby repealed to the extent of such inconsistency. Section 42. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby authorizes the disbursement of a fee equal to the lesser of (1) one -tenth of one percent of the 40 0 principal amount o e Bonds or (ii) $9,500, provided that such fee shall not be less than 750 o the Attorney General of Texas Public Finance Division for payment of the examination fee 35 RROC MOTRevRefg2021:Ordinance charged by the State of Texas for the Attorney General's review and approval of public securities and credit agreements, as required by Section 1202.004 of the Texas Government Code. The appropriate member of the City's staff is hereby instructed to take the necessary measures to make this payment. The City is also authorized to reimburse the appropriate Cityfimds for such payment from proceeds of the Bonds. Section 43. CREDIT AGREEMENTS. Pursuant to Chapter 1371 Texas Government Code, as amended, the City may execute and deliver one or more Credit Agreements (i) to additionally secure Parity Obligations or an issue or series or part of any issue or series of Parity Obligations or (11) in connection with the authorization, issuance, sale, resale, security, exchange, payment, purchase, remarketing or redemption of Parity Obligations or an issue or series or part of an issue or series of Parity Obligations or interest on an issue or series or part of an issue or series of Parity Obligations without regard to whether a Credit Agreement was contemplated, authorized or executed in relation to the initial issuance, sale or delivery of Parity Obligations. Credit Agreements and the obligations thereunder may, pursuant t III their terms, constitute: (1) Parity Obligations securedby a pledge of the Security on parity with all Parity Obligations, (11) Subordinate Lien Obligations secured by a pledge of the Security subordinate to Parity Obligations or (111) partially on a parity with Parity Obligations and partially as Subordinate Lien Obligations,, Section 44. EFFECTIVE DATE. This Ordinance shall become effective upon passage of this Ordinance. [The Remainder of This Page is Intentionally Left Blank] 36 RROCK/HOTRevRefg2021: Ordinance IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and approved on the first and final reading on the 8th day of July, 2021. Mayor City of Round R k, Texas ATTEST: , < 'IATM City Clerk City of Round Rock, Texas APPROVED AS TO LEGALITY: CAL I , %I L k< C-- - I ity tto y City of Round Rock, Texas RROCKMOTRevRefg202 I: Ordinance EXHIBIT A DEFINITIONS As used in this Ordinance, the following terms and expressions shall have the meanings set ID forth below, unless the text hereof specificallyindicates otherwise,, Any terms not otherwise defined herein have the meaning given in this Ordinance. "Accountant" means an independent certified public accountant or accountants or a firm of an independent certified public accountants, in either case, with demonstrated expertise and competence in public accountancy. "Accreted Value" means, with respect to a Premium Compound Interest Bond, as of any particular date of calculation, the original principal amount thereof, plus all interest accrued and compounded to the particular date of calculation, as determined in accordance with the Pricing 0 Certificate and the Accretion Table attached as an exhibit to the Pricing Certificate relating to the respective Bonds that shows the Accreted Value per $5,000 maturity amount on the calculation date of maturity to its maturity. "Accretion Table" means the exhibit attached to the Pricing Certificate that sets forth the rounded original principal amounts at the Issuance Date for the Premium Compound Interest Bonds and the Accreted Values and maturity amounts thereof as of each Compounding Date until final maturity. "Additional Parity 0b1igatiObligations"means Bonds, notes, warrants, certificates of obligation, contractual obligations or other Debt which the City reserves the right to issue or enter into, as the 10 case may be, in the future under the terms and conditions provided in Sections 19 and 20 of this Ordinance and which obligations are equally and ratably secured solely by afirstli*enon and pledge of the HOT Pledged Revenues on a parity with the Bonds. "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 Installments for such Term Bonds shall be sufficient to provide for retirement of the aggregate 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 City on such Debt, or be payable in respect of any required purchase of such Debt by the City) in such Fiscal Year, and, for such purposes, any one or more of the following rules shall apply at the election of the City: A-1 RROCKfflOTRevRefg202 I: Ordinance (1) Balloon Debt. 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 City) in any Fiscal Year either is equal to at least 25% of the total principal (including the accretion of 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 0 herein and throughout this Ordinance 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 0 0 calculated using the original principal amount of such Balloon Debt amortized over the 10 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; (2) Consent Sinking Fund. In the case of Balloon Debt, if a Designated Financial Officer shall deliver to the City 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) is 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 be computed as if the same were due in accordance with such schedule, provided that this clause (2) shall apply only to 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 City has elected to apply the rule set forth in clause (1) above; (3) Prepaid Debt. Principal of and interest on Bonds and Additional 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 i*n trust for the payment thereof at the time of such calculations (including without limitation capitalized interest and accrued interest so deposited or set aside in trust) with a financial institution acting as fiduciary with respect to the payment of such Debt's ; and (4) Variable Rate. 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 City, either (A) an interest rate equal to the average rate borne by such Parity Obligations (or by comparable debt in the event that such Parity Obligations has not been outstanding during the preceding 24 months) for any 24 A-2 RROCKMOTRevRefg2021: Ordinance 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 10 10 interest rates providing a compositefixed interest rate for such Parity Obligati ons 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. "Authorized Denominations " means with respect to the Bonds in the denomination of $5,000 or any integral multiple of $5,000 in excess thereof. "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 anv Debt. and interest earnings thereon shall be excluded i*n making such computation. "Bond Insurer " means any entity that insures or guarantees the payment of principal and interest on any Bonds or the provider of a Reserve Fund Obligation. "Bonds" means the Venue Parity Obligations issued pursuant to this Ordinance with the designation provided for in Section 3 of this Ordinance and in the Pricing Certificate. "Book -Entry -Only System" means the book -entry system of bond registration provided in Section 5 of this Ordinance, 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" and "Issuer" mean the City of Round Rock, Texas, and where appropriate, the City Council. A-3 RROCKMOTRevRefg2021: Ordinance "Code" means the Internal Revenue Code of 1986, as amended. "Compounded Amount" means, with respect to a Premium Compound Interest Bond, as 0 of any particular date of calculation, the original principal amount thereof plus all interest accrued and compounded to the particular date of calculation. "Compounding Dates" means the dates on which interest is compounded on the Premium 0 Compound Interest Bonds as set forth in the Accretion Table attached to the Pricing Certificate. "Current Interest Bonds" means the Bonds paying current interest and maturing in each of the years and in the aggregate principal amounts set forth in the Pricing Certificate. "Credit Agreements" has the meaning given in Chapter 1371, Texas Government Code, as amended. "Debt" and "Debt of the City payable from HOT Pledged Revenues" mean. (1) all indebtedness payable from HOT Pledged Revenues incurred or assumed by the City for borrowed money that, in accordance with generally accepted accounting principles,,, are shown on the liability side of a balance sheet; and (2) all other indebtedness payable from HOT Pledged Revenues that is guaranteed, directly or indirectly, in any manner by the City, or that is in effect guaranteed, directly or indirectly, by the City 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 pay* 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 System in prior Fiscal Years. "Debt Service Fund" meansthe special fund confilrmed and maintained by the provisions of Sections 9 and 10 of this Ordinance. Am4 RROCKMOTRevRefg202 I: Ordinance "Defeasance Securities" means (i) Federal Securities, (ii) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the City adopts or approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the funding of an escrow to effect the defeasance of Bonds are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent, iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the City adopts or approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the funding of an escrow to effect the defeasance of Bonds, are rated as to investment quality by a nationally recognized investment rating firm no less than "AAA" or its equivalent, and (iv) any other then authorized securities or obligations under applicable State law in existence at the time of such defeasance that may be used to defease obligations such as the Bonds. The foregoing notwithstanding, the Pricing Officer may elect 1*n the Pricing Certificate to modify this definition of "Defeasance Securities " with respect to a series of Bonds by eliminating any securities or obligations set forth in the preceding sentence upon determining that it is in the best interests of the City to do so. "Depository" means one or more official depository banks of the City. "DTC" means The Depository Trust Company, New York, New York and its successors and assigns. "DTC ParticiParticipant"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. "Designated Financial Officer" means the chief financial officer or finance director of the City, or such other financial or accounting official of the City so designated by the City Council. "Escrow Agent" means the financial institution selected by the P0 ricing Officer to perfo0 rm such function in the Pricing Certificate or any successor escrow agent under the Escrow Agreement. "Escrow Agreement" means the agreement by and between the City and the Escrow Agent relating to refunding the Refunded Obligations. "Escrowed Securities" means such securities as are permitted investments pursuant to the ordinance(s) authorizing the Refunded Obligations for the defeasance escrow(S) as selected by the Pricing Officer to defease Refunded Obligations. A-5 RROCKfflOTRevRefg2021: Ordinance "Federal Securities" means direct, noncallable obligations of the United 0 America, including obligations that are unconditionally guaranteed by the United America. States of States of "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 "nancial obligation" shall not include munici fipal securities (as defined I*n the Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined i*n the Rule) has been provided to the MSRB consistent with the Rule. "Fiscal Year" means the twelve-month accounting period used by the City in connection with the operation of the Venue Project, currently ending on September 30 of each year, which may be any twelve consecutive month period established by the City, but i*n 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 City that mature by their terms (in the absence of the exercise of any earlier right of demand), or that are renewable 0 at the option of the City to a date, more than one year after the original creation or assumption of such Debt by the City. "Funds" means collectively all funds created or confirmed in Section 9 of this Ordinance. "Holder(s)" means the registered owner, for any Parity Obligation. whose name appears in the Registration Books, "HOT Pledged Revenues" means (i) the Hotel Tax, (ii) amounts and investments on deposit in the Debt Service Fund, the Reserve Fund and the Revenue Fund plus (iii) any additional revenues, income, receipts, or other resources, including, without limitation, any grants, donations or income received or to be received from the United States Government, or any other public or 0 private source, whether pursuant to an agreement or otherwise, which hereafter are pledged by the City to the payment of the Parity Obligations. "Hotel Tax" means that portion of the receipts of the municipal hotel tax authorized pursuant to Chapter 351 of the Texas Tax Code, as amended, remaining after deducting the Local ID Tourism Requirement,, "Initial Bonds" means the Bonds authorized, issued, and initially delivered as provided in Section 6 of this Ordinance "Local Tourism Requirement" means that portion of the municipal hotel tax authorized pursuant to Chapter 351 of the Texas Tax Code, as amended, which represents the greater of (1) A-6 RROCKMOTRevRefg2021: Ordinance the State Mandated Set Aside or (ii) $292,632 (adjusted upward each year, which commenced Fiscal Year 2008, by 3% on a compounded basis). "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 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. "Ordinance " means this ordinance adopted by the City Council on July 8, 2021 in connection with the issuance of the Bonds. "Outstanding" when used with respect to Parity Obligations, means, as of the date of determination, all Parity Obligations theretofore delivered under this Ordinance and any ordinance authorizing Additional Parity Obligations, except0 : (1) Parity Obligations theretofore canceled and delivered to the City or delivered to the Paying Agent/Registrar for cancellation; (2) Parity Obligat40 ions deemed paid pursuant to the provisions of Section 25 of this Ordinance or any comparable section of any ordinance authorizing Additional Parity Obligations; (3) Parity Obligations upon transfer of or in exchange for and in lieu of which other Parity Obligations have been authenticated and delivered pursuant to this Ordinance and any ordinance authorizing Additional Parity Obligations; and (4) Parity Obligations under which the obligations of the City have been released, discharged or extinguished in accordance with the terms thereof. "Paying Agent/Registrar" shall have the meaning set forth in Section 5(a) of this Ordinance. "Parity Obligations" means the Bonds, the Outstanding Parity Obligations and any Additional Parity Obligations hereafter issued by the City or obligations issued to refund any of the foregoing (as determined within the sole discretion of the City Council i*n accordance with A-7 RROC"OTRevRefg2021: Ordinance applicable law) if issued i*n a manner that provides that the refunding obligations are payable from and equally and ratably secured by a first lien on and pledge of the HOT Pledged Revenues. For ID 10 the avoidance of doubt, the term "Parity Obligations" includes all Venue Parity Obligations. "Premium Compound Interest Bonds" means the Bonds on which no interest is paid 10 0 prior to maturity, maturing in various amounts and in the aggregate principal amount as set forth in the Pricing Certificate. "Pricing Certificate" means each Pricing Certificate of the City's P0 ricing Officer to be executed and delivered pursuant to Section 3 hereof in connection with the issuance of each series of the Bonds. "Pricing Officer" means the City Manager acting as the designated pricing officer of the 40 City to execute the Pricing Certificate. In the absence of the City Manager, the Chief Financial Officer may act as the designated pricing officer of the City to execute the Pricing Certificate. "Rating Agency" means any nationally recognized securities rating agency which has assigned, at the request of the City, a rating to the Parity Obligations. "Record Date" means with respect to each interest payment date of a Bond, the date set forth in the Pricing Certificate. "Refunded Obligations" means those Refundable Obligations designated by the Pricing Officer in each Pricing Certificate to be refunded. "Refundable Obligations" means all or a portion of the City's outstanding Venue Tax and Hotel Occupancy Tax Revenue Bonds, Series 2012, "Registration Books" means the records maintained by the Paying Agent/Registrar indicating the registered owner of the Parity Obligations. "Reserve Fund" means the special fund confirmed and maintained by the provisions of Sections 9 and 12 of this Ordinance. "Reserve Fund Obligations" means a surety bond or insurance policy deposited into the Reserve Fund to satisfy the Required Reserve Amount whereby the issuer 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 City i*s obligated to make from HOT Pledged Revenues deposited into the Reserve Fund with respect to a Reserve Fund Obligation. A-8 RROCK/HOMevRefg2021: Ordinance "Revenue Fund" means the special fund confirmed and maintained by the provisions of Sections 9 and 10 of this Ordinance. "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Coti-imission. "State Mandated Set Aside" means not less than the amount of revenue received by the 10 City from the municipal hotel tax at a rate of one percent of the cost of the room which is required to be allocated solely to advertising and conducting solicitation and promotional purposes to attract tourists and convention delegates or registrants to the City or its vicinity as provided in Section 351,103(a)(2) of the Texas Tax Code, as amended., "Stated MaturiMaturity"means the annual p0 rincipal payments of the Parity Obligations payable on the respective dates set forth in the Ordinance and any Supplemental Ordinance authorizing the i10 ssuance of such Parity Oblgiations. "Subordinate Lien Obligations" means (i) any bonds, notes, warrants, certificates of 10 obligation, contractual obligations or other Debt issued by the City that are payable, in whole or in part, from and equally and ratably secured by a lien on and pledge of the HOT Pledged Revenues, such pledge being subordinate and inferior to the lien on and pledge of the HOT Pledged Revenues that are or will be pledged to the payment of any Parity Obligations issued by the City, 40 and (11) obligations hereafter issued to refund any of the oregoing if issued in fa manner that provides that the refunding bonds are payable from and equally and ratably secured, in whole or i0 n part, by a lien on and pledge of the HOT Pledged Revenues on a parity with the Subordinate Lien Obligations. "Supplemental Ordinance" means the ordinances adopted by the City Council of the City from time to time in connection with the issuance of Additional Parity Obligations. "Taxable Bonds" means the series of Bonds bearing interest at a taxable rate. "Tag -Exempt Bonds" means the series of Bonds bea0 ring interest which is excludable from gross income for Federal taxation purposes pursuant to section 103 of the Code. "Term Bonds" means those Parity Obligations so designated in the ordinances 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 (1*i) twenty-five years. AM9 RROCKMOTRevRefg2021: Ordinance "Venue Debt Service Fund" means the special fund confirmed and maintained by the provisions of Sections 9 and 10 of this Ordinance. "Venue Parity Obligations" means Parity Obligations that are additionally payable from and equally and ratably secured by a first lien on and pledge of the Venue Tax Revenues. "Venue Project" means constructing, equipping and improving the sports and community venue for a MultiLpurpose facility and related infrastructure that is used or is planned for use for one or more professional or amateur sports events, community events or other sports events as approved by the voters of the City on November 8, 2011 in accordance with Chapter 334, Local Government Code and Section 351.101(a)11, Tax Code. "Venue Project Fund" means the special fund confirmed and maintained by the provisions of Sections 9 and 10 of this Ordinance, including the sub accounts in such fund. "Venue Tax" means the 20y(o additional hotel occupancy tax approved by the voters of the City on November 8, 2011 and as levi*ed by an ordinance of the City Council adopted on Janui:�11111111,11 26120120 "Venue Tax Revenues" means (i) the Venue Tax, plus (ii) amounts and investments on deposit in the Venue Debt Service Fund and the Venue Revenue Account of the Venue Project Fund. [The Remainder of This Page i*s Intentionally Left Blank] AmIO RROCKMOTRevRefg202 I: Ordinance EXHIBIT B FORM OF BOND (All blanks and any appropriate or necessary insertions or deletions, to be completed as determined by the Pricing.Officer in the Pricing Certificate.) [FORM OF FIRST PARAGRAPHS OF CURRENT INTEREST BONDS] R- UNITED STATES OF AMERICA STATE OF TEXAS PRINCIPAL CITY OF ROUND ROCK, TEXAS $_ VENUE TAX AND HOTEL OCCUPANCY TAX REVENUE REFUNDING INTEREST RATE REGISTERED OWNER0 : PRINCIPALAMOUNT,0 SERIES 202. ISSUANCE DATE AMOUNT BOND, MATURITY DATE CUSIP NO. DOLLARS ON THE MATURITY DATE specified above, the CITY OF ROUND ROCK, TEXAS r% n (the "Issuer "), being a political subdivision and municipal corporation of the State of Texas, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the " Registered 0,"mer"), the Principal Amount specified above, and to pay interest thereon (calculated on the basis of a 360mday year of twelve 30mday months) from the Issuance Date at the Interest Rate per annum specified above, payable on 120 and semiannually on each and `thereafter to the Mat- unty 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 filrst Record Date (hereinafter defined), such Principal Amount shall bear interest from the interest payment date next preceding the date of authentication, unless such 10 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 Com such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the * As provided in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent with any provisions in this Form of Bond or contains information to complete missing information in this Form of Bond, thei language n the Pricing Certificate shall be used in the executed Bonds. RROCK /HOTRevRefg2021: Ordinance 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,, 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 theRegisteredOwner hereof upon presentation and surrender of this Bond at maturity or upon the date fixed for its redemption prior to maturity, at the designated office for payment of ', which is the "Paying Agent/Registrar" for this Bond. 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, 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 Ordinance authorizing the issuance of this Bond (the " Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check 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 `day of the month next preceding each such date (the "Record Date") on the Registration Books kept bY the Paying Agent/Registrar, as hereinafter described. In the ejji�ijent of anon-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest 40 payment (a "Special Record Date") will be established by the Paying Agent/Registrar 1*f and when funds for the payment of such interest have been received from the Issuer. Notice o the Special Record Date and of the scheduled payment date of the past due interest the "Special Payment Date" which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class, postage prepaid, to the address of each Registered Owner appearing on the Registration Books oftheP aying Agent/Registrar at the close of business on the fifteenth business day next preceding the date of mailing o such notice. Any accrued interest due upon the redemption o is on prior to maturity as provided herein shall be paid to the Registered Owner on presentation and surrender of this Bond for redemption and payment at the principal office for payment of the Paying Agent/Registrar (unless the redemption date is a regularly scheduled interest payment date, in which case accrued interest on such redeemed Bonds shall be payable in the regular manner described above). The Issuer covenants with the Registered Owner o is on that on or before each principal payment date, interest ment date,and accrued interespayt payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Venue Debt Service Fund" referred to in and maintained by the Ordinance, the amounts required to provide for the payment, in i0 mmediately available funds, of all principal of and interest on the Bonds, when due. Terms used in this on and not otherwise defined shall have the meaning given in the Ordinance. *To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language in the Pricing Certificate shall be used in the executed Bonds. B-2 RROCKMOTRevRefg2021: Ordinance [FORM OF FIRST PARAGRAPHS OF PREMIUM COMPOUND INTEREST BOND] NO. PC - MATURITY AMOUNT ISSUANCE DATE: INTEREST RATE: NUTURITY DATE: CUSIP: REGISTERED OWNER0 : MATURITY AMOUNT0 : The City of Round Rock, Texas (the "City") hereby promises to pay, solely from the sources hereinafter identified and as hereinafter stated, to the Registered Owner named above, or the registered assigns thereof, the Maturity Amount set forth above, representing the principal amount hereof and accrued and compounded interest hereon. Interest shall accrue on the principal amount hereof from the Issuance Date at the interest rate per annum specified above, calculated on the basis of a 360 day year comprised of twelve 30 day months, compounded semiannually on * and * of each year commencing 20 *. For convenience of reference, a table appears on the back of this Bond showing the "Compounded 0 Amount" of the original principal amount plus initial premium, if any, per $5,000 Maturity Amount compounded semiannually at the yield shown on such table. The term "Accreted Value" as set forth in the table on the reverse side hereof shall mean the original principal amount plus initial premium per $5,000 Maturity Amount compounded semiannually on * and * at the yield shown on such table. The Maturity Amount of this Bond i*s payable in lawful money of the United States of America, without exchange or collection charges. The Maturity Amount of this Bond shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at maturity, at the designated office for payment of *, which is the "Paying Agent/Registrar" for this Bond, and shall be drawn by the Paying Agent/Registrar on, and solely from, funds of the City required by the ordinance authorizing the issuance o e Bonds (the "Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided, payable to the Registered Owner hereof, as it appears on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. The City covenants with the Registered Owner of this Bond that on or before the Maturity Date for this Bond it will make available to the *To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language in the Pricing Certificate shall be used in the executed Bonds. B-3 RROCKMOTRevRefg2021: Ordinance Paying Agent/Registrar, from the "Venue Debt Service Fund" created by the Ordinance, the 0 amounts required to provide for the payment, in immediately available funds of the Maturity 10 Amount, when due. Terms used in this Bond and not otherwise defined shall ha,,.,. v e the meaning given in the Ordinance. [FORM OF REMAINDER OF EACH BOND] IF THE DATE for the payment of the p0 rincipal of or interest on this Bond shall fall on a day other than a Business Day (each a "Non -Business Day"), then the date for such payment shall be the next succeeding day Which is not a Non -Business Day, and payment on such date shall have the same force and effect as if made on the original date payment was due. THIS BOND is one of a series of Bonds dated as of , 201authorized in accordance with the Constitution and laws of the State of Texas i*n the aggregate principal amount of $ *for the purpose of (i) refunding the "Refunded Obligations" and (ii) paying the costs associated with the issuance of the Bonds. THE ISSUER reserves the right to redeem Bonds of this series maturing on and after in whole or in part on , 20or any date thereafter, and, if i20n part, the Issuer will determine the maturity or maturities to be redeemed and the Paying Agent/Registrar 0 shall determine, by lot or other customary method within a maturity, the particular Bonds to be redeemed, at a redemption price equal to the principal amount of the Bonds to be redeemed plus accrued interest to the redemption date,, THE BONDS MATURING on * in the year 20_* (the "Term Bonds") are 10 subject to mandatory sinking fund redemption by lot prior to maturity in the following amounts, on the following dates and at a price of par plus accrued interest to the redemption date. Bonds Matur40 ing , 20_ Redemption Date Principal Amount 20---- 20 *Final Maturity THE PRINCIPAL AMOUNT of the Term Bonds required to be redeemed pursuant to the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option 0 & of the City by the principal amount of any Term Bonds of the stated maturity which, at least 50 'D days prior to a mandatory redemption date, (1) shall have been acquired by the City, at a price not 0 40 exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase * As provided in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent with any provisions in this Form of Bond or contains information to complete missing information in this Form of Bond, the language in the Pricing Certificate shall be used in the executed Bonds. RROCK/HOTRevRefg2021: Ordinance thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City with monies in the Venue Debt Service Fund at a price not exceeding the principal amount of the Term Bonds plus accrued interest to the date of purchase thereof, or (3) shall have been redeemed pursuant tO the optional redemption provisions and not theretofore credited against t mandatory sin] ing fund redemption requirement. AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof 0 prior to maturity, a written notice of such redemption shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, at least 30 days prior to the date fixed for any such redemption to the Registered Owner of each Bond to be redeemed at its address as it appeared on the Registration Books maintained by the Paying Agent/Registrar on the day such notice of 10 redemption is mailed. 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 Authorized Denomination 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 Ordinance. WITH RESPECT TO any optional redemption of the Bonds, unless certain prerequisites to such redemption required by the Ordinance have 1:111)een met and moneys sufficient to pay the principal o f and premium, if any, and interest on the Bonds to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving o such notice o redemption, such notice shall state that said redemption may, at the option of the City, be conditional upon the satisfaction of such prerequisites and receipt of such moneys b the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth i*n such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not received, such notice shall be o no force and effect, the City shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner inw ic enoiceo redemptionwasgiven,tothe effect that the Bonds have not been redeemed. 0 ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without ID Is 10 interest coupons, in the denomination of $5,000 and any integral multiple o in excess of * As provided in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent with any provisions in this For of Bond or contains information to complete missing information in this Form of Bond, the language in the Pricing Certificate shall be used in the executed Bonds. B-5 R.ROC"OTRevRefg2021: Ordinance thereof within a maturity (an "Authorized Denomination"). As provided in the Bond Ordinance, ID this Bond, or any unredeemed portion hereof, may, at the request of the Registered Owner or the assignee or assignees hereof, be assigned, transferred 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 maybe, having the same denomination or denominations in an Authorized Denomination as requested in writing by the appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance,, Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper ins truments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in an Authorized Denomination 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 transferring and exchanging any Bond or portion thereof shall be paid by the Issuer, but any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer 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 or exchange (1) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following 0 principal or interest payment date, or, (11) 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 an unredeemed balance of a Bond called for redemption in part. 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 Ordinance that it promptly will anpoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Registered Owners of the Bonds. IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly authorized, issued and delivered; that all acts, conditions and things required or proper to be performed, exist, and be done precedent to or in the authorization, issuance and delivery of this Bond have been performed, existed and been done in accordance with law; that this Bond is a special obligation of the Issuer, and that the interest on and principal of this Bond, together with all other outstanding "Venue Parity Obligations" (as defined in the Ordinance), as such interest comes due, and as such principal matures, are payable from and secured by a lien on and pledge of the "Venue Tax Revenues" and "HOT Pledged Revenues", all as provided in the Ordinance. RROCKMOMevRefg202 I: Ordinance THE ISSUER also has reserved the right, subject to restrictions stated in the Ordinance, to issue Additional Parity Obligations which also may be made payable from and equally and ratably secured by a first lien on and pledge of, the Venue Tax Revenues and HOT Pledged Revenues in the same manner and to the same extent as this series of Bonds. THE ISSUER also has reserved the right, subject to restrictions stated in the Ordinance to 10 issue Subordinate Lien Obligations payable from and equally and ratably secured, in whole or in part, by a lien on and pledge of the HOT Pledged Revenues, subordinate and inferior 0 in rank and di0 gnity to the lien on and pledge of such HOT Pledged Revenues securing payment of the Bonds or any Additional Parity Obligations. THE OWNER HEREOF shall never have the right to demand payment of this Bond out 10 10 10 of any funds raised or to be raised by taxation, except venue taxes and hotel occupancy taxes, or any sources other than those specified in the Ordinance. NOTWITHSTANDING THE FOREGOING, during any period 1*n which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, any payment to the securities depository, or its nominee or registered assigns, shall be made 1*n accordance with existing arrangements between the City and the securities depository. BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer and agrees that the terms and provisions of this Bond and the Ordinance constitute a contract between each Registered Owner hereof and the Issuer. IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or facsimile signature of the Mayor of the Issuer, and countersigned with the manual or facsimile signature of the City Clerk of the Issuer and the official seal of the Issuer has been duly impressed, or placed in facsimile, on this Bond. Countersigned: City Clerk, City of Round Rock, Texas (CITY SEAL) Wl RROCKIHOTRevRefg2021: Ordinance Mayor, City of Round Rock, Texas INSERTIONS FOR THE INITIAL BONDS (i) The initial Current Interest Bonds 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: "ON THE MATURITY DATE SPECIFIED BELOW, the City of Round Rock, Texas (the "City"), being a political subdivision, hereby promises to pay to the Registered Owner 10 specified above, or registered assigns (hereinafter called the "Registered Owner"), on * in each of the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: Years P0 rincipal Amount Interest Rate (Information for the Current Interest Bonds from the P0 ricing Certificate to be inserted) The City promises to pay interest on the unpaid p0 rincipal amount hereof (calculated on the basis of a 360-day year of twelve 30-day months) from the Issuance Date at the respective Interest Rate per annum specified above. Interest is payable on , 20_* and semiannually on each and thereafter to the date of payment of the principal installment specified above; except, that if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such principal amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentica- tion is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full,," C. The initial Current Interest Bond shall be numbered "T-1." (0 i) The Initial Compound Interest Bond shall be in the form set forth 1*n 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 the heading "CUSIP NO." shall be deleted. RROCK/HOTRevRefg2021: Ordinance B. The first paragraph of the Bond shall be deleted and the following will be inserted (with all blanks and bracketed items to be completed with information contained in this Ordinance): "The City of Round Rock, Texas (the "City") hereby promises to pay, solely from the sources hereinafter identified and as hereinafter stated, to the Registered Owner named above, or the registered assigns thereof, Payment at Maturity on * in each of the years and in the installments of the respective Maturity Amounts set forth in the following schedule: Amount Year Rate (Information for the Premium Compound Interest Bonds from the Pricing Certificate to be inserted) The amount shown above as the respective Maturity Amounts represent the principal amount hereof and accrued and compounded interest hereon. Interest shall accrue on the principal amount hereof from the Issuance Date at the interest rate per annum specified above, compounded semiannually on *and * of each year commencing 120 For convenience of reference, a table appears on the back of this Bond showing the "Compounded 0 Amount" of the original principal amount plus initial premium, if any, per $5,000 Maturity Amount compounded semiannually at the yield shown on such table. All payments on this Bond shall be payable in lawful money of the United States of America, without exchange or collection charges, and interest payments shall be made by the Paying Agent/Registrar by check sent on or before the appropriate date of payment, by United States mail, first-class postage prepaid, to the Registered Owner hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Registered Owner hereof. " C. the Initial Premium Compound Interest Bond shall be numbered "TPC-1." 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 RROCK/HOTRevRefg202 i : Ordinance (COMPTROLLER'S SEAL) Comptroller of Public Accounts of the State of Texas FORM OF PAYING AGENT/REGISTRAR'S AUT ENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed iif* this Bond is not accompanied by an executed Registration Certiicate of the Comptroller of Public Accounts of the State of Texas) It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance described in the text of this Bond; and that this Bond has been issued in exchange for a 0 bond or 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. Date of Authentication: FORM OF ASSIGNMENT0 : Paying Agent/Registrar ASSIGNMENT Authorized Representative FOR VALUE RECEIVED, the undersigned Registered Owner of this Bond, or duly authorized representative or attorney thereof, hereby sells, assigns and transfers this Bond and all rights hereunder unto (Assignee's Social Security or Taxpayer Identification Number) (Please print or typewrite Assignee's name and address, including zip code) and hereby irrevocably constitutes and appoints attorney to transfer the registration of this Bond on the Paying Agent/Registrar's Registration Books with full power of substitution in the premises. Dated0 : RROCKMOTRevRefg2021: Ordinance Signature Guaranteed: NOTICE: Signatures) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. BmI I RROCK/HOTRevRefg2021: Ordinance NOTICE: The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Bond 1*n every particular, without alteration or enlargement or any change whatsoever. EXHIBIT C NOTICE OF DEFEASANCE/REDEMPTION NOTICE IS HEREBY GIVEN that the following obligations (the "Obligations") issued by the City of Round Rock, Texas (the it have been defeased and called for redemption prior to their scheduled maturities on December 1, 2021 (the "Redemption Date"), at a price ollf par plus accrued interest to the date of redemption, to -wit: CITY OF ROUND ROCK, TEXAS VENUE TAX AND HOTEL OCCUPANCY TAX REVENUE BONDS, SERIES 2012, maturing on December 1 in each of the years 20_ through 20., inclusive, aggregating $ in principal amount. Maturity December 1 Principal Amount Interest Rate CUSIP Numbers* *The CUSIP Numbers have been assigned to this issue by the CUSIP Service Bureau and are included solely for the convenience of the owners of the Obligations. The City is not responsible for the selection or the correctness of the CUSIP numbers set forth herein. The Obligations shall be redeemed and shall no longer bear interest after the Redemption Date. The redemption price for the Obligations shall be paid upon presentation to The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, the Paying Agent, either in person or by mail, at the following address: First C1asVWez4*steri!d1CeMfi"ed Mail The Bank of New York Mellon Trust Company, N.A. Institutional Trust Services P.O. Box 2320 Dallas, Texas 75221-2320 Bv 0vernight or Courier The Bank of New York Mellon Trust Company, N.A. Institutional Trust Services 2001 Bryan Street, 9th Floor Dallas, Texas 75201 Bv Hand The Bank of New York Mellon Trust Company, N.A. GIS Unit Trust Window 4 New York Plaza, 1st Floor New York, NY 10004 Incompliance with section 3406 of the Internal Revenue Code of 1986, as amended, payors making certain payments due on debt securities maybe obligated to deduct and withhold a portion of such payment from the remittance to any payee who has failed to provide such Payor with a valid taxpayer identification number. To avoid the imposition of this withholding tax, such payees should submit a certified taxpayer identification number when surrendering the Obligations for redemption. CITY OF ROUND ROCK, TEXAS RROCKMOMevRefg2021: Ordinance EXHIBIT D DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following IV information is referred to in Section 18 of this Ordinance. Accounting Principles The accounting p0 rinciples referred to in such section are the accounting principles described in the notes to the financial statements. D-1 RROCK MOTRevRefg2021: Ordinance CERTIFICATE FOR ORDINANCE NO.0-2021-186 THE STATE OF TEXAS § COUNTY OF WILLIAMSON § CITY OF ROUND ROCK § We, the undersigned officers and members of the City of Round Rock, Texas (the "City"), hereby certify as follows: 1. The City Council of the City convened in REGULAR MEETING ON THE 8th DAY OF JULY, 2021 (the "Meeting"), and the roll was called of the duly constituted officers and members of the City, to -wit: Craig Morgan, Mayor Michelle Ly, Place 1 Rene Flores, Place 2, Mayor Pro-Tem Matthew Baker, Place 3 Frank Ortega, Place 4 Kristin Stevens, Place S 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 ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF ONE OR MORE SERIES OF CITY OF ROUND ROCK, TEXAS VENUE TAX AND HOTEL OCCUPANCY TAX REVENUE REFUNDING BONDS; APPROVING AND AUTHORRZING AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT, A BOND PURCHASE AGREEMENT, AN ESCROW AGREEMENT AND OTHER RELATED DOCUMENTS; ESTABLISHING THE PROCEDURES FOR SELLING AND DELIVERING THE BONDS; AND AUTHORIZING OTHER MATTERS RELATING TO THE BONDS was duly introduced for the consideration of the City Council. It was then duly moved and seconded that the Ordinance be passed on first reading; and, after due discussion, said motion carrying with it the passage of the Ordinance, prevailed and carried by the following vote: AYES: NOES: 2. A true, full and correct copy of the Ordinance passed at the Meeting described in the above and foregoing paragraphs is attached to and follows this Certificate; that the Ordinance has been duly recorded in the City Council's minutes of the Meeting; that the above and foregoing paragraphs are a true, full and correct excerpt from the City Council's minutes of the RoundRock\HOTRefl2021: Ordinance Cert Meeting pertaining to the passage of the Ordinance; that the persons named in the above and foregoing paragraphs are the duly chosen, qualified and acting officers and members of the City Council as indicated therein ; that each of the officers and members of the City Council was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the Meeting, and that the Ordinance would be introduced and considered for passage at the Meeting, and each of the officers and members consented, in advance, to the holding of the Meetings 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, Texas Government Code, and as further moiddieby 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 Ordinance ;that the Mayor and the City Clerk of the City have duly signed the Ordinance; and that the Mayor and the City Clerk of the City hereby declare that their signing of this Certificate shall constitute the signing of the attached and following copy of the Ordinance for all purposes. RoundRock\HOTRef\202 1: Ordinance Cert SIGNED AND SEALED the 8t'' day of July, 2021. City Clerk Mayor [CITY SEAL] RoundRock\HOTRefl2021: Ordinance Cert PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT entered into as of September 7, 2021 (this "Agreement"), by and between the City (I)f Round Rock, Texas (the "Issuer and The Bank of New'Y'ork Mellon Trust Col 1pany, National Association, Dallas, Texas, a banking corporation duly organized and existing under the laws of the United States of America (the "Bank"). RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its $ 9000 City of Round Rock, Texas Venue Tax and Hotel Occupancy Tax Revenue Refunding Bonds, Series 2021, (the "Securities"), such Securities to be issued in fully registered form only as to the payment of principal and interest thereon,, and WHEREAS, the Securities are scheduled to be delivered to the initial purchasers thereof on or about September 79 2021; and NMERFAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection with the payment of the principal of, premium, if any, and interest on the Securities and with respect to the registration, transfer and exchange thereof by the registered owners thereof; and WHEREAS, the Bank has agreed to serve i*n such capacities for and on behalf of the Issuer 0 and has full power and authorityform to perand serve as Paying Agent/Registrar for the Securities; NOW, THEREFORE, iti'os mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1.01. Avjioi ntment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Securities. As Paying Agent for the Securities, the Bank shall be responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the Securities as the same become due and payable to the registered owners thereof, all in accordance with this AgTeementa,.,nd the " Order" (hereinafter defined). The Issuer hereby appoints the Bank as Registrar with respect to the Securities. As Registrar for the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books 0 0 and records as to the ownership o e Securities and wirespect to the transfer and exchange thereof as provided herein and in the "Order." RRock\HOTRevRefg\2 1: PARA The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Securities. Section 1.02. CoMIDensation. As compensation for the Bank's services as Paying Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Schedule A attached hereto for the first year of this Agreement and thereafter the fees and amounts set forth in the Bank s current fee schedule then in effect for services as Paying Agent/Registrar for political subdivisions, which 0 shall be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year. In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements and advances incurred or made by the Bank in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). ARTICLE TWO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Bank Office" means the designated office for payment of the Bank as indicated on the signature page hereof,, The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Financial Advisor" is Specialized Public Finance Inc. "Fiscal Year" means the fiscal year of the Issuer, ending September 30. "Holder" and "Security Holder" each means the Person in whose name a Security is regregisteredAn the Security Regie ster. "Issuer Request" and "Issuer Order" means a written request or Order signed in the name of the Issuer by an authorized representative, delivered to the Bank. it Holiday" means a day on whchithe Batik is required or authorized to be closed. "Order" means the Orders of the governing body of the Issuer pursuant to which the Securities are issued, certified by the Secretary of the Board or any other officer of the Issuer and delivered to the Bank. RRock\HOTRevRefg\2 1: PARA 2 "Person" means any individual, 10 stock company, trust, unincorporated subdivision of a government. corporation, partnership, joint venture, association, joint organization or government or any agency or political "Predecessor Securities" of any particular Security means every previous Security 19 evidencing all or a portion of the same obligation as that evidenced by such particular Security (and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen Security for which a replacement Security has been registered and delivered in lieu thereof pursuant to Section 4,.06 hereof and the Order). "Redemption Date" when used with respect to any Bond to be redeemed means the date fixed for such redemption pursuant to the terms of the Order. " Responsible Officer" when used with respect to the Bank means the Chairman or Vice - Chairman of the Board of Directors, the Chairman or Vice-chairman of the Executive Committee of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter i*s referred because of his knowledge of and familiarity with the particular subject. "Security Register" means a register maintained by the Bank on behalf of the Issuer providing for the registration and transfer of the Securities. "Stated Maturity" means the date specified in the Order on which the p0 rincipal of a Security is scheduled to be due and payable. Section 2.02. Other Definitions. The terms "Bank," Issuer," and "Securities (Security)" have the meanings assigned to them in the recital paragraphs of this Agreement. The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and 10 10 functions of this Agreement. ARTICLE THREE PAYING AGENT Section 3.01. Duties of Paving Agent. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to 0 it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of each Security at its Stated Maturity or Redemption Date, to the Holder upon surrender of the Security to the Bank at the Bank Office. RRock\HOTRevRefg\2 1: PARA 3 As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each Security when due, by computing the amount of interest to be paid each Holder and preparing and sending checks by United States Mail, first-class postage prepaid, on each payment date, to the Holders of the Securities (or their Predecessor Securities) on the respective Record Date, to the address appearing on the Security Register or by such other method, acceptable to the Bank, requested in writing by the Holder at the Holder's risk and expense,, Principal and interest payments made pursuant to this Section 3.01 shall be made by wire transfer. Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities on the dates specifiedin the Order. Section 3.03 Reporting Requirements. To the extent required by the Internal Revenue Code of 1986, as amended, or the Treasury Regulations, the Bank shall report to or cause to be reported to the Holders and the Internal Revenue Service the amount of interest paid or the amount treated as interest accrued on the Securities which is required to be reported by the Holders on their returns of federal income tax. ARTICLE FOUR REGISTRAR Section 4.01. Security Register - Transfers and Exchanges. The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the "Security Register"and, if the Bank Office is located outside the State of Texas, a copy of such books and records shall be kept in the State of Texas, for recording the names and addresses of the Holders of the Securities, the A- transfer, exchange and replacement of the Securities and the payment of the principal of and interest on the Securities to the Holders and containing such other information as maybe reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and the Bank may prescribe. The Bank also agrees to keep a copy of the Security Register within the State of Texas. All transfers, exchanges and replacement of Securities shall be noted in the Security Register. Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the National Association of Securities Dealers, in form satisfactory to the Bank, duly executed by the Holder thereof or his agent duly autho'a rized in writing.m0 RRock\HOTRevRefg\2 1: PARA 4 The Bank may request any supporting documentation it feels necessary to effect a re - registration, transfer or exchange of the Securities. To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof will be completed and new Securities delivered to the Holder or the assignee of the Holder in not more than three (3) business days after the receipt of the Securities to be cancelled in an exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar. Section 4.02. Certificates. The Issuer shall provide an adequate inventory of p0 rinted Securities certificates to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities certificates will be kept in safekeeping pending their use, and reasonable care will be exercised by the Bank in maintaining such Securities certificates in safekeeping, which shall be not less than the level of care maintained by the Bank for debt securities of other political subdivisions or corporations for which it serves as registrar, or that i t maintains for its own securities. Section 4.03. Form of Security Register. The Bank, as Registrar, will maintain the Security Register relating to the registration, payment, transfer and exchange of the Securities in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Secumnty Register in any form other than those which the Bank has currently available and Currently utilizes at the time. The Security Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4.04. List of Security Holders. The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the required fee, a copy of the information contained in the Security Register. The Issuer may also inspect the information contained in the Security Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. The Bank will not release or disclose the contents of the Security Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except 40 upon receipt of a court order or as otherwise required by law,, Upon receipt of a court order or other notice of a legal proceeding and prior to the release or disclosure of any of the contents of the Security Register, the Bank will notify the Issuer so that the Issuer may contest the same or such release or disclosure of the contents of the Security Register. RRock\HOTRevRefg\2 1: PARA �1 Section 4.05. Return of Cancelled Certificates. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Securities in lieu of which or in exchange for which other Securities have been issued, or which have been paid. 0 Section 4.06. Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby instructs the Bank, subject to the applicable provisions of the Order, to deliver and issue Securities certificates in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities certificates as long as the same does not result in an ovenssuance, In case any Security shall be mutilated, or destroyed, lost or stolen, the Bank, in its discretion, may execute and deliver a replacement Security of like form and tenor, and in the same 10 denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Security, or in lieu of and in substitution for such destroyed lost or stolen Security, only after (i*) the filing by the Holder thereof with the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification i*n an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Security shall be borne by the Holder of the Security mutilated, or destroyed, lost or stolen. 0 Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Securities certificates it has paid pursuant to Section 3.01, Securities certificates it has delivered upon the transfer or exchange of any Securities certificates pursuant to Section 4*01, and Securities certificates it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities certificates pursuant to Section 4,06, ARTICLE FIVE THE BANK Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care in the performance thereof. The Bank is authorized to transfer funds relating to the closing and initial delivery of the 10 Securities in the manner disclosed in the closing memorandum as prepared by the Issuer's Financial Advisor or other agent. The Bank may act on a facsimile or e-mail transmission of the RRmk\H0TRevRefg\2 1: PARA 6 closing memorandum acknowledged by the Issuer, the Issuer's Financial Advisor or other agent as the final closing memorandum. The Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from the Bank's reliance upon and compliance with such instructions,, Section 5.02. Reliance on Documents,,Etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness 10 Is of the opinions expressed therein, on certificates or opinions furnished to the Bank by the Issuer. (b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proven that the Bank was negligent in ascertaining the pertinent facts. (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, 1*f it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (d) The Bank may rely and shall be protected in acting or refraining from acting upon any Order, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any Securities, but is protected in acting upon receipt of Securities certificates containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the Holder or an agent of the Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in a Order, 40 certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document supplied by the Issuer. (e) The Bank may consult with legal counsel, and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon, provided that any such written advice or opinion is supplied to the Issuer by the Bank. (f) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of the Bank. Section 5.03. Recitals of Issuer. The recitals contained herein with respect to the Issuer and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness. RRock\HOTRevRefg\2 1: PARA The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security, 0 or any other Person for any amount due on any Security from its own funds. Section 5,040 Mal Hold Securities. The Bank, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying AgenVRegistTar, or any other agent. Section 5.05. Mone:Ks Held bv Bank. The Bank shall deposit any moneys received from the Issuer into a segregated account to be held by the Bank solely for the benefit of the owners of the Securities to be used solely for the payment of the Securities, with such moneys in the account that exceed the deposit insurance available to the Issuer by the Federal Deposit Insurance Corporation, to be fully collateralized with 0 securities or obligations that are eligible under the laws of the State of Texas to secure and be pledged as collateral for such accounts until the principal and interest on such securities have been presented for payment and paid to the owner thereof. Payments made from such account shall be made by check drawn on such account unless the owner of such Securities shall, at its own expense and risk, request such other medium of payment,, Subject to the Unclaimed Property Law of the State of Texas, any money deposited with the Bank for the payment of the principal, premium (if an, or interest on any Security and remaining unclaimed for three years after the final maturity of the Security has become due and payable will be paid by the Bank to the Issuer if the Issuer so elects, and the Holder of such Security shall hereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to such monies shall thereupon cease. If the Issuer does not elect, the Bank is directed to report and dispose of the funds in compliance with Title Six of the Texas Property Code, as amended. Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on the Bank's part, arising out of or in connection with the Bank's acceptance or administration of its duties hereunder, including the cost and expense incurred by the Bank in defending against any claim or from liability imposed on the Bank in connection with the Bank's exercise or performance of any of its powers or duties under this Agreement. Section 5.07. Interuleader. RRock\HOTRevRefg\2 1: PARA 8 The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State District Court located in the Travis County, Texas, and agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank 0 has the right to file a Bill of Interpleader in any court of competent jurisdiction in Travis County, Texas to determine the rights of any Person claiming any Is interest herein. Section 5.08. Deaository Trust Comioanv Services. It is hereby represented and warranted that, in the event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the "Operational Arrangements," effective August 1, 1987, which establishes requirements for securities to be eligible for such type depository trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. Attached hereto is a copy of the Blanket Issuer Letter of Representations between the Issuer and The Depository Trust Company, New York, New York, providing for the Bonds to be issued in a Book -Entry Only System. The Bank and the Issuer hereby confirm their obligations under such Letter of Representation. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of this Agreement. RRock\HOTRevRefg\2 1: PARA 9 Section 6.04. Effect of Headi*ng . The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.05. Successors and Assigns. All covenants and agreements herein by the Issuer and the Bank shall bind their respective 10 successors and assigns, whether so expressed or not. Section 6.06. Severab1*1ity. Incase any provision herein shall be invalid, illegal, or unenforceable the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder. Section 6.08. Entire Agreement. This Agreement and the Order constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this Agreement and the Order, the Order shall govern. Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be 0 deemed an original and all of which shall constitute one and the same Agreement,, Section 6.10. Termination. This Agreement will terminate on the date of final payment by the Bank of the p0 rincipal of and interest on the Securities to the Holders thereof. This Agreement may be earlier terminated upon 30 days written notice by either party; provided, however, that this Agreement may not be terminated (1*) by the Bank until a successor Paying Agent/Registrar that is a national or state banking institution and a corporation or association organized and existing under the laws of the United States of America or of any state which possesses trust powers and is subject to supervision or examination by a federal or state regulatory agency has been appointed bY the Issuer and has accepted such appointment, or (ii) at any time during which such termination might, in the J9Mudent of the Issuer, disrupt, del,y, or RRock\HOTRevRefg\2 1: PARA to otherwise adversely affect the payment of the principal, premium, if any, or interest on the 10 Securities,,,,temi Prior to rnating this Agreement, the Issuer may reasonably require the Bank to show that such termination will not occur during a period described in (ii) -above, The resigning Paying Agent/Registrar may petition any court of competent jurisdiction for the appointment of a successor Paying Agent/Registrar if an instrument of acceptance by a 10 successor Paying Agent/Registrar has not been delivered to the resigning Paying Agent/Registrar within 30 days after the giving of such notice of resignation. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security Register (or a copy thereof), together with other pertinent books and records relati ng to the Securities, to the successor Paying Agent/Registrar designated and appointed by the Issuer. The Bank agrees that no termination fee or other charge not specifically provided for in this A greement will be due or payable by the Issuer in connection with any early termination of this Agreement. Section 6.11. Governing Law. This Agreement shall be construed 1*n accordance with and governed by the laws of the State of Texas. Section 6.12. Certifications regarding Texas Government Code. (a) This Agreement has a value of less than $100000 for purposes of Sections 2271,002 and 2274,,002, Texas Government Code. (b) The Bank represents that, ne40 ither the Bank, nor any parent company, wholly- or majority -owned subsidiaries or affiliates of the same, if any, are companies identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201 Texas Government Code, and posted on any of the following pages of such officer's Internet website. hqps://comptroller.texas.aov/-Durchas*ing/docs/sudan-list.pdf, htp s://comptroller.texas.gov/purchasing/dots/Iran-list.pdf, or h - s: Hcomptroller. texas. go"/urchasing/docs/fto- list.pdf. The foregoing representation is made solely to comply with Section 22.5,,2.152, Texas Government Code, and to the extent such Section does not contravene applicable Federal law and excludes the Bank and each parent company, wholly- or majority -owned subsidiaries, and other affiliates of the same, 1*f any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization,, The Bank understands " affiliate " I o mean any entity I at controls, is controlled by, ori*s under common control WiththeB and exists to make a profit. Section 6.13. Interested Parties Form Exe Rtion. RRock\HOTRevRefg\2 1: PARA I I The Bank represents and warrants that it is exempt from the requirements of Section 2252.908 of the Texas Government Code, as amended, pursuant to subsection (c)(4) thereof, and, accordingly, the Bank is not required to file a Certificate of Interested Parties Form 1295 otherwise prescribed thereunder. [The remainder of this page is intentionally left blank.] RRock\HOTRevRefg\2 1: PARA 12 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. RRock\HOTRevRefg\2 1: PARA THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION By:_ Title: Mailing Address0 : 2001 Bryan Street, I I th Floor Dallas, Texas 75201 PARASigPg RRock\HOTRevRefg\2 1: PARA CITY OF ROUND ROCK, TEXAS f' t r1' t' Title: Pricing Officer Address., 221 East Main Street Round Rock, Texas 78664 PARASigPg Faock\HOTRevRefg\2 1: PARA SCHEDULE A Paying Agent/Registrar Fee Schedule A- PRICING CERTIFICATE I, the undersigned City Manager of the City of Round Rock, Texas (the "City"), acting as the Pricing Officer pursuant to the authority granted to me by the ordinance adopted by the City Council of the City on July 8, 2021 (the " Bond Ordinance") relating to the issuance of the City of Round Rock, Texas Venue Tax and Hotel Occupancy Tax Revenue Refunding Bonds, Series 2021 (the "Series 2021 Bonds"), hereby find, determine and co-i-imit on behalf of the City to sell and deliver the Series 2021 Bonds on the following terms: 1. Capitalized terms not otherwise defined herein have the meaning assigned in the Bond Ordinance and the Bond Purchase Agreement dated of even date herewith between the City and Hilltop Securities Inc. (the 0 "Underwriter"). 2. The Series 2021 Bonds are hereby sold to the Underwriter at the purchase price set forth in the Bond Purchase Agreement. Pursuant to Section 4(c) of the Bond Ordinance, the Series 2021 Bonds are being sold on a negotiated basis to assure that the Series 2021 Bonds are sold on the terms most advantageous for the City. The terms of the Series 2021 Bonds are i*n the City's best interest. The terms and provisions of the Bond Purchase Agreement are hereby approved in accordance with Section 4(c) of the Bond Ordinance. A. The aggregate o0 0 riginal principal amount of the Series 2021 Bonds shall be Be The Series 2021 Bonds will be issued as Current Interest Bonds dated September 7, 2021 and shall be numbered from R-1 upwards (except that the Initial Bond shall be numbered T-1). The Series 2021 Bonds shall mature and bear interest from the date of initial delivery as follows: Principal Amount RRock\HOTRevRefg\202 1: PricingCert Maturity Date (Decemberil 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Interest Rate 2036 2037 C. Interest on the Series 2021 Bonds shall be payable December 1 and June 1 of each year, commencing December 1, 2021. The record date for the Bonds will be the fifteenth day of the month preceding an Interest Payment Date whether or not such dates '0 are Business Days. D. The initial Series 2021 Bond shall be 0 0 initially registered i*n the name of Hilltop Securities Inc. The definitive Series 2021 Bonds shall be registered in the name of Cede & Co. 3. The Series 2021 Bonds, together with a contribution from the City in the amount of $ (the "City Contribution"), are in amounts sufficient to refund the Refunded Obligations set forth i*n Exhibit "A" hereto and to pay the costs of issuing the Bonds. The Refunded Obligations shall be subject to redemption as set forth in Exhibit "A". 4. The issuance of the Series 2021 Bonds is in the best interest of the City and produces a net present value debt service savings of $ �% of the 19 Refunded Obli9ations and net of the City Contribution) and a gross debt service savings of $ .Attached hereto as Exhibit "C" is a schedule illustrating the present value savings to be realized by the City as a result of the refunding of the Refunded Obligations by the issuance of the Series 2021 Bonds. 5. In consultation with, and reliance upon the advice of the financial advisor for the City, I hereby find that the terms of sale are the most advantageous reasonably available on the 0 date and time of the pricing of the Series 2021 Bonds given the then existing market conditions and the terms of sale on such date and time. 6. The price to be paid by the Underwriter of the Series 2021 Bonds is not less than 0 90% of the aggregate original principal amount thereof plus accrued interest to the date of delivery of the Series 2021 Bonds. None of the Series 2021 Bonds bear interest at an interest rate greater than the maximum authorized by law. Additionally, all of the requirements of Sections 3 and 4 of the Bond Ordinance have been met. The $ follows: (1) $ costs of issuance Obligations. is allocated as to the remaining of the Bonds and (iii) $ to the escrow for the Refunded _ of reoffering premium derived from to the Underwriter's discount, (11) $ the Bonds 7. The Series 2021 Bonds shall be i*n the form as set forth in Exhibit "B" attached to this certificate. 8. The Preliminary Official Statement, dated July _, 2021, has been received by the undersigned and is hereby approved and deemed final as of its date (subject to the permissible omissions described in Rule 15c2-12) and the preparation and distribution of the final Official Statement is hereby approved., RRock\H0TRevRefg\202 1: PricingCert 2 9's Pursuant to Section 18 of the Bond Ordinance, the City agrees to provide annually to the MSRB, in an electronic format as prescribed by the MSRB, the updated financial information and operating data to the extent specified, by the times, subject to the exceptions noted, and as provided in the Bond Ordinance and the Official Statement under the caption "CONTINUING DISCLOSURE OF INFORMATION - Annual Reports." 100 In accordance with the Bond Ordinance, I hereby determine that it is in the best interest of the City to modify the definition of Defe1111111sance Securities" set firth in the Bond Ordinance to read as follows: "Defeasance Securities" means (1) 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 inshumentality and that, on the date the City Council adopts or approves proceedings authorizing 10 the issuance of 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. 11. Pursuant to Section 6(a) of the Bond Ordinance, The Bank. of New York Mellon Trust Col ipany, National Association, Dallas, Texas, has been selected as the Paying Agent/Registrar for the Series 2021 Bonds,, Pursuant to Section 14(b) of the Bond Ordinance, The Bank of New York Mellon Trust Company, National Association, Dallas, Texas, has been selected as the Escrow Agent for the Series 2021 Bonds. RRock\HOTRevRefg\2021 : PricingCert 3 WITNESS MY HAND this _day of 2021. CITY OF ROUND ROCK, TEXAS V "ffffff OVA air RRock\HOTRevRefg\2021: PricingCert sigpg EXHIBIT A NOTICE OF REDEMPTION/DEFEASANCE NOTICE IS HEREBY GIVEN that the following obligat19 10 ions (the "Obligations") issued by the City of Round Rock, Texas (the " City") have been defeaw, d and called for redemption prior to their scheduled maturities on December 1, 2021 (the "Redemption Date") at a price of par plus accrued interest to the date of redemption, to -wit: CITY OF ROUND ROCK, TEXAS VENUE TAX AND HOTEL OCCUPANCY TAX REVENUE BONDS, SERIES 2012, maturing on December 1 in the years 2022 through and including 2026, 2028 through and including 2033 and 2037, 0 aggregating $6,610,000 in principal amount. Maturity Principal Interest CUSIP December 1 Amount Rate Number* 2022 $ 1409000 3000% 77923 1 BN8 2023 1409000 3000 77923 1 BP3 2024 1459000 3000 77923 1 BQ 1 2025 3909000 3000 77923 1 BR9 2026 400000 3900 77923 1 B S7 *** *** *** *** 2028 8359000 3000 77923 1 BT5 2029 435000 300 77923 1 BU2 2030 450000 3010 77923 1 BVO 2031 465000 320 77923 1 BW8 2032 485000 4000 77923 1 BX6 2033 5009000 4000 77923 1 BY4 *** *** *** *** 2037 292259000 4000 77923 1 BZ 1 *The CUSIP Numbers have been assigned to this issue by the CUSIP Service Bureau and are included solely for the convenience of the owners of the Obligations. The City shall not be responsible for the selection or the correctness of the CUSIP numbers set forth herein. The Obligations shall be redeemed on and shall not longer bear interest after the 40 41 redemption date,, Due provision for the payment of the obligations described above has been made with The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the "Bank" ), and said obligations shall be presented for payment either in person or by mail, at the following address0 : First ClasslReziosLeredlCerW ted Mail The Bank of New York Mellon Trust Company, N.A. Institutional Trust Services P.O. Box 2320 Dallas, Texas 75221-2320 RRock\HOTRevRefg\202 1: PricingCert By Overnight or Courier The Bank of New York Mellon Trust Company, N.A. Insritutional Trust Services 2001 Bryan Street, 91 Floor Dallas, Texas 75201 By Hand The Bank of New York Mellon Trust Company, N.A. GIS Unit Trust Window 4 New York Plaza, 1st Floor New York, NY 10004 In compliance with section 3406 of the Internal Revenue Code of 1986, as amended, payors making certain payments due on debt securities may be obligated to deduct and withhold a portion of such payment from the remittance to any payee who has failed to provide such payor with a valid taxpayer identification number. To avoid the imposition of this withholding tax, such payees should submit a certified taxpayer identification number when surrendering the Obligations for redemption. CITY OF ROUND ROCK, TEXAS RRock\HOTRevRefg\202 1: PricingCert EXHIBIT B FORM OF BOND R- UNITED STATES OF AMERICA STATE OF TEXAS PRINCIPAL CITY OF ROUND ROCK, TEXAS $ VENUE TAX AND HOTEL OCCUPANCY TAX REVENUE INTEREST RATE REFUNDING BOND, SERIES 2021 MATURITY DATE REGISTERED OWNER:0 PRINCIPAL AMOUNT:0 ISSUANCE DATE September 7, 2021 AMOUNT CUSIP NO. DOLLARS ON THE MATURITY DATE specified above, the CITY OF ROUND ROCK, TEXAS (the "Issuer"), being a political subdivision and municipal corporation of the State of Texas, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), the Principal Amount specified above, and to pay interest thereon (calculated on the basis of a 360mday year of twelve 30mday months) from the Issuance Date specified above at the Interest Rate per annum specified above, payable on December 1, 2021, and semiannually on each June 1 and December 1 thereafter to the Maturity Date specified above; except that if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such Principal Amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following 40 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 exclanged 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 o e Bonds is determined only b 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 i*n 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 on presentation and surrender of this Bond at maturity or on the date fixed for its redemption prior to maturity, at the designated office for payment of The Bank of New York Mellon Trust Company, National Association, Dallas, Texas which is the "Paying Age egistrar" for this Bond. The payment of interest on this Bond shall e made by the Paying Agent/Registrar to the Registered Owner hereof on each interest payment B-1 RRock\HOTRevRefg\2021: PricingCert date by check, 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 Ordinance authorizing the issuance of this Bond (the "Bond Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter Provided; and such check shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the Registered Owner hereof, at its address as it appeared at the close of business on the fifteenth business day of the month next preceding each such date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In the event of a non- payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a " Special Record Date") will be established by the Paying Agent/Registrar 1*f 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 (the "Special Payment Date" which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class, postage prepaid, to the address of each Registered Owner appearing on the Registration Books of the Paying Agent/Registrar at the close of business on the fifteenth business day next preceding the date of mailing of such notice,, Any accrued interest due 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 principal office for payment of the Paying Agent/Registrar (unless the redemption date is a regularly scheduled interest payment date, in which case accrued interest on such redeemed Bonds shall be payable 0 in the regular manner described above). The Issuer covenants with the Registered Owner of this 10 Bond that on or before each principal payment date, interest payment date, and accrued interest payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Venue Debt Service Fund" referred to in and maintained by the Bond Ordinance, the amounts 0 0 required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. Terms used in this Bond and not otherwise defined shall have the meaning given in the Bond Ordinance. IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the principal office for payment of the Paying Agent/Registrar is located are authorized by law or executive order to close, or the United States Postal Service is not open for business (each a " Non -Business Day"), then the date for such payment shall be the next succeeding day which is not a NonmBusi*ness Day, and payment on such date shall have the same force and effect as if 0 made on the original date payment was due,, THIS BOND is one of a series of Bonds dated as of September 7, 2021 and authorized to be issued pursuant to the Bond Ordinance adopted by the City Council of the Issuer in the principal amount o for the purpose o providing funds for (i) refunding the Refunded Obligations and (ii) paying thecosso issuing the Bonds. THE ISSUER reserves the right to redeem Bonds of this series maturing on and after in whole or in part on , 20or any date thereafter, and, if in part, the Issuer will determine the maturity or maturities to be redeemed and the Paying Age egistrar 0 shall determine, by lot or other customary method within a maturity, the particular Bonds to be B-2 RRock\110TRevRefg\2021: PricingCert 0 redeemed, at a redemption price equal to the principal amount of the Bonds to be redeemed plus accrued interest to the redemption date. THE BONDS MATURING on in the year 20_ (the "Term Bonds") are subject to mandatory sinking fund redemption by lot prior to maturity in the following amounts, on the following dates and at a price of par plus accrued interest to the redemption date. Bonds Maturing , 20_ Redemption Date 20 20_--,--- "Final Maturity Princi pal Amount THE PRINCIPAL AMOUNT of the Term Bonds required to be redeemed pursuant to the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option of the Issuer by the principal amount of any Term Bonds of the stated maturity which, at least 50 days prior to a mandatory redemption date, (1) shall have been acquired by the Issuer, at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the Issuer with 0 onies in the Venue Debt Service Fund at a price not exceeding the principal amount of the Term Bonds plus accrued interest to the date of purchase thereof, or (3) shall have been redeemed pursuant to the optional redemption provisions and not theretofore credited against a mandatory sinking fund redemption requirement,, AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof prior to maturity, a written notice of such redemption shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, at least 30 days prior to the date fixed for any such redemption to the Registered Owner of each Bond to be redeemed at its address as it appeared on the Registration Books maintained by the Paying Agent/Registrar on 10 the day such notice of redemption is mailed. By the date fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or portions thereof which are to be so redeemed. If such written notice of redemption is mailed and 1*f 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 0 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 Sulstitute Bond or Bonds having the same maturity datebearing interest at the same ratei n any Is onzed Denomination at the written request o e Registered Owner, and in an aggregate 0 principal amount equal to the unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof for cancellation, at the expense o e Issuer, all as provided in the Ordinance. WITH RESPECT TO any optional redemption of the Bonds, unless certain prerequisites to such redemption required by the Ordinance have been met and moneys sufficient B-3 RRock\H0TRevRefg\2021: PricingCert to pay the principal of and premium, if any, and interest on the Bonds to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state that said redemption may, at the option of the Issuer, be conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Pill��11111ing Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no force and effect, the Issuer shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Bonds have not been redeemed. 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 (an "Authorized Denomination"). As provided in the Bond Ordinance, this Bond may, at the request of the Registered Owner or the assignee or assignees hereof, be assigned, transferred and exchanged for a like aggregate principal amount of fully registered Bonds, without interest coupons, payable to the appropriate Registered Owner, assignee or assignees, as the case may be, having the same denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, i*n form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Bond may be executed by the Registered Owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Age I egistrar may be used to evidence the assignment of this Bond or any portion or portions hereof from time to time b the Registered Owner. The Paying Agent/Registrar's reasonable standard or customary fees and charges for transferring and exchanging any Bond or portion thereof shall be paid by the Issuer, but any taxes or governmental charges required to be paid with respect thereto shall be paid b e one requesting such assignment, transfer 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 or exchange during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date. 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 0 transferring this Bond shall be modified to require the appropriate person or entity to meet the requirements of the securities depository as to registering or transferring the book en-- Lry 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 Ordinance that RRock\H0TRevRefg\2021: PricingCert it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Registered Owners of the Bonds. IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly authorized, issued and delivered; that all acts, conditions and things required or proper to be performed, exist, and be done precedent to or i*n 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, and that the interest on and principal of this Bond, together with all other outstanding "Venue Parity Obligations" (as defined in the Ordinance), as such i0 nterest comes due, and as such principal matures, are payable from and secured by a lien on and pledge of the "Venue Tax Revenues" and "HOT Pledged Revenues", all as provided in the Ordinance. THE ISSUER also has reserved the right, subject to restrictions stated in the Ordinance, to issue Additional Parity Obligations which also may be made payable from and equally and ratably secured by a first lien on and pledge of, the Venue Tax Revenues and HOT Pledged Revenues in the same manner and to the same extent as this series of Bonds. THE ISSUER also has reserved the 0 right, subject to restrictions stated in the Ordinance to issue Subordinate Lien Obligations payable from and equally and ratably secured, in whole or in part, by a lien on and pledge of the HOT Pledged Revenues, subordinate and inferior in rank and dignity to the lien on and pledge of such HOT Pledged Revenues securing payment of the Bonds or any Additional Parity Obligations. THE OWNER HEREOF shall never have the right to demand payment of this Bond out 10 19 10 of any funds raised or to be raised by taxation, except venue taxes and hotel occupancy taxes, or Is any sources other than those specified in the Ordinance. NOTWITHSTANDING THE FOREGOING, during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, any payment to the securities depository, or its nominee or registered assigns, shall be made in accordance with existing arrangements between the City and the securities depository. BY BECOMING the Registered Owner of this Bond, the Reg10 istered Owner thereby 40 acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer and agrees that the terms and 40 provisions of this Bond and the Ordinance constitute a contract between each Registered Owner hereof and the Issuer. IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or facsimile signature of the Mayor of the Issuer, and countersigned with the manual or facsimile signature of the City Clerk of the Issuer and the official seal of the Issuer has been duly impressed, or placed in facsimile, on this Bond. B-5 RRock\HOTRevRefg\2021: PricingCert City Clerk, City of Round Rock, Texas Mayor, City of Round Rock, Texas (CITY SEAL) FORM OF REGISTRATION CERTIFICATE OF THE COMPTROLLER OF PUBLIC ACCOUNTS0 : COMPTROLLER'S REGISTRATION CERTIFICATE0 : REGISTER NO. I hereby certify that this Bond has been examined, certified as to validity, and approved by the Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this (COMPTROLLER'S SEAL) Comptroller of Public Accounts of the State of Texas FORM.OF PAYING AGENT/REGISTRAR'S AUTHENTKATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed i'o this Bond is not accompanied by an executed Registration Certiicate of the Comptroller of Public Accounts of the State of Texas) It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance described in the text of this Bond; and that this Bond has been issued i*n exchange for a bond or 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 By Authorized Representative FORM OF ASSIGNMENT: I E ASSIGNMENT B-6 RRock\HOTRevRefg\2021: PricingCert FOR VALUE RECEIVED, the undersigned Registered Owner of this Bond, or duly authorized representative or aft�:,)rney thereof, hereby sells, assigns and transfers this Bond and all rights hereunder unto (Assignee's Social Security or Taxpayer Identification Number) (Please print or typewrite Assignee's name and address, including zip code) and hereby irrevocably constitutes and appoints _ attorney to transfer the registration of this Bond on Books with full power of substitution in the premises. Dated0 : Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. the Paying Agent/Registrar's Registration 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. INSERTIONS FOR THE INITIAL BOND (i) The initial Current Interest Bonds 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. Be the first paragraph shall be deleted and the following will be inserted, "ON THE MATURITY DATE SPECIFIED ABOVE, the City of Round Rock, Texas (the " Issuer"), being a political subdivision, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), on August 15 in each of the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: Principal Maturity Date Interest Amount (December 1) Rate (Information for the Current Interest Bonds from the Pricing Certificate to be inserted) B-7 RRock\HOTRevRefg\2021: PricingCert 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 Issuance Date specified above at the respective Interest Rate per annum specified above. Interest is payable on December 1, 2021 and semiannually on each June 1 and December 1 thereafter to the date of payment of the principal installment specified above; except, that if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such principal amount shall bear interest from the interest payment date next 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 0 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-8 RRock\HOTRevRefg\2021: PricingCert EXHIBIT C DEBT SERVICE SAVINGS SCHEDULE D-1 RRock\1ffOTRevRefg\2021: PricingCert t ESCROW AGREEMENT City of Round Rock, Texas Venue Tax and Hotel Occupancy Tax Revenue Refunding Bonds, Series 2021 THIS ESCROW AGREEMENT, dated as of September 7, 2021 (herein, together with any amendments ��111)r sup plements hereto, called the "Agreement") is entered into by and between the City of Round Rock, Texas (herein called the "Issuer") and The Bank of New York Mellon Trust Company, National Association, Dallas, Texas, as escrow agent (herein, together with any successor in such capacity, called the "Escrow Agent"). The addresses of the Issuer and the Escrow Agent are shown on, Exhibit " A " attached hereto and made a part hereof. WITNESSETH, WHEREAS, the Issuer heretofore has issued and there presently remain outstanding the obligations described in Exhibit "B" attached hereto (the " Refunded Obligations"); and WHEREAS, when firm banking arrangements have been made for the payment of principal and interest to the maturity or redemption dates of the Refunded Obligations, then the Refunded Obligations shall no longer be regarded as outstanding except for the purpose of receiving payment from the funds provided for such purpose; and NMERFAS, Chapter 1207, Texas Government Code ("Chapter 1207"), authorizes the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof, and any other available funds or resources, directly with any place of payment (paying agent) for any of the Refunded Obligations, and such deposit, if made before such payment dates and in sufficient amounts, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, Chapter 1207 further authorizes the Issuer to enter into an escrow agreement with any such paying agent for any of the Refunded Obligations, or a trust company or commercial bank that does not act as a depository for the Issuer, with respect to the safekeeping, investment, administration and disposition of any such deposit, upon such terms and conditions as the Issuer and such paying agent, trust company or commercial bank may agree, provided that such deposits may be invested only in direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaran---teed by the United States of America, and which may be in book en try form, and that mature and/or bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment of 0 principal and interest on the Refunded Obligations when due (the "Escrowed Securities"); and WHEREAS, the Escrow Agent is the paying agent for the Refunded Obligations; and WHEREAS, this Agreement constitutes an escrow agreement of the kindonzed and required by said Chapter 1207; and RRock\ H0TRevRefg\21: EA WHEREAS, Chapter 1207 makes it the duty of the Escrow Agent to comply with the terms of this Agreement and timely make available to the other places of payment (paying agents) for the Refunded Obligations the amounts required to provide for the payment of the principal of and interest on such obligations when due, and in accordance with their terms, but solely from the funds, in the manner, and to the extent provided in this Agreement; and WHEREAS, the issuance, sale, and delivery of the Issuer's Venue Tax and Hotel Occupancy Tax Revenue Refunding Bonds, Series 2021 the "Refunding Obligations") have been issued, sold and delivered for the purpose of obtaining the funds required to provide for the 0 payment of the principal of the Refunded Obligations at their respective maturity dates or dates of redemption and the interest thereon to such dates; and NMERFAS, the Issuer desires that, concurrently with the delivery of the Refundi ng Obligations to the purchasers thereof, certain proceeds of the Refunding Obligations, together with certain other available funds of the Issuer, if applicable, shall be applied to purchase Escrowed Securities for deposit to the credit of the Escrow Fund created pursuant to the terms of this Agreement and to establish a beginning cash balance (if needed) in such Escrow Fund; and WHEREAS, the Escrowed Securities shall mature and the interest thereon shall be payable at such times and in such amounts so as to provide moneys which, together with cash balances from time to time on deposit in the Escrow Fund, will be sufficient to pay interest on the Refunded 10 Obligations as it accrues and becomes payable and the principal of the Refunded Obligations on their maturity dates or dates of redemption; and WHEREAS, to facilitate the receipt and transfer of proceeds of the Escrowed Securities, particularly those in book en11111,11111,y form, the Issuer desires to establish the Escrow Fund at the 0 principal corporate trust office of the Escrow Agent; and NOW, THEREFORE, in consideration of the mutual undertakings, promises and agreements herein contained, the sufficiency of which hereby are acknowledged, and to secure the 0 full and timely payment of princihhpal of and te interest on te Refunded Obligations, the Issuer and the Escrow Agent mutually undertake, promise, and agree for themselves and their respective representatives and successors, as follows:0 ARTICLE I DEFINITIONS ---AND INTERPRETATIONS Section 1.01. Definitions. Unless the context clearly indicates otherwise, the following terms shall have the meanings assigned to the below when they are used in this Agreement: "Code" means the Internal Revenue Code of 1986, as amended, together with any other applicable provisions of any successor federal income tax laws. 2 RRock\ HOTRevRefg\Z 1: EA "Escrow Fund" means the fund created by this Agreement to be administered by the Escrow Agent pursuant to the provisions of this Agreement. "Paying Agent" means The Bank of New York Mellon Trust Company, National Association, acting as paying agent/registrar for the Refunded Obligations. Section 1.02. Other Definitions. The terms "Agreement", "Issuer", "Escrow Agent", " Escrowed Securities", "Refunded Obligations" and "Refunding Obligations" when they are used in this Agreement, shall have the meanings assigned to them in the preamble to this Agreement. Section 1.03. Interpretations. The titles and headings of the articles and sections of this Agreement have been inserted for convenience and reference only and are not to be considered a part hereof and shall not in any way modify or restrict the terms hereof. This Agreement and 10 all of the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to achieve the intended purpose of providing for the refunding of the Refunded Obligations in accordance with applicable law. ARTICLE II DEPOSIT OF FUNDS AND ESCROWED SECURITIES Section 2.01. Deposits I*n the Escrow Fund. Concurrently with the sale and delivery of the Refunding Obligations the Issuer shall deposit, or cause to be deposited, with the Escrow. Agent, for deposit in the Escrow Fund, the fun ds and Escrowed Securities described in Exhibit "C" attached hereto, and the Escrow Agent shall, upon the receipt thereof, acknowledge such 10 receipt to the Issuer in writing. ARTICLE III CREATION AND OPERATION OF ESCROW FUND Section 3.01. Escrow Fund. The Escrow Agent has created on its books a special trust fund and irrevocable escrow to be known as the Cit0y of Round Rock, Texas Venue Tax and Hotel Occupancy Tax Revenue Refunding Bonds, Series 2021 EscrowFund (the " Escrow Fund" ). The Escrow Agent hereby agrees that upon receipt thereof it will irrevocably deposit to the credit of the Escrow Fund the funds and the Escrowed Securities described in Exhibit "C" attached hereto. Such deposit, all proceeds therefrom, and all cash balances from time to time on deposit therein (a) shall be the property of the Escrow Fund, (b) shall be applied only i*n strict conformity with the terms and conditions of this Agreement, and (c) are hereby irrevocably pledged to the payment of the principal of and interest on the Refunded Obligations, which payment shall be made blllji�i( timeiqlji��i( transfers of such amounts at such times as are provided for in Section 3.02 hereof. When the final 0 transfers have been made for the payment of such principal of and interest on the Refunded Obligations, any balance then remaining i*n the Escrow Fund shall be transferred to the Issuer, and the Escrow Agent shall thereupon be discharged from any further duties hereunder. 3 RRock\ HOTRevRefg\21: EA Section 3.02. Payment of Princi]Ral and Interest. The Escrow Agent is hereby irrevocably instructed to transfer from the cash balances from time to time on deposit in the Escrow Fund, the amounts required to pay the principal of the Refunded Obligations at the redemption date and interest thereon to such redemption date in the amounts and at the times shown in Exhibit "D" attached hereto. Section 3.03. Sufficiency of Escrow Fund. The Issuer represents that the successive 0 receipts of the principal of and interest on the Escrowed Securities will assure that the cash balance on deposit from time to time i*n the Escrow Fund will be at all times sufficient to provide moneys for transfer to the Paying Agent at the times and in the amounts required to pay the interest on the Refunded Obligations as such interest comes due and the principal of the Refunded Obligations as the Refunded Obligations come due, all as more fully set forth in Exhibit "D" attached hereto. If, for any reason, at any time, the cash balances on deposit or scheduled to be on deposit 1*n the Escrow Fund shall be insufficient to transfer the amounts required by each place of payment (paying agent) for the Refunded Obligations to make the payments set forth in Section 3.02 hereof, the Issuer shall timely deposit in the Escrow Fund, from any funds that are lawfully available therefor, additional funds in the amounts required to make such payments. Notice of any such insufficiency shall be given as promptly as practicable as hereinafter provided, but the Escrow Agent shall not in any manner be responsible for any insufficiency of funds in the Escrow Fund or the Issuer's failure to make additional deposits thereto. Section 3.04. Trust Fund. The Escrow Agent shall hold at all times the Escrow Fund, the Escrowed Securities and all other assets of the Escrow Fund, wholly segregated from all other funds and securities on deposit with the Escrow Agent; it shall never allow the Escrowed Securities or any other assets of the Escrow Fund to be commingled with any other funds or securities of the Escrow AgentIs ; and it shall hold and dispose of the assets of the Escrow Fund only as set forth hh0 0erein. Te Escrowed Securities and other assets o e Escrow Fund shall always be maintained b the Escrow Agent as trust funds for the benefit of the owners of the Refunded Obligations; and a special account thereof shall at all times be maintained on the books of the Escrow Agent. The owners of the Refunded Obligations shall be entitled to the same preferred claim and first lien upon the Escrowed Securities, the proceeds thereof, and all other assets of the Escrow Fund to which they are entitled as owners of the Refunded Obligations. The amounts received by the Escrow Agent under this Agreement shall not be considered as a banking deposit by the Issuer, and the Escrow Agent shall have no right to title with respect thereto except as an Escrow Agent under the terms of this Agreement. The amounts received by the Escrow Agent under this Agreement shall not be subject to warrants, drafts or checks drawn by the Issuer or, except to the extent expressly herein provided, by the Paying Agent. Section 3.05. Security for Cash Balances. Cash balances from time to time on deposit Is in the Escrow Fund shall, to the extent not insured by the Federal Deposit Insurance Corporation or its successor, e continuously secured by a pledge o irect obligations of, or obligations unconditionally guaranteed by, the United States of America, having a market value at least equal to such cash balances. 4 RRock\ HOTRevRefg\21: EA ARTICLE IV LIMITATION ON INVESTMENTS Section 4.01. Except as provided in Section 4.03 hereof, the Escrow Agent shall not have any power or duty to invest or reinvest any money held hereunder, or to make substitutions of the Escrowed Securities, or to sell, transfer or otherwise dispose of the Escrowed Securities. Section 4.02. Reserved. Section 4.03,. Substitutions and Reinvestments. At the discretion of the Issuer, the Escrow Agent shall invest cash balances held in the Escrow Fund when directed by the Issuer in 40 writing in Escrowed Securities, all of which shall mature on or before the first payment date for any of the Refunded Obligations as reflected in Exhibit "D." The Escrow Agent shall have no responsibility or liability for loss or otherwise with respect to investments made at the direction of the Issuer. Section 4.04. Arbitrage. The Issuer hereby covenants and agrees that it shall never request the Escrow Agent to exercise any power hereunder or permit any part of the money in the Escrow Fund or proceeds from the sale of Escrowed Securities to be used directly or indirectly to acquire any securities or obligations if the exercise of such power or the acquisition of such securities or obligations would cause any Refunding Obligations or Refunded Obligations to be an "arbitrage bond" within the meaning of the Code. ARTICLE V APPLICATION OF CASH BALANCES Section 5.01. In General. Except as provided in Sections 3.02 and 4.03 hereof, no ID withdrawals, transfers or reinvestment shall be made of cash balances in the Escrow Fund,, ARTICLE VI RECORDS AND REPORTS, Section 6.01. Records. The Escrow Agent will keep books of record and account in which complete and correct entries shall.. be made of all transactions relating to the receipts, disbursements, allocations and application of the money and Escrowed Securities deposited to the Escrow Fund and all proceeds thereof, and such books shall be available for inspection at reasonable hours and under reasonable conditions by the Issuer and the owners of the Refunded Obligations. Section 6.02. Reports. While this Agreement remains in effect, the Escrow Agent annually shall prepare and send to the Issuer a written report summarizing all transactions relating 5 RRock\ HOTRevRefg\21: EA to the Escrow Fund during the preceding year, including, without limitation, credits to the Escrow Fund as a result of interest payments on or maturities of the Escrowed Securities and transfers from the Escrow Fund for payments on the Refunded Obligations or otherwise, together with a detailed statement of all Escrowed Securities and the cash balance on deposit in the Escrow Fund as of the end of such period. ARTICLE VII CONCERNING THE PAYING AGENTS AND ESCROW AGENT Section 7.01. Representations. The Escrow Agent hereby represents that it has all necessary power and authority to enter into this Agreement and undertake the obligations and responsibilities imposed upon it herein, and that it will carry out all of its obligations hereunder. Section 7.02. Limitation on Liability. The liability of the Escrow Agent to transfer 40 funds for the payment of the principal of and interest on the Refunded Obligations shall be limited to the proceeds of the Escrowed Securities and the cash balances from time to time on deposit in the Escrow Fund. Notwithstanding any provision contained herein to the contrary, neither the Escrow Agent nor the Paying Agent shall have any liability whatsoever for the insufficiency of funds from time to time i*n the Escrow Fund or any failure of the obligors of the Escrowed 10 Securities to make timely payment thereon, except for the obligation to notify the Issuer as promptly as practicable of any such occurrence. The recitals herein and in the proceedings authorizing the Refunding Obligations shall be taken as the statements of the Issuer and shall not be considered as made by, or imposing any obligation or liability upon, the Escrow Agent. The Escrow Agent i*s not a party to the proceedings -authorizing the Refunding Obligations or the Refunded Obligations and is not responsible for nor bound by any of the provisions thereof (except as a place of payment and paying agent and/or a Paying Agent/Registrar therefor). In its capacity as Escrow Agent, it is 10 agreed that the Escrow Agent need look only to the terms and provisions of this Agreement. The Escrow Agent makes no representations as to the value, conditions or sufficiency of the Escrow Fund, or any part thereof, or as to the title of the Issuer thereto, or as to the security afforded thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in respect to any of such matters,, It is the intention of the parties hereto that the Escrow Agent shall never be required to use or advance its own funds or otherwise incur personal financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder. The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in good faith in any exercise of reasonable care and believed by it to be within the discretion or power conferred upon it by this Agreement, nor shall the Escrow Agent be responsible for the consequences of any error of judgment; and the Escrow Agent shall not be answerable except for 6 RRock\ HOTRevRefg\21: EA its own action, neglect or default, nor for any loss unless the same shall have been through its negligence or willful misconduct,, Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the Issuer with respect to arrangements or contracts with others, with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund, to dispose of and deliver the same in accordance with this Agreement. If, however, the Escrow Agent i*s called upon by the terms of this Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obligated, in making such determination, only to exercise reasonable care and diligence, and in event of error in making such determination the Escrow Agent shall be liable only for its own willful misconduct or its negligence. In determining the occurrence of any such event or contingency the Escrow Agent may request from the Issuer or any other person such reasonable additional evidence as the Escrow Agent 1"n its discretion may deem necessary to determine any fact relating to the occurrence of such event or contingency, and in this connection may make inquiries of, and consult with, among others, the Issuer at any time. Section 7.03. Comipensati*on,, (a) Concurrently with the sale and delivery of the Refunding Bonds, the Issuer shall pay to the Escrow Agent, as a fee for performing the services hereunder and for all expenses incurred or to be incurred by the Escrow Agent in the administration of this Agreement, the amount set forth in Exhibit "E" attached hereto, the sufficiency of which is hereby acknowledged by the Escrow Agent,, In the event that the Escrow Agent is requested to perform any extraordini(IIry services hereunder, the Issuer hereby agrees to pay reasonable fees to the Escrow Agent for such extraordinary services and to reimburse the Escrow Agent for all ID expenses incurred by the Escrow Agent in performing such extraordinary services, and the Escrow Agent hereby agrees to look only to the Issuer for the payment of such fees and reimbursement of such expenses. The Escrow Agent hereby agrees that in no event shall it ever assert any claim or lien against the Escrow Fund for any flees for its services, whether regular or extraordinary, as Escrow Agent, or in any other capacity, or for reimbursement for any of its expenses. (b) The Issuer covenants to timely pay for all future paying agency services of the Paying Agent for the Refunded Obligations in accordance with the paying agent fee schedule now in effect through the final payment of the Refunded Obligations, the sufficiency of which is hereby acknowledged bythe Paying Agent. Additionally, the Paying Agent has agreed to look only to the Issuer for the payment of such fees and reimbursement of such expenses, and for the benefit of the registered owners of the Refunded Oligations, to perform the services as PayingbAgent without regard to the future payment of such fees and expenses. The Paying Agent has shall in no event assert any claim or lien against the Escrow Fund for any fees for its services, whether regular or extraordinary, as Paying Agent, or in any other capacity, or for reimbursement for any of its expenses. (c) TO THE EXTENT PERMITTED BY LAW, THE ISSUER AGREES TO INDEM1vIFY THE ESCROW AGENT FOR, AND HOLD IT HARMLESS AGAINST, ANY LOSS, LIABILITY, OR EXPENSE INCURRED WITHOUT NEGLIGENCE OR BAD FAITH ON ITS PART, ARISING OUT OF OR IN CONNECTION WITH ITS ACCEPTANCE OR ADMI1vISTRATION OF ITS DUTIES HEREUNDER, RRock\ HOTRevRefg\21: EA INCLUDING THE COST AND EXPENSE AGAINST ANY CLAIM OR LIABILITY IN CONNECTION WITH THE EXERCISE OR PERFORMANCE OF ANY OF ITS POWERS OR DUTIES UNDER T s AGREEMENT. Section 7.04. Notice of Redemption. The Paying Agent is hereby authorized and directed to cause notice of defeasance and redemption of the Refunded Obligations to be given at the time and in the form and manner prescribed in the proceedings that authorized the issuance of the Refunded Obligations. Section 7.05. Acknowledgment of Notice of Redemption. The Escrow Agent, by its execution hereof, as paying agent/registTar for the Refunded Obligations, acknowledges receipt of 19 written notice of the redemption of the Refunded Obligations, as required by the proceedings that authorized the issuance of the Refunded Obligations, and agrees to provide or cause to be provided notice of defeasance and redemptl*on of such Refunded Obligations as requi red by the proceedings that authorized the issuance of such Refunded Obligations. Section 7.06. Successor Escrow Agents. If at any time the Escrow Agent or its legal successor or successors should become unable, through operation or law or otherwise, to act as escrow agent hereunder, or 1*f its property and affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder. In such event the Issuer, by appropriate action, promptly shall appoint an Escrow Agent to fill such vacancy. If no successor Escrow Agent shall have been appointed by the Issuer within 60 days, the Escrow 0 Agent, at the expense of the Issuer, has the right to petition a court of competition jurisdiction to appoint a successor under the Agreement, a successor may be appointed by the owners of a majority in principal amount of the Refunded Obligations then outstanding by an instrument or instruments i'6n,%mt1*ng filed with the Issuer, signed by such owners or by their duly authorized attorneys -in -fact. If, in a proper case, no appointment of a successor Escrow Agent shall be made 10 pursuant to the foregoing provisions of this section within three months after a vacancy shall have occurred, the Escrow Agent or the owner of any Refunded Obligation may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor Escrow Agent. Any successor Escrow Agent shall be: (i) a corporation, bank or banking association organized and doing business under the laws of the United States or the State of Texas40 ; (ii) be authorized under such laws to exercise corporate trust powers,Is (iii) be authorized under Texas law to act as an escrow agent; (iv) have its principal office and place of business in the State of Texas's (V) have a combined capital and surplus of at least $5,000,000; and (vi) be subject to the Is 0 supervision or examination by Federal or State authority, Any successor Escrow Agent shall execute, acknowledge and deliver to the Issuer and the Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall execute and deliver an instrument transfe 'Ong to such successor Escrow Agent, subject to the terms of this Agreement, all the rights, powers and trusts of the Escrow Agent hereunder. Upon the request of any such successor Escrow Agent, the Issuer shall execute any and all instruments in 8 RRock\ HOTRevRefg\21: EA writing for more fully and certainly vesting in and confirming to such successor Escrow Agent all such rights, powers and duties. The Escrow Agent at the time acting hereunder may at any time resign and be discharged the trust hereby created by giving not less than sixty (60) days' written noti fromce to the Issuer specifying the date when such resignation will take elf'', fect, No such resignation shall take effect unless a successor Escrow Agent shall have been appointed by the owners of the Refunded '6 Obligations or by the Issuer as herein provided and shall have accepted such appointment, in which event such resignation shall take effect1-ii-iiediately upon the appointment and acceptance of a successor Escrow Agent. Under any circumstances, the Escrow Agent shall pay over to its successor Escrow Agent proportional parts of the Escrow Agent's fee and, if applicable, its Paying Agent's fee hereunder. Any expenses incurred in connection with the appointment of a successor Escrow Agent will not be paid from thee Escrow Fund. ARTICLE VIII MISCELLANEOUS Section 8.01. Notice. Any notice, authorization, request, or demand required or permitted to be given hereunder shall be in,%mting and shall be deemed to have been duly given when mailed by registered or certified mail, postage prepaid addressed to the Issuer or the Escrow Agent at the address shown on Exhibit "A" attached hereto. The United States Post Office registered or certified mail receipt showing delivery of the aforesaid shall be conclusive evidence of the date and fact of delivery. Any party hereto may change the address to which notices are to be delivered by giving to the other parties not less than ten (10) days prior notice thereof. Prior written notice of any amendment to this Agreement contemplated pursuant to Section 8,.08 and immediate written notice of any incidence of a severance pursuant to Section 8.04 shall be sent to Moody's Investors Service, Attu: Public Finance Rating Desk/Refunded Obligations, 99 Church Street, New York, New York 10007 and Standard & Poors Corporation, Attn: Municipal Bond Department, 25 Broadway, New York, New York 10004. 1 Section 8.02. Termination of Responsibilities. Upon the taking of all the actions as described herein by the Escrow Agent, the Escrow Agent shall have no further obligations or responsibilities hereunder tothe Issuer, the owners :11)f the Refunded Obligations or to any other person or persons in connection with this Agreement. Section 8.03. Binding Agreement. This Agreement shall be binding upon the Issuer and the Escrow Agent and their respective successors and legal representatives, and shall inure solely to the benefit of the owners of the Refunded Obligations, the Issuer, the Escrow Agent and their respective successors and legal representatives. Section 8.04. Severab1*1 In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable 1*n any respect, such 9 RRock\ HOTRevRefg\21: EA invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. Section 8.05. Texas Law Governs. This Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Texas. Section 8.06. Time shall be of the essence i*n the performance of obligations from time to time imposed upon the Escrow Agent by this Agreement. Time of the Essence. Section 8.07. Effective date of Agreement. This Agreement shall be effective upon receipt by the Escrow Agent of the funds described in Exhibit "C" attached hereto and the Escrowed Securities, together with the specific sums stated 1"n subsections (a) and (b) of Section 7.03 for Escrow Agent and paying agency fees, expenses, and services. Section 8.08. Amendments. This Agreement shall not be amended except to cure any Is ambiguity or fiormal defect or omission in this Agreement. No amendment shall be effective 0 unless the same shall be in writing and signed by the parties thereto. No such amendment shall 0 adversely affect the rights of the holders of the Refunded Obligations. Section 8.09. Counteruarts. This Agreement may be executed in any number of 0 counterparts, each of which shall be deemed an original for all purposes, and all counterparts shall together constitute one and the same instrument. Section 8.10. Certifications regarding Texas Government Code. (a) This Agreement has a value of less than $100,000 for purposes of Sections 2271,002 and 2274,002, Texas Government Code. (b) The Escrow Agent represents that, neither the Escrow Agent, nor any parent company, wholly- or majority -owned subsidiaries or affiliates of the same, if any, are companies identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer's Internet website.0 https://comptroller.texas. gov/purchasing/docs/sudan-list.pdf, htps://comptroller. texas. �purchasina/docs/iran-list.pdf, or htps://comptroller.texas. gov/purchasin�/docs/fto-list.pdf. The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable Federal law and excludes the Escrow Agent and each parent company, wholly- or majority -owned subsidiaries, and other affiliates of the same, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. The Escrow Agent understands " affiliate " to io RRock\ HOTRevRefg\21: EA 40 mean any entity that controls, is controlled by, or is under common control with the Escrow Agent and exists to make a profit. Section 8.11. Exe vtion from Disclosure Form. The Escrow Agent represents and warrants that it is exempt from the requirements of Section 2252.908 of the Texas Government Code, as amended, pursuant to subsection (c)(4) thereof, and, accordingly, the Escrow Agent is not required to file a Certificate of Interested Parties Form 1295 otherwise prescribed thereunder. (Execution Page Follows) 11 RRock\ HOTRevRefg\21: EA EXECUTED as of the date first written above. CITY OF ROUND ROCK, TEXAS By Name: Crai Morgan Title: Ma or [Escrow Agreement Signature Page] RRock\ HOTRevRefg\21: EA THE BANK OF NEW YORK MEL ON TRUST COMPANY, NATIONAL ASSOCIATION Authorized Signatory [Escrow Agreement Signature Page] RRock\ HOTRevRefg121: EA INDEX TO EXHIBITS Exhibit "A" Addresses of the Issuer and the Escrow Agent Exhibit "B" Description of the Refunded Obligations Exhibit "C" Description of Beginning Cash Deposit (if any) and Escrowed Securities Exhibit "D" Exhibit "E" Escrow Fund Cash Flow Compensation of Escrow Agent EXHIBIT "A" ADDRESSES OF THE ISSUER AND THE ESCROW AGENT Issuer City of Round Rock, Texas 221 East Main Street Round Rock, Texas 78664 Attu: Chief Financial Officer Escrow Agent The Bank of New York Mellon Trust Company, N.A. 2001 Bryan Street, I I th Floor Dallas, Texas 75201 A-1 RRock\ HOTRevRefg\21: EA EXHIBIT "B" DESCRIPTION OF THE REFUNDED OBLIGATIONS CITY OF ROUND ROCK, TEXAS VENUE TAX AND HOTEL OCCUPANCY TAX REVENUE BONDS, SERIES 2012, the outstanding obligations maturing on December 40 1 in the years 2022 through and including 2026, 2028 through and including 2033, and 2037, aggregating $6,610,000 in principal amounts Maturity Date (December 11 Princ al Amount Interest Rate 2022 $ 1409000 3900% 2023 140000 3000 2024 145000 3000 2025 390000 3000 2026 400000 3,000 2028 835,000 3000 2029 435000 300 2030 450000 3010 2031 465000 3020 2032 4851000 4000 2033 5001000 4000 2037 25225,000 4000 B-1 RRock\ HOTRevRefg\21: EA EXHIBIT "C" ESCROW DEPOSIT Beginning Cash Balance $6,725,890,00, representing $6,610,000.00 in aggregate principal balance of the Refunded Obligations plus accrued interest in the amount of $115,890,,00 to be deposited with the Escrow Agent on September 7, 2021 to pay the redemption price of the Refunded Obligations on their redemption date of December 1, 2021 0 G1 RRock\ HOTRevRefg\.21: EA EXHIBIT "D" ESCROW FUND CASH FLOW Debt service payments Dates Cash on Refunded Obljgations September 7, 2021 $6,725,890.00 --- December I , 2021 $69725 890,900 $6,725,890.00 D-1 RRock\ HOTRevRefg\21: EA Cash Balance $61725,89OoOO $0 EXHIBIT "E" COMPENSATION OF ESCROW AGENT E-1 RRock\ HOTRevRefg\,21: EA GENERAL AND NO -LITIGATION CERTIFICATE THE STATE OF TEXAS § CITY OF ROUND ROCK § COUNTIES OF WILLIAMSON AND TRAMS § We, the undersigned officials of the City, hereby certify as follows: GENERAL I'm This certificate los executed for and on behalf of the City, for the benefit of the 10 Attorney General of the State of Texas and for the benefit of the Underwriters in connection with the issuance of the Bonds. The capitalized words and terms used herein shall have the meanings whenever they are used given in Exhibit "A" attached hereto. 2. Any certificate signed by an official of the City delivered to the Underwriters or the Aftorney General of the State of Texas shall be deemed a representation and warranty by the City 10 40 as to the statement made thereitherein.The Public Finance Division of the Office of the Attorney General of the State of Texas is hereby authorized to date this certificate as of the date of approval of the Bonds and is entitled to rely upon the accuracy I)f the information contained herein unless notified by telephone or fax to the contrary. The Comptroller of Public Accounts is further authorized to register the Bonds upon receipt of the Attorney General approval. After registration, the Bonds, opinions and registration papers shall be delivered to Richard S. Donoghue at McCall, Parkhurst & Horton L.L.P. MATTERS RELATING TO THE CITY 3, The City is a duly incorporated Home Rule City, having more than 5,000 inhabitants, 16 operating and existing under the Constitution and laws of the State of Texas and the duly adopted Home Rule Charter of the City. The Cit,y's Charter has not been amended since the City's most recent issuance of public securities submitted to the Attorney General. 4. No litigation of any nature has ever been filed or pending or, to the best of our knowledge, threatened, pertaining to, affecting or contesting: (a) the Ordinance;* (b) the issuance, delivery, payment, security or validity of the Bonds; (c) the authority of the governing body and the officers of the City to issue, execute and deliver the Bondsis ; (d) the validity of the corporate existence of the City or (e) the Venue Tax Revenues and the HOT Pledged Revenues. No litigation iis pending pertaining to, affectng, questioning or contesting the current boundaries of the City. 5,9 The HOT Pledged Revenues have not been pledged or encumbered to the payment of any debt or obligation of the City other than the Bonds, the City's Hotel Occupancy Tax Revenue Refunding Bonds, Series 2016 and the City's Venue Tax and Hotel Occupancy Tax Revenue Bonds, Series 2012 (the "Series 2012 Bonds"). The Venue Tax Revenues have not been pledged or encumbered to the payment of any debt or obligation of the City other than the Bonds and the RROCK\H0T&VenueRevRefg\21: GenNoUtCert Series 2012 Bonds. A combined debt service schedule for all such obligations (excluding the Refunded Obligations and including the Bonds) is attached hereto as Exhibit "B". 6. The City currently levies and collects the Hotel Tax at the rate of 7% as authorized by Chapter 351 of the Texas Tax Code, as amended. Attached as Exhibit "C" is a true and correct copy of the ordinance levying the Hotel Tax. 7. A full and correct schedule of the revenues from the Venue Tax and the Hotel Tax for the past five years is attached as Exhibit "D". 8. The City currently levies and collects the Venue Tax at the rate of 2% as authorized by Chapter 334, Texas Local Government Code and the November 8, 2011 election. 9. We officially executed and signed the Bonds with our manual signatures or by causing facsimiles of our manual signatures to be imprinted or copied on each of the Bonds, and, if appropriate, we hereby adopt said facsimile signatures as our own, respectively, and declare that the facsimile signatures constitute our signatures the same as if we had manually signed each of the Bonds. 10. The Bonds are substantially in the form, and have been duly executed and signed in the manner prescribed in the Ordinance. lie At the time we so executed and signed the Bonds we were, and at the time of executing this certificate we are, the duly chosen, qualified and acting officers indicated therein, and authorized to execute the same. 12. Neither the corporate existence nor boundaries of the City are being contested, no litigation has been filed or is now pending which would affect the authority of the officers of the City to issue, execute, sign, and deliver the Bonds, and no authority or proceedings for the issuance of the Bonds have been repealed, revoked or rescinded. 13. We have caused the official seal of the City to be impressed, or printed, or copied on the Bonds and said seal on the Bonds has been duly adopted as, and is hereby declared to be, the official seal of the City. 14. The Cityl's a municipality that meets the requ'6 irements of a Section 351.101(a)(11) of the Texas Tax Code, having a population of 113,968, located in Travis and Williamson Counties and containing the headwaters of the San Gabriel River within Williamson County. 15. No default exists in connection with any of the covenants contained in the ordinance 0 authorizing the issuance of the Refunded Obligations (as defined in the Ordinance authorizing the Bonds). 2 RROCK\HOT&VenueRevRefg\21: GenNoUtCert 16. None of the Refunded Obligations have ever been held i*n or purchased for the account of any of the special funds created and maintained under the orders authorizing their issuance for payment or security of said Refunded Obligations. 179 The City has received all required disclosure filings, if any, under Section 2252.908 of the Texas Government Code in connection with the authorization and issuance of the Bonds and has acknowledged receipt of such filings with the Texas Ethics Commission (11TEC11) in accordance with TEC's rules. 189 The City is an "Issuer" within the meaning of Chapter 1371, Texas Government Code. The City qualifies pursuant to 1371.001(4)(F) as a home -rule municipality that adopted its charter under Section 5, Article XI, Texas Constitution; has a population of 50,000 or more; and has outstanding long-term indebtedness that is rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for a long-term obligation. CLOSING NUTTERS, 19. To the best of our knowledge, (i*) all official actions of the City relating to the Official Statement,the Issuer Documents and the Bonds have been duly taken and adopted bvthe City, are in full force and effect and have not been modified, amended, supplemented or repealed; (ii) the representations and warranties of the City contained herein or in any certificate or document delivered by the City pursuant to the provisions hereof are true and correct in all material respects on and as of the date of Closing as if made on the date of Closing; (111) no litigation or proceeding against the City is pending or, to the best of his or her knowledge, threatened in any court or Is 0 administrative body, nor is there a basis for litigation, which would (a) contest the right of the council Members, officers or officials of the City to hold and exercise their respective positions, Is (b) contest the due organization and valid existence of the City, (c) attempt to restrain or enjoin the issuance or delivery of the Bonds or the City's operation of the city, or contest the validity, due authorization and execution of the Bonds or the Issuer Documents, or (d) attempt to limit, enjoin or otherwise restrict or prevent the City from functioning and collecting revenues (or making payments on the Bonds) pursuant to the Ordinance or other income, or the assessment or collection of the revenues pledged or to be pledged to pay the principal of and interest on the Bonds, or the pledge thereof; (iv) to the best of its knowledge, no event affecting the City has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purpose for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein, in light of the circumstances under which made, not misleading in any material respect as of the time of Closing, and the information contained in the Official Statement is correct i*n all material respects and, as of the date of the Official Statement did not, and as of the date of the Closing does not, contain any untrue statement of a material fact or omit to state a material fact required to I e stated therein or necessary to make I I e statements made therein, in the light o e circumstances under which they were made, not misleading; and (v) there has not been any material adverse change in the financial condition of the City since September 30, 2020, the latest date as of which audited financial information i*s available. 3 RRCX.X\H0T&VenueRevRefg\21: GenNoUtCert (THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK) 4 RR0CrM0T&VenueRevRefg\a I: GenNoLitCert SIGNED AND SEALED this the SOO, V City Clerk day of , 2021. 6 s Mayor NOTARY ACKNOWLEDGMENT Before me, on this day personally appeared the foregoing individuals, known to me to be the officers whose true and genuine signatures were subscribed to the foregoing instrument in my presence. Given under my hand and seal of office this �'0'dw �� D��QU • fiD� ����, .`. dm- a • • -s (Notary Seal) `�� `�low It •!r y� ^! �} • /llll/lt�m� - i Notary Public SigPgGenNoLit RROCK\HOT&VenueRevRefg\21: GenNoUtCert Bonds Bond Purchase Agreement City City Council Closing Continuing Disclosure Undertaking Escrow Agreement HOT Pledged Revenues Hotel Tax Issuer Documents Official Statement Ordinance Underwriter 1R0CK\H0T&VenueRevRefg\21: GenNoUtCert EXHIBIT A DEFINITIONS City of Round Rock, Texas Venue Tax and Hotel Occupancy Tax Revenue Refunding Bonds, Series 2021 in the aggregate principal amount of $ The Bond Purchase Agreement between the City and the Underwriter, dated August _, 2021. The City of Round Rock, Texas. The City Council of the City of Round Rock, Texas. September 7, 2021 or at such other time agreed upon between the City and the Underwriter. The undertaking of the City which satisfies the requirements of section (b)(5)(i) of Rule 15c2= 12 under the Securities and Exchange Act of 1934, as amended. The Escrow Agreement between Round Rock, Texas and The Bank of New York Mellon Trust Company, National Association,, Has the meaning given in the Ordinance. Has the meaning given in the Ordinance. Collectively, the Ordinance, the Bond Purchase Agreement, the Escrow Agreement and the Continuing Disclosure Undertaking,, Collectively, the Preliminary Official Statement dated July 2021 and the Official Statement dated August 2021 relating to the issuance of the Bonds. The Ordinance adopted by the City Council of the City on July 8, 0 2021 authorizing the issuance of the Bonds and the pricing certificate executed pursuant thereto,, The underwriter set forth in the Bond Purchase Agreement dated August 5, 2021 relating to the Bonds,, A-1 Venue Tax Has the meaning given in the Ordinance. Venue Tax Revenues Has the meaning given in the Ordinance. A-2 RROCK\HOT&VenueRevRefg\21: GenNoLitCert EXHIBIT B Combined Debt Service Schedule B-1 RROCKIHOT&VenueRevRefg\21: GenNoLitCert EXHIBIT C Ordinance Levying Hotel Tax Cmi RROCKIHOT&VenueRevRefg\21: GenNoLitCert EXHIBIT D Historical Hotel Tag and Venue Tax Collections Fiscal Year 1 St Quarter Ended (October/ 9m3O December) 2016 $192149093 2017 $112499406 2018 $1,3659737 2019 $1,365,684 2020 $11574,968 RR0CK\1R0T&VenueRevRefg\21: GenNoUtCert 2 °a Quarter (January/ March) $193541383 $19411 ,265 $114299006 $1,546,937 $1,289,910 3'd Quarter (Apn* I/ June) $1,570,064 $115099276 $116379645 $1,661,651 $4839480 D-1 4th Quarter (July/ September) $112699127 $113451218 $192819847 $1,426,175 $7639500 Total $594071667 $595159165 $597149235 $6,000,447 $491119858 CITY OF ROUND ROCK, TEXAS, (A home -rule municipality of the State of Texas located in Williamson and Travis Counties) S Venue Tax and Hotel Occupancy Tax Revenue Refunding Bonds, Series 2021 BOND PURCHASE AGREEMENT August _, 2021 Honorable Mayor and City Council City of Round Rock, Texas 221 East Main Street Round Rock, Texas 78664 Ladies and Gentlemen. The undersigned, Hilltop Securities Inc. (the "Underwriter"), acting on its own behalf and not acting as a fiduciary or agent for the City of Round Rock, Texas (the "Issuer"), offers to enter into the following agreement (this "Agreement ") with the Issuer, which, upon the Issuer's written acceptance of this offer, will be binding upon the Issuer and upon the Underwriter. This offer is made subject to the Issuer's written acceptance hereof on or before 10*1*00 PiRound RockTexas tme, on August _, 2021, and, 1*f not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the Issuer at any time prior to the acceptance hereof by the Issuer. Terms not otherwise defined in this Agreement shall have the same meanings set forth in the Ordinance (as defined herein) or in the Official Statement (as defined herein),, 1. Purchase and Sale OL the Bonds. Subject to the terms and conditions and in reliance upon the representations, waffanties and agreements set forth herein, the Underwriter hereby agrees to purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the Underwriter, all, but not less than all, of the Issuer's $ Venue Tax and Hotel Occupancy Tax Revenue Refunding Bonds, Series 2021 (the "Bonds "). The Issuer acknowledges and agrees that (a) the transaction contemplated by this Agreement is an ami 9 s length transaction between the Issuer and the Underwriter; (b) the Underwriter has financial and other interests that differ from those of the Issuer; (c) the Underwriter is acting solely as a principal and is not acting as a municipal advisor, financial advisor or fiduciary to the Issuer; (d) the Underwriter has not assumed any advisory or fiduciary responsibility to the Issuer with respect to the transaction contemplated hereby and the' discussions, undertakings and procedures leading thereto irrespective of whether the Underwriter has provided or is currently 10 providing other services to the Issuer on other matters; and (e) the only obligations the Underwriter has to the Issuer with respect to the transaction contelplated hereby are expressly 0 set forth in this Agreement. In addition, the Underwriter has provided to the Issuer prior 4155-7339-4736,1 disclosures under Rule G-17 of the Municipal Securities Rulemaking Board (the "MSRB"), which the Issuer acknowledges the receipt thereof. The Issuer represents that it has consulted its own financial, municipal, legal, accounting, tax and/or other advisors, as anrplicable, to the extent it has deemed appropriate. 0 The p0 rincipal amount of the Bonds to be issued, the dated date therefor, the maturities and redemption provisions and interest rates per annum are set forth in Schedule II hereto. The Bonds shall be as described in, and shall be issued and secured under and pursuant to the provisions of (1) an ordinance adopted by the Issuer on July 8, 2021 (the "Bond Ordinance"), and (ii) a pricing certificate dated the date of this Agreement the "Pricing Certificate"), signed by an authorized representative of the Issuer appointed by the City Council and duly authorized 0 to approve the pricing and terms of sale for the Bonds (together with the Bond Ordinance, the "Ordinance" ). The purchase price for the Bonds shall be $ Is the Bonds, plus a reoffering premium of $ $ )e (representing the par amount of and less an underwriting discount of Delivered to the Issuer herewith is the Underwriter's good faith corporate check payable to the order of the Issuer in the amount of $59,600.00 (the "Check"). In the event the Issuer does not accept this offer, the Check shall be promptly returned to the Underwriter. Upon the Issuer's acceptance and countersignature of this offer, the Check (i) shall not be cashed or negotiated but shall be held and retained in safekeeping by the Issuer as security for the performance by the Underwriter of its obligations, subject to the terms and conditions herein set forth, to purchase and accept delivery of the Bonds at the Closing, and (11) shall be a..n.,-Pelid and disposed of by the Issuer solely as provided in this Agreement. In the event of the Underwriter'sati compliance with such on to purchase and accept delivery of the Bonds at the Closing, the Check shall be returned to the Underwriter at the Closing. In the event of the failure by the Issuer to deliver the Bonds at the Closing, or if the Issuer shall be unable to satisfy the conditions to the obligations of the Underwriter contained in this Agreement, or if 10 the obligations of the Underwriter shall be terminated for any reason Permitted bbythis Agreement, the Check shall be returned promptly to the Underwriter. In the event that the Underwriter fails (other than for a reason permitted hereunder) to purchase and accept delivery of the Bonds at the Closing, the Issuer shall become entitled to cash or negotiate the Check, and the proceeds thereof shall be retained by the Issuer as and for fully liquidated damages for such failure and for any and all defaults on the part of the Underwriter, and (except as set forth i*n Sections 8 and 10 hereof) no party shall have any further rights against the other hereunder. The Underwriter and the Issuer understand that in such event the Issuer's actual damages may be greater or may be less than such amount. Accordingly, the Underwriter hereby waives any right to claim that the Issuer's actual damages are less than such amount, and the Issuer's acceptance of this offer shall constitute a waiver of any right the Issuer may have to additional damages from the Underwriter. The Underwriter hereby represents and warrants that it is exempt from the requirements of Section 2252.908 of the Texas Government Code, as amended, pursuant to subsection (c)(4) thereof, and, accordingly, the Underwriter is not required to file a Certificate of Interested Parties Form 1295 otherwise prescribed thereunder. 2 4155-7339-4736.1 2. Establishment of Issue Price of Bonds. Notwithstanding any provision of this ID Agreement to the contrary, the following provisions related to the establishment of the issue price of the Bonds apply: apply: (a) Definitions. For purposes of this Section, the following definitions (1) "Public" means any person (including an individual, trust, estate, partners hip, association, company, or corporation) other than a Participating Undervwmter or a Related Party to a Participating Underwriter. (2) "Participating Underwriter" means (A) any person that agrees pursuant to a written contract with the Issuer to participate in the initial sale of the Bonds to the Public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). (3) "Related Party" means any two or more persons who are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporatioor the capl interests or profits interests of the partnership, as aps a co P icabl e, if titi oration and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other). parties. (4) "Sale Date" means the date of execution of this Agreement by all (b) Issue Price Certificate. The Underwriter, on behalf of the Participating Underwriters, agrees to assist the Issuer in establishing the issue price of the Bonds and 10 to execute and deliver to Bond Counsel (as hereinafter defined) at or before Closing the Issue Price Certificate, together with the supporting pricing wires or equivalent J& col munications, substantially in the form attached hereto as Exhibit A with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, counsel to the Underwriter, the Issuer and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the Public of the Bonds. Delivery of the Issue Price Certificate to Bond Counsel shall constitute delivery o e same to the Issuer. As applicable, all actions to be taken by 0 the Issuer under this section to establish the issue price of the Bonds may be taken on 10 behalf o e Issuer by the Issuer's municipal advisor or on Counsel and any notice 3 4155-7339-4736A or report to be provided to the Issuer may be provided to the Issuer's municipal advisor or to Bond Counsel. (c) Substantial Amount Test. The Issuer will treat the first p40 rice at which at least ten percent (a "Substantial Amount") in principal amount of each maturity of the Bonds is sold to the Public on the Sale Date (the "Substantial Amount Tesf as the issue price of that maturity (or each separate CUSIP number within that maturity). Those maturities of the Bonds which do not satisfy the Substantial Amount Test (the "Hold - the -Price Maturities") will be identified in the Issue Price Certificate and will be subject to the Hold -the -Price Restriction (as hereinafter defined). At or promptly after the 0 execution of this Agreement, the Underwriter will report to the Issuer the initial price or prices (the "Initial Offering Prices") at which the Participating Underwriters have offered to the Public each maturity of the Bonds. The Underwriter agrees to promptly 0 report to the Issuer the prices at which the Bonds that satisfy the Substantial Amount Test have been sold by the Participating Underwriters to the Public. (d) Hold -The -Price Restriction. The Underwriter agrees, on behalf of the Part icipating Underwriters, that each Participating Underwriter will neither offer nor sell any of the Hold -the -Price Maturities (the "Hold -The -Price Restriction") to any person at a price that is higher than the applicable Initial Offering Price for such maturity during the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or (1*1*) the date on which the Participating Underwriters have sold a Substantial Amount of.- such Hold -the -Price Maturity to the Public at a price that is no higher than the Initial Offering Price of such maturity. The Underwriter shall promptly advise the Issuer when the Participating 0 Underwriters have sold a Substantial Amount of each such Hold -the -Price Maturity to 10 the Public at a price that is not higher than the applicable Initial Offering Price of such Hold -the -Price Maturity, if that occurs prior to the close of the fifth business day after the Sale Date. The Issuer acknowledges that, in making the representation set forth 1"n this subparagraph, the Underwriter will rely on (A) the agreement of each Participating Underwriter to comply with the Hold -The -Price Restriction, as set forth in an agreement among underwriters and the related pricing wires, (B) in the event a selling group has been created in connection with the sale of the Bonds to the Public, the agreement of each dealer who i's a member of the selling group to comply with the Hold -The -Price Restriction, as set forth in a selling group agreement and the related pricing wires, and C) in the event that a Participating Underwriter is a party to a retail distribution agreement that was employed in connection with the sale of the Bonds, the agreement of each such underwriter, dealer or broker -dealer that is a party to such agreement to comply with the Hold -The -Price Restriction, as set forth in the retail distribution agreement and the related pricing wires. The Issuer further acknowledges that each Participating Underwriter will be solely liable for its failure to comply with its agreement regarding ri the Hold -the -Price Rtction and that no Participating Underwriter will be liable for the failure of any other Participating Underwriter to 4 4155-7339-4736.1 comply with its corresponding agreement regarding the Hold -The -Price Restriction as applicable to the Bonds. (e) Agreements Among Participating Underwriters. The Underwriter confirms that: (i) any agreement among underwriters, any selling group agreement and each retail distribution agreement to which the Underwriter is a party relating to the initial sale of the Bonds to the Public, together with related pricing wires, contains or will contain language obligating each Participating Underwriter, each dealer who is a member of any selling group, and each broker -dealer that is a party to any such retail distribution agreement, as 0 applicable, to (A) report the prices at which it sells to the Public the unsold Bonds of each maturity allocated to it until i*t is notified by the Underwriter that either the Substantial Amount Test has been satisfied as to the Bonds of that 0 maturity or all Bonds if that maturity have been sold to the Public, (B) comply with the Hold -The -Price Restriction, if applicable, in each case if and for so long 0 as directed by the Underwriter and as set forth in the relating pricing wires, and (C) acknowledge that, unless otherwise advised by the Participating Underwriter, the Underwriter will assume that based on such agreement each order submitted by the underwriter, dealer or broker -dealer is a sale to the Public; and any agreement among underwriters relating to the initial sale of the Bonds to the Public, together with related pricing wires, contains or will contain language obligating each Participating Underwriter that is a party to a retail distribution agreement to be employed in connection with the initial sale of the Bonds to the Public to require each underwriter or broker -dealer that is a party to such retail distribution agreement to (A) report the prices at which it sells to the Public the unsold Bonds of each maturity allocated to it until it is notified by the Underwriter that either the Substantial Amount Test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the Public or (B) comply with the Hold -the -Price Restriction, if applicable, in each case 1*f and for so long as directed by the Underwriter or the applicable Participating Underwriter and as set forth in the relating pricing wires. (fl Sale to Related Party. The Participating Underwriters acknowledge that sales of any Bonds to any person that is a Related Party to a Participating Underwriter do not constitute sales to the Public for purposes of this Section. If a Related Party to a Participating Underwriter purchases during the initial offering period all of a Hold -The - Price Maturity, the related Participating Underwriter will notify the Underwriter and will take steps to confirm in writing that such Related Party will either (1) hold such Bonds for its own account, without present intention to sell, reoffer, or otherwise disposed of such Bonds for at least five business days from the Sale Date, or (ii) comply with the Hold -The -Price Restriction. 5 4155-7339-4736.1 3. The Official Statement. (a) The Issuer previously has delivered or caused to be delivered, to the Underwnter the Preliminary Official Statement dated July 26, 2021 (the "Preliminary Official Statement") in a "designated electronic format," as defined in MSRB Rule Gm32 (""Rule G-32"). The Issuer will prepare, or cause to be prepared, a final Official Statement relating to the Bonds, which will be (1) dated the date of this Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission's Rule 15c2m 12, as amended (the "Rule"), (iii) in a "designated electronic fiormat' and (iv) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is herein referred to as the "Official Statement." Until the Official Statement has been prepared and 1*s available for distribution, the Issuer shall provide to the Underwriter sufficient quantities of the Preliminary Official Statement (which may be in electronic format) as the Undervmmmter deems reasonably necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official Statement. (b) The Preliminary Official Statement has been prepared for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds. The Issuer hereby represents and warrants that the Preliminary Official Statement was deemed final by the Issuer as of its date, except for the omission of such information which is dependent upon thefinal pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of. the Rule. (c) The Issuer hereby authorizes the Official Statement and the information therein contained to be used by the Undervmmmter in connection with the public offering and the sale of the Bonds. The Issuer consents to the use by the Underwriter prior to the date hereof of the Preliminary Official Statement in connection with the pub lic offering of the Bonds. The Issuer shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date of the Issuer's acceptance of this Agreement (but i*n any event, i*n sufficient time to accompany any confirmation that requests payment from any customer and not later than the earlier of (1) within seven (7) business days after the Issuer's acceptance of this Agreement and (ii) three (3) business days prior to the Closing) copies o e Official Statement which is complete as o e date o its delivery to the Underwriter. The Issuer shall provide the Official Statement, or cause the Official Statement to be provided, (i) ion a "designated electronic format' consistent with the requirements of Rule G-32 and (ii) in a printed format i*n such quantity as the Underwriter shall reasonably request 1*n order for the Underwriter to comply with Section (b)(4) of the Rule and the rules of the MSRB. (d) If, after the date of this Agreement to and including the date the Underwriter is no longer required to provide an Official Statement to potential �•J 4155-7339-4736.1 customers who request the same pursuant to the Rule (the earlier of (i) ninety (90) days from the " end of the underwriting period" (as definedin the Rule) and (11) the time when the Official Statement is available to any person from the MSRB, but in no case less than twenty-five (25) days after the "end of the underwriting period" for the Bonds), the Issuer becomes aware of any fact or event Which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or if 1*t is necessary to amend or supplement the Official Statement to comply with law, the Issuer will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as the Underwriter may from time to time reasonably request), and if, in the lb reasonable opinion of the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the Issuer will forthwith prepare and furnish, at the Issuer's own expense (in a form and manner approved by the Underwriter), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements 1"n the Official Statement as so amended and supplemented will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or so that the Official Statement will comply with law; provided, however, that for all purposes of this Agreement and any certificate delivered by the Issuer in accordance herewith, the Issuer makes no representations with respect to the descriptions in the Preliminary Official Statement or the Official Statement of The Depository Trust Company, New York, New York (""DTC'), or its book -entry -only system. If such notification shall be subsequent to the Closing, the Issuer shall furnish such legal opinions, certificates, instruments and other documents as AA — the Underwriter may deem necessary to evidence the A- LruLn and accuracy of such Supplement or amendment to the Official Statement. The Issuer shall provide, or cause to be provided, any such amendment or supplement, or cause any such amendment or supplement to be provided, (i) in a "designated electronic format" consistent with the 1010 requirements of Rule Gm32 and (11) in a printed format in such quantity as the Underwriter shall request in order for the Underwriter to coMPly with Section (b)(4) of the Rule and the rules of the MSRB. (e) The Underwriter hereby agrees to file the Official Statement with the MSRB through its Electronic Municipal Market Access ("EMMA") system on or before the date of Closing. Unless otherwise notified in writing by the Underwriter, the Issuer can assume that the "end of the underwriting period" for purposes of the Rule is the date of the Closing. 4. Representations, Warranties. and Covenants OL the Issuer. The Issuer hereby represents and warrants to and covenants with the Underwriter that: (a) The Issuer is a home rule city duly created and existing under the laws of the State of Texas (the "State"), including specifically Article XI, Section 5 of the State onstitution, and is issuing the Bonds pursuant to the provisions o apters 1207 and 1371, Texas Government Code, as amended (the "Acts"), and its home rule charter (the "Charter") and has full legal right, power and authority under the Acts and the Charter, 7 4155-7339-4736.1 and at the date of the Closing will have full legal right, power and authority (i) to enter into, execute and deliver this AgTeement, the Ordinance, the Continuing Disclosure Undertaking (as defined in Section 6(1)(3) hereof) , the escrow agreement described 0 in the Ordinance (the "Escrow Agreement""" and all documents required hereunder and thereunder to be executed and delivered by the Issuer (this Agreement, the Ordinance, Continuing Disclosure Undertaking (as defined herein), and the Escrow Agreement are hereinafter referred to as the "Issuer Doc1(111111111111111ents "), (ii) to sell, issue and deliver the Bonds to the Underwriter as provided herein and (iii) to carry out and consummate the 10 transactions described herein or in the Issuer Documents and the Official Statement; and the Issuer has complied, and will at the Closing be in compliance in all respects with the terms of the Acts, the Charter and the Issuer Documents as they pertain to such transactions; (b) By all necessary official action of the Issuer prior to or concurrently with the acceptance hereof, the Issuer has duly authorized all necessary action to be taken by 0 it for (1) the adoption of the Bond Ordinance, the execution of the Pricing Certificate and the issuance and sale of the Bonds, (11) the approval, execution and delivery of, and the Performance by the Issuer of the obligations on its part, contained in the Bonds and the Issuer Documents and (111) the consummation by it of all other transactions 0 described by the Official Statement and the Issuer Documents and any and all such other agreements and documents as may be required to be executed, delivered and/or received by the Issuer in order to carry out, give effect to, and consummate the transactions described herein and in the Official Statement; (c) The Issuer Documents constitute legal, valid and binding obligations of the Issuer subject to governmental immunity, bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors' rights; the Bonds, when issued, delivered and paid for, in accordance with the Ordinance and this Agreement, will constitute legal, valid and binding obligations o e Issuer, entitled to the benefits of the Ordinance and enforceable in accordance with eir terms by mandamus or other relief permitted by law, subject to over tollonental immunity, bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the 40 enforcement of creditors' rights, and subject to general principles of equity which permit the exercise o judicial discretion; and upon the issuance, authentication and delivery of the Bonds as aforesaid, the Ordinance will provide, for the benefit of the holders, from time to time, of the Bonds, the legally valid and binding pledge o and lien they purport to create as set forth in the Ordinance; (d) On the date hereof and on the date of Closing, the Issuer is not in material breach of or default in any material respect under any applicable constitutional provision, law or administrative regulation of the State or the United States or any applicable judgment or decree that would have a material adverse effect on the operations or financial condition of the Issuer; or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Issuer is a party or to which the Issuer is otherwise subject, and no event has occurred and is continuing which constitutes or with the inassage of time or the giving o notice, or both, would constitute 4155-7339-4736.1 a default or event of default by the Issuer under any of the foregoing; and the execution and delivery of the Bonds, the Issuer Documents and the adoption of the Ordinance and compliance with the provisions on the Issuer's part contained therein, will not conflict with or constitute a breach of or default under any constitutional provision, law or administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Issuer is a party or to which the Issuer is otherwise subject or under the terms of any such law, regulation or instrument, except as provided by the Bonds and the Ordinance* 40 (e) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matters which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the Issuer of its obligations under the Issuer Documents and the Bonds have been duly obtained or will be obtained prior to the Closing, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any jurisdiction in connection with the offering and sale of the Bonds; (fl The Bonds and the Ordinance conform to the descriptions thereof contained in the Official Statement under the caption "THE BONDIL;- "; the proceeds of the sale of the Bonds will be applied generally as described in the Official Statement under the subcaption " PLAN OF FINANCING —Purpose"; and the Continuing Disclosure Undertaking conforms to the description thereof contained in the Official Statement under the caption "CONTINUING DISCLOSURE OF INFORMATION (g) Except as otherwise may be provided in the Official Statement under the caption "CONTINUING DISCLOSURE OF INFORMATION — Compliance with Prior Undertakings during the last five (5) years the Issuer has complied in all material respects with its previous Continuing Disclosure Undertakings made by it in accordance with the Rule; (h) On the date hereof and on the date of Closing, there is no litigation, action, suit, proceeding, inquiry gatloonil or investiat law or in equity , before or by any court, government agency, public board or body, pending or, to the best knowledge of the Issuer after due inquiry, threatened against the Issuer, affecting the existence of the Issuer or the titles of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the collection of Pledged Revenues pledged to the payment of principal of and interest on the Bonds pursuant to the Ordinance or in any way contesting or affecting the validity or enforceability of the Bonds or the Issuer Documents, or contesting the exclusion from gross income of interest on the Bonds for federal income tax purposes, or contesting 1"n ID any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto, or contesting the powers of the Issuer or any authority for the issuance o e Bonds, the adoption o e Ordinance or the execution and delivery o e Issuer Documents, nor, to the best knowledge of the Issuer, is there any basis therefor, wherein an unfavorable decision, �J 4155-7339-4736.1 ruling or finding would materially adversely affect the validity or enforceability of the Bonds or the Issuer Documents; (i) As of the date thereof, the Preliminary Official Statement did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (j) At the time of the Issuer's acceptance hereof and (unless the Official Statement is amended or supplemented pursuant to paragraph (d) of Section 3 of this Agreement) at all times subsequent thereto during the period up to and including twenty-five (25) days subsequent to the "end of the underwriting period," the Official Statement does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (k) If the Offic40 ial Statement is supplemented or amended pursuant to paragraph (d) of Section 3 of this Agreement, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto during the period up to and including twenty-five (25) d;!ys subsequent to the "end of the underwriting period ", the Official Statement as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which made, not misleading; (1) The Issuer will apply, or cause to be applied, the proceeds from the sale 10 of the Bonds as provided in and subject to all of the terms and provisions of the Ordinance and will not take or omit to take any action which action or omission will adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds; (m) The Issuer will furnish such information and execute such instruments 10 and take such action in cooperation with the Underwriter as the Underwriter may reasonably request, at no expense to the Issuer, (1) to (A) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions in the United States as the Underwriter may designate and (B) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions and (ii) to continue such qualifications in effect so long as required for the initial distribution of the Bonds by the Underwriter (provided, however, that the Issuer will not be required to qualify as a foreign corporation or to file any general or special consents to service of process under the laws of any jurisdiction) and will advise the Underwriter immediately of receipt by the Issuer oany notification with respect to the ID suspension of the qualification of the Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; 10 4155-7339-4736,1 (n) The financial statements of, and other financial information regarding, the Issuer in the Official Statement fairly present the financial position, results of operations and condition of the Issuer as of the dates and for the periods therein set forth, and there has been no adverse change of a material nature i*n such financial position, results of operations or condition, financial or otherwise, of the Issuer since the dates of such statements and information; (o) The Issuer 1*s not a party to any litigation or other proceeding pending or, to its knowledge, threatened which, i*f decided adversely to the Issuer, would have a materially adverse effect on the Issuer's financial condition or operations of the Issuer41 ; (p) Prior to the Closing, and except i*n the ordinary course of business, the ID Issuer will not offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from :)r Secured by any of the Pledged Revenues which will secure the Bonds without the prior written approval of 0 the Underwriter, such approval not to be unreasonably withheld; (q) The Issuer, to the extent heretofore requested by the Underwriter, has delivered to the Underwriter true, correct, complete, and legible copies of all information, applications, reports, or other documents of any nature whatsoever submitted to any rating agency for the purpose of obtaining a rating for the Bonds or to any municipal bond insurance company to obtain a municipal bond insurance policy on the Bonds, if any, and, in each instance, true, correct, complete, and legible copies of all Is 10correspondence or other communications relating, directly or indirectly, thereto; (r) Any certificate, signed by any official of the Issuer authorized to do so in connection with the transactions described in this Agreement, shall be deemed a representation and warranty by the Issuer to the Underwriter as to the statements made therein; and (s) The Issuer covenants that between the date hereof and the date of the Closing it will take no action which will cause the representations and warranties made in this Section to be untrue as of the Closing. By delivering the Official Statement to the Underwriter, the Issuer shall be deemed to have reaffilrmed, with respect to the Official Statement, the representations, warranties and covenants set forth above with respect to the Preliminary Official Statement. 5. Closing. (a) At or before 10:00 a.m., Austin, Texas time, on September 7, 202 1, or at such other time and date as shall have been mutually agreed upon by the Issuer and the Underwriter (the "Closing"), the Issuer will, subject to the terms and conditions hereof, deliver the Bonds to the Underwriter duly executed and authenticated, together with the other documents hereinafter mentioned, and the Underwriter will, subject to the terms and conditions hereof, accept such delivery and pay the purchase price o e Bonds as set forth in Section 1 of this Agreement in immediately available funds b wire transfer to the account of the Issuer. Payment for the Bonds as aforesaid shall be made at the 11 4155-7339-4736,1 offices of The Bank of New York Mellon Trust Company, National Association, Dallas, Texas the "Paying Agent/Registrar"), or such other place as shall have been mutually agreed upon by the Issuer and the Undermm*ter, (b) Delivery of the Bonds i*n definitive form shall be made through DTC, The Bonds shall be delivered in definitive fully registered form, bearing CUSIP numbers without coupons, with one Bond for each maturity of the Bonds registered in the name of Cede & Co., all as provided in the Ordinance and shall be made available to the Paying Agent/Registrar for DTC's FAST closing at least one business day before Closing for purposes of inspection. 6. Clos0 ing Conditions. The Underwriter has entered into this Agreement in reliance upon the representations, warranties and agreements of the Issuer contained herein, and in reliance upon the representations, warranties and agreements to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Issuer of its obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriter's obligation under this Agreement to purchase, to accept delivery of and to pay for the Bonds shall be conditioned upon the performance by the Issuer of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following additional conditions, including the delivery by the Issuer of such documents as are enumerated herein, in form and substance reasonably satisfactory to the Underwriter: (a) The representations and warranties of the Issuer contained herein shall be true, complete and correct on the date hereof and on and as of the date of the Closing, as if made on the date of the Closing; (b) The Issuer shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing; (c) At the time of the Closing, (i) the Issuer Documents and the Bonds shall be in full force and effect in the form heretofore approved by the Underwriter and shall not have been amended, modified or supplemented, and the Official Statement shall not have been supplemented or amended, except in any such case as may have been agreed to by the UnderwriterIs ; (ii) the net proceeds of the sale of the Bonds and any funds to be 0 provided by the Issuer shall be deposited and applied as described in the Official Statement and in the Ordinance; and (iil*) all actions of the Issuer required to be taken by the Issuer shall be performed in order for Bond Counsel and counsel to the Underwriter 19 to deliver their respective opinions referred to hereafter* (d) At the time of the Closing, all official action of the Issuer relating to the Bonds and the Issuer Documents shall be in full force and effect and shall not have been amended, modified or supplemented; (e) At or prior to the Closing, the Bond adopted by the Issuer, the Pricing Certificate shall Ordinance shall have been duly have been duly executed and 12 4155-7339-4736,1 delivered by the Issuer, and the Issuer shall have duly executed and delivered and the Paying Agent/Registrar shall have duly authenticated the Bonds; (� At the time of the Closing, there shall not have occurred any change or any development involving a prospective change in the condition, financial or otherwise, or in the revenues or operations of the Issuer, from that set forth in the Official Statement that in the reasonable judgment of the Underwriter is material and adverse and that makes it, 1*n the reasonable judgment of the Underwriter, impracticable to market the Bonds on the terms and in the manner described in the Official Statement; (9) The Issuer shall not have failed to pay p0 rincipal or interest when due on any of its outstanding obligations for borrowed money; (h) All steps to be taken and all instruments and other documents to be 0 executed, and all other legal matters in connection with the transactions described in this Agreement shall be reasonably satisfactory in legal form and effect to the Underwriter and counsel for the Underwriter; (i) At or prior to the Closing, the Underwriter shall have received copies of each of the following documents:0 (1) The Official Statement, and each supplement or amendment thereto, if any as may have been agreed to by the Underwriter; (2) A copy of the Bond Ordinance having been duly adopted by the 0 Issuer and the Pricing Certificate having been duly executed and delivered by the Issuer, both certified as being in full force and effect, with such supplements or amendments as may have been agreed to bY the Underwriter; (3) The undertaking of the Issuer set forth in the Ordinance (the "Continuing Disclosure Undertaking"') which satisfies the requirements of Section (b)(5)(i) of the Rule; (4) A fully executed copy of the Escrow Agreement; (5) The approving op10 inion of Bond Counsel, with respect to the Bonds, in substantially the form attached to the Official Statementlo ; (6) A supplemental opin10 ion of Bond Counsel addressed to the Issuer and the Underwriter substantially to the effect that: (i) the Bond Ordinance has been duly adopted and is in full force and effect, and the Pricing Certificate has been duly executed; the Bonds are exempt securities that do not require registration under the Securities Act of 1933, as amended (the "1933 Act"), and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and it is not necessary, in connection with the offering 13 4155-7339-4736.1 and sale of the Bonds, to register the Bonds under the 1933 Act or to qualify the Ordinance under the Trust Indenture Act; and the statements and information describing the Bonds and the Ordinance contained in the Official Statement under the captions or subcaptions "PLAN OF FINANCING" (except for the subcaption "Sources and Uses of Proceeds"), "THE BONDS" (except for the subcaptions "Bondholders' Remedies" and "Book -Entry -Only System" ), "TAX MATTERS," "CONTINUING DISCLOSURE OF INFORMATION" (except for the subcaption " Compliance with Prior Undertakings"'), "LEGAL MATTERS"' (except for the second to last sentence of the first paragraph thereof), "OTHER INFORMATION - Registration and Qualification of Obligations for Sale,"' and "OTHER INFORMATION -Legal Investments and Eligibility to Secure Public Funds in Texas,"' APPENDIX C and APPENDIX D fairly and accurately summarize the provisions of the Bonds and the Ordinance and Bond Counsel is of the opinion that the information relating to the Bonds and the legal issues contained under such captions and subcaptions is an accurate and fair description of the laws and legal issues addressed therein and, with respect to the Bonds, such information conforms to the Ordinance; (7) An opinion, dated the date of the Closing and addressed to the Underwriter, of counsel for the Underwriter, to the effect that: (i) the Bonds are exempt securities under the 1933 Act and the Trust Indenture Act and it is not necessary, in connection with the offering and sale of the Bonds, to register the Bonds under the 1933 Act and the Ordinance need not be qualified under the Trust Indenture Act; and based upon their participation in the preparation of the Preliminary Official Statement and the Official Statement as counsel for the Underwriter and their participation at conferences at which the Preliminary Official State ment or the Official Statement was discussed, but without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained i*n the Preliminary Official Statement and the Official Statement, such counsel has no reason to believe that the Preliminary Official Statement, s of its date, and the Official Statement, as of its date and as of the date of Closing, contained or contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except for any financial, forecast, technical and statistical statements and data included in the Official Statement and the information regarding TC and its book-entry-only system, as to which no view need be expressed; 14 4155-7339-4736,1 (8) A certificate, dated the date of the Closing, of an appropriate official of the Issuer to the effect that (1*) the representations and warranties of the Issuer contained herein are true and correct in all material respects on and as 16 of the date of the Closing as if made on the date of the Closing; (n) no litigation, proceeding or tax challenge against the Issuer is pending or, to the best of his or her knowledge, threatened in any court or administrative body nor is there a 0 basis for litigation which would (a) contest the right of the council members, 10 10 officers or officials of the Issuer to hold and exercise their respective positions, (b) contest the due organization and valid existence of the Issuer, (c) contest the validity, due authorization and execution of the Bonds or the Issuer Documents or (d) attempt to limit, enjoin or otherwise restrict or prevent the Issuer from functioning and collecting taxes or revenues, including payments on the Bonds, pursuant to the Ordinance, and other income or the levy or collection of the Pledged Revenues pledged or to be pledged to pay the principal of and interest on the Bonds, or the pledge thereof; (iii) all official action of the Issuer relating to the Official Statement, the Bonds and the Issuer Documents have been duly taken by the Issuer, are in full force and effect and have not been modified, 0 amended, supplemented or repealed,,Is (iv) to the best of his or her knowledge, no event affecting the Issuer has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purpose for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein, in light of the circumstances under which made, not misleading in any respect as of the time of the Closing, and the information contained in the Official Statement is correct in all material respects and, as of the date of the Official Statement did not, and as of the date of the Closing does not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements 40 made therein, in the light of the circumstances under which they were made, not misleading; and (v) there has not been any material adverse change in the financial condition of the Issuer since September 30, 2020, the latest date as of which audited financial information is available; (9) A certificate of the Issuer in form and substance satisfactory to Bond Counsel and counsel to the Underwriter setting forth the facts, estimates and circumstances in existence on the date of the Closing, which establish that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and any applicable regulations (whether flinal, temporary or proposed), issued pursuant to the Code* (10) The approving opin10 ion of the Attorney General of the State of Texas and the registration certificates of the Comp troller of Public Accounts of the State of Texas i*n respect of the Bonds; (11) Any other certificates and opinions required by the Ordinance for the issuance thereunder of the Bonds* 15 4155-7339-4736,1 (12) Evidence of a rating assigned to the Bonds of by Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business, and that such rating is in effect as of the date of the Closing; (13) A sufficiency certificate of the financial advisor to the Issuer certifying as to the sufficiency of the amount initially deposited to pay the 0 principal and interest on the Refunded Bonds; and (14) Such additional legal opinions, certificates, instruments and other documents as Bond Counsel, the Undervwmter or counsel to the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the date of the Closing, of the Issuer's representations and warranties contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the Issuer on or prior to the date of the Closing of all the respective agreements then to be performed and conditions then to be satisfied by the Issuer. All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Underwriter. If the Issuer shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds contained in this Agreement, or if the obligations of the Underwriter to purchase, ti,1111 accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this Agreement, this 0 Agreement shall terminate and neither the Underwriter nor the Issuer shall be under any further obligation hereunder, except that the respective obligations of the Issuer and the Underwriter set forth in Sections 1 (with respect to the Check), 4 and 8 hereof shall continue in full force and effect. 7. Term0 0 ination. The Underwriter shall have the right to cancel its obligation to purchase the Bonds if (as evidenced by a written notice to the Issuer terminating the obligation of the Underwriter to accept delivery of and pay for the Bonds) between the date of this Agreement and the Closing, the market price or marketability of the Bonds, or the ability of the Underwriter to enforce contacts for the sale of Bonds, shall be materially adversely affected, in the reasonable judgment of the Underwriter, by the occurrence of any one of the following events, (a) legislation shall be enacted by or introduced in the Congress o e United States or recommended to the Congress for passage by the President of the United States, or the Treasury Department of the United States or the Internal Revenue Service or any member of the Congress or favorably reported for passage to either House of the Congress by any committee o such House to which such legislation has been referred for consideration, a decision by a court of the United States or of the State or the United States Tax Court shall be rendered, or an order, ruling, regulation (final, temporary or proposed), press release, statement or other form of notice by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other 4155-7339-4736.1 governmental agency shall be made or proposed, the effect of any or all of which would be to impose, directly or indirectly, federal income taxation upon interest received on obligations of the general character of the Bonds or the interest on the Bonds as described in the Official Statement, or other action or events shall have transpired which may have the purpose or effect, directly or indirectly, of changing the federal income tax consequences of any of the transactions described herein; (b) legislation introduced in or enacted (or resolution passed) by the Congress or an order, decree or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary, or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds, including any or all underlying arrangements, are not exempt from registration under or other requirements of the 1933 Act or the Securities Exchange Act of 1934, as amended and then in effect, or that the Ordinance is not exempt from qualification under or other requirements of the Trust Indenture Act, or that the issuance, offering, or sale of obligations of the general character of the Bonds, includingI'dy or all underlying arrangements, as described herein or in the Official Statement or otherwise, is or would 10 ID be in violation of any provision of the federal securities laws as amended and then in effect; (c) a stop order, ruling, regulation or official statement by the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter shall have been issued or made or any other event occurs, the effect of 10 10 which is that the issuance, offering or sale of the Bonds, including any or all underlying arrangements, as described herein or by the Official Statement or otherwise, is or would be in violation of any provisions of the federal securities laws, including the Securities Exchange Act of 1934, as amended and as then in effect or the Trust Indenture Act of 1939, as amended and as then in effect* (d) any state Blue Sky or securities commission or other governmental agency or body in which more than 15% of the Bonds have been offered and sold shall have withheld registration, exemption or clearance of the offering of the Bonds as described herein, or issued a stop order or similar ruling relating thereto; (e) a general suspension of trading in securities on the New York Stock 0 Exchange, the establishment of minimum prices on such exchange, the establishment of material restrictions (not in force as of the date hereof) upon trading securities generally by any governmental authority or any national securities exchange, a general banking moratorium declared by federal, State of New York, or State officials authorized to do so* (� the New York Stock Exchange or other national securities exchange or ID any governmental authority shall impose, as to the Bonds or as to obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to 17 4155-7339-4736.1 the net capital requirements of, the Underwriter, which change shall occur subsequent to tID he date of this Agreement and shall not be due to the malfeasance, misfeasance or nonfeasance of the Underwriter; (g) any amendment to the federal or state Constitution or action by any federal or state court, legislative body, regulatory body, or otherauthority materially adversely affecting the tax status of the Issuer, its property, income, securities (or 10 interest thereon), or the validity or enforceability of the assessments or the collection of Pledged Revenues P,g9eded to pay the principal of and interest on the Bonds (h) any event occurring, or inflormation becoming known which, in the reasonable judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Official Statement, or has the effect that the Official Statement contains any untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (i) there shall have occurred since the date of this Agreement any materially adverse change in the affairs or financial condition of the Issuer, except for changes which the Official Statement discloses are expected to occur; (j) there shall have occurred (whether or not foreseeable) any (1I new material outbreak of hostilities involving the United States (including, without limitation, an act of terrorism), including, but not limited to, an escalation of hostilities that existed prior to the date hereof, or (11) new material national or international calamity or crisis including, but not limited to, an escalation in the scope or magnitudeude of any pandemic or natural disaster, or (iii) material financial crisis or adverse change in the financial or economic conditions affecting the United States government or the securities markets in the United States; (k) any fact or event shall exist or have existed that, in the Underwriter's reasonable judgment, requires or has required an amendment of or supplement to the Official Statement; (1) there shall have occurred or any published notice shall have been given of any intended review for possible downgrade, downgrading, suspension, withdrawal, or negative change 1"n credit watch status by any national rating service to any of the Issuer's obligations that are secured in a like manner as the Bonds (including the ratings to be accorded to the Bonds); and (m) the purchase of and payment for the Bonds by the Underwriter, or the resale of the Bonds by the Underwriter, on the terms and conditions herein provided shall be prohibited Y any anplicable law, governmental authorlty, board, agency or Coto mission; provided, however, that such prohibition occurs after the date of this Agreement and is not caused by the action, or failure to act, of the Underwriter. With respect to the conditions described in subparagraphs (e) and (1) above, the 0 Underwriter is not aware of any current, pending or proposed law or government inquiry or 18 4155-7339-4736.1 investigation as of the date of execution of this Agreement which would permit the Underwriter 0 to invoke its termination rights thereunder. 8. Expenses. (a) The Underwriter shall be under no obligation to pay, and the Issuer shall pay, any expenses incident to the performance of the Issuer's obligations hereunder, including, but not limited to (i) the cost of preparation and printing of the Bonds; (il*) the fees and disbursements of Bond Counsel and the Issuer's Financial Advisor; (iii) the flees and disbursements of any other attorneys, engineers, accountants, and other experts, consultants or advisers retained by the Issuer; (iv) the fees, if any, flr bond ratings and municipal bond insurance , if any ; v) the costs of preparing, printing and mailing to the Underwriter the Preliminary Official Statement and the Official Statement; (vi) the fees and expenses of the Paying Agent/Registrar, the Escrow Agent, and any other paying agents for the Refunded Obligations; (vii) publication expenses, if any, in connection with the redemption of the Refunded Obligations; (viii) the out-of- pocket, miscellaneous and closing expenses, including the cost of travel (meals, transportation and lodging), of the officers and officials of the Issuer; (ix) the Attorney General's review fee; and (x) any other expenses mutually agreed to by the Issuer and the Underwriter to be reasonably considered expenses of the Issuer which are incident to the transactions contemplated hereby. (b) The Underwriter shall pay (from the expense allocation of the underwriting discount) (1) the cost of preparation and print0 ing of this Agreement, the Blue Sky Survey and Legal Investment Memorandum, if any; (11) all advertising expenses in connection with the public offering of the Bonds; and (111) all other expenses incurred by them in connection with the public offering of the Bonds, including the fees and disbursements of counsel retained by the Underwriter. (c) The Issuer acknowledges that the Underwriter will pay from the UnderwAriter" s expense allocation of the underwriting discount the applicable per bond assessment charged by the Municipal Advisory Council of Texas (the "MAC") and its expenses to cover an internal cost associated with a review of the Issuer's disclosure Is filings related to the Rule. The MAC is anon-profit corporation whose purpose is to Is collect, maintain and distribute information relating to issuing entities of municipal securities. An employee of the Underwriter serves on the Board of Trustees of the MAC. 9. Notices. Any notice or other communication to be given to the Issuer under this Agreement may be given by delivering the same in writing to City of Round Rock, 221 East Main Street, Round Rock, Texas 786641111 Attention: City Manager; and, any notice or other communication to be given to the Underwriter under this Agreement may be given by d0 0 elivering the same in writing to Hilltop Securities Inc., 221 North Kansas Street, Suite 600, El 0 Paso, Texas 7990 ention: Maria ina, 100 Parties t*n Interest. This Agreement as heretofore specified shall constitute the entire agreement between us and is made solely for the benefit of the Issuer and the 19 4155-7339-4736.1 Underwriter (including successors or assigns of the Underwriter) and no other person shall 0 acquire or have any right hereunder or by virtue hereof. This Agreement may not be assigned by the Issuer. All of the Issuer's representations, warranties and agreements contained in this ID Agreement shall remain operative and in full force and effect, regardless of (1) any investigations made bly or on behalf of any of the Underwriter,, (11) delivery of and payment for the Bonds pursuant to this Agreement; and (iii) any termination of this Agreement,, 110 Effectiveness. This Agreement shall become effective upon the acceptance hereof by the Issuer and shall be valid and enforceable in accordance with its terms at the time of such acceptance. 120 Choice oL Law. This Agreement shall be governed by and construed in accordance with the laws of the State. 13* Severability. If any provision of this Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case i*n any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provision or provisions of any constitution, statute, rule of public policy or any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other 40 provision or provisions of this Agreement invalid, inoperative or unenforceable to any extent whatsoever. 14* Business D For purposes of this Agreement, "business day" means any day on which the New York Stock Exchange i*s open for trading. 15* Section Headings. Section headings have been inserted in this Agreement as a '0 matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provisions of this Agreement. 160 Counterparts. This Agreement may be executed in several counterparts each of 0 which shall be regarded as an original (with the same effect as if the signatures thereto and hereto were upon the same document) and all ofl which shall constitute one and the same document. 17. No Personal Liability. None of the members of the City Council, nor any officer, agent, or employee of the Issuer, shall be charged personally by the Underwriter with 10 any liability, or be held liable to the Underwriter under any term or provision of this Agreement, or because of execution or attempted execution, or because of any t)rel?ich or attempted or alleged breach of this Agreement. 18. No Boycott OL Israel. The Underwriter hereby verifies that it and its parent company, wholly- or majority -owned subsidiaries, and other affiliates,if any, do not boycott Israel and, to the extent this Agreement is a contract for goods or services, will not boycott Israel during the term of this Agreement. The foregoing verification is made solely to comply with Section 2271.002, Texas Government Code, and to the extent such Section does not contravene applicable State or Federal law. As used in the foregoing verification, "boycott 20 4155-7339-4736.1 Israel" means refusing to deal with, terminating business activities with, or otherwise taking 10 any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli - controlled territory, but does not include an action made for ordinary business purposes. The Underwriter understands "affiliate" to mean an entity that controls, is controlled by, or i*s under common control with the Underwriter and exists to make a profit. 19* No Terrorist Organization. The Tnderwriter represents that neither it nor any of its parent company, wholly- or majtyori-owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer's Internet web slo te: h11ps0Hcoi iptroller,,texas,,gov/purchasing/docs/sudanmIlst,,Pdf, https.Hcomptroller.texas.gov/purchasing/docs/iran-list.pdf,0 or https.Hcomptroller.texas.gov/purchasl*ng/docs/flomlist,pdf0 The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable State or Federal law and excludes the Underwriter and each of its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. The Underwriter understands "affiliate" to mean any entity that controls, is controlled by, or is under common control with the Underwriter and exists to make a profit. [Execution Page Follows.] 21 4155-7339-4736.1 If you agree with the foregoing, please sign the enclosed counterpart of this Agreement and return it to the Underwriter. This Agreement shall become a binding agreement between the Issuer and the Underwriter when at least the counterpart of this Agreement shall have been signed by or on behalf of each of the parties hereto. ACCEPTED at Respectfully submitted, HILLTOP SECURITIES INC. By:_ Name: Title0 : [a.m./p.m.] central time this CITY OF ROUND ROCK, TEXAS By40 : Nat Titl Schedule I — Schedule of Terms Exhibit A — Form of Issue Price Certificate EXECUTION PAGE day of 2021. City of Round Rock, Texas Venue Tax and Hotel Occupancy Tax Revenue RefundIs ing Bonds, Series 2021 4155-7339-4736,1 SCHEDULE I City of Round Rock, Texas Venue Tax and Hotel Occupancy Tag Revenue Refunding Bonds, Series 2021(a) Interest Accrues From: Date of Delivery Maturity Date (12/1) 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 203 1 (b) 2032(b) 2033(b) 2034(b) 2035(b) 2036(") 2037ro) Principal Amount Interest Rate OY(O Initial Price or Yield(a) 0Y(0 (a) The initial reoffering prices or yields of the Bonds are furnished by the Underwriter and represent the initial offering prices or yields to the public, which may be changed by the Underwriter at any time. (b) The Bonds scheduled to mature on and after December 1, 20are subject to redemption, in whole or in part, prior to 41 their scheduled maturities, on December 1, 20 , or on any date thereafter, at a price of par plus accrued interest to the date fixed for redemption. 4135-4739-8192,2 EXHIBIT A ISSUE PRICE CERTIFICATE The undersigned, as the duly authorized representative of Hilltop Securities Inc. ("PurchaserRefunding "), with respect to the Venue Tax and Hotel Occupancy Tax Revenue 10 0 Bonds, Series 2021 issued by the City of Round Rock, Texas ("Issuer") in the principal amount of $ ("Bonds"'), hereby certifies, based on its records and information, as follows: (a) Other than the Bonds maturing in (the "Hold -the -Price Maturities "), the first price at which at least ten percent ( "Substantial Amount") of the principal amount of each maturity of the Bonds having the same credit and payment terms (a "Maturity") was sold to a person (including an individual, trust, estate, partnership, association, company, or 10 corporation) other than an Underwriter (the "Public") is set forth in the final Official Statement relating to the Bonds. (b) On or before the first day on which the Agreement is entered into (the "Sale Date"), the Purchaser offered to the Public each Maturity of the Hold -the -Price Maturities at their respective initial offe0 ring prices (the "Initial Offering Prices"), as listed in the final Official Statement relating to the Bonds. (c) As set forth in the Bond Purchase Agreement, the Purchaser agreed in writing to neither offer nor sell any of the Hold -the -Price Maturities to any person at any higher price than the respective Initial Offering Price for such Hold -the -Price Maturity until a date that is the earlier of the close of the fifth business day after the Sale Date or the date on which the 0 Purchaser sells a Substantial Amount of a HoldmthemPrice Maturity to the Public at a price not exceeding the Initial Offering Price for such Hold -the -Price Maturity,, A copy of the pricing wire or equivalent communication for the Bonds is attached to this Certificate as Schedule A. For purposes of this Issue Price Certificate, the term "Underwriter" means (1)(i*) a person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, or (ii) any 10 person that agrees pursuant to a written contract directly or indirectly with a person described in clause (1)(1) of this paragraph (including a member of a selling group or a party to a retail dl*stribution agreement participating in the initial sale of the Bonds to the Public) to part*cipate in the initial sale of the Bonds to the Public, and (2) any person who has more than 50% common ownership, directly or indirectly, with a person described in clause (1) of this paragraph. [Signature Page Follows] 4135-4739-8192,2 The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Federal Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by McCall, Parkhurst & Horton L.L.P. in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G. and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. Except as expressly set forth above, the certifications set forth herein may not be relied upon or used by any third party or for any other purpose. Notwithstanding anything set forth herein, the Purchaser is not engaged in the practice of law and makes no representation as to the legal sufficiency of the factual matters set forth herein. EXECUTED and DELIVERED as of this 920210 HILLTOP SECURITIES INC., as Underwriter Name40 : Execution Page Issue Price Certificate Lakeside Water Control and Improvement District No. 2-B Unlimited Tax Refunding Bonds, Series 2021 4135-4739-8192,2 SCHEDULE A PR. ICING WIRE OR EQUIVALENT COMMUNICATION (Attached) 4155-7339-4736,ol SCHEDULE B SCHEDULE OF SUBSTANTIAL AMOUNT MATURITIES (Attached) 4135-4739-8192,2