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RR Golf Inc - 3/28/1995ROUND ROCK GOLF, INC. MEETING THURSDAY, MARCH 9,1995- 6:45 P.M. CITY COUNCIL CHAMBER 221 EAST MAIN STREET BOARD OF DIRECTORS Charles Culpepper Robert Stluka Rod Morgan Rick Stewart Earl Palmer Martha A. Chavez Jimmy Joseph AGENDA 1. Call Meeting To Order - 6:45 p.m. 2. Ro11 Call 3. Approval of Minutes: December 22, 1994 4. Consideration and action with respect to "Resolution Authorizing Execution of Various Deeds and Documents Related to Forest Creek Golf Course and Other Matters Related Thereto." 5. New Business 6. Old Business 7. Adjournment CERTIFICATE I certify that the above notice of a Round Rock Golf, Inc. meeting was posted on the bulletin board at the City Hall of the City of Round Rock, Texa on the 6th day of March, 199 at 5:00 p.m.. JOANNE LAND, Assistant City Ma . ,e City Secretary Board of Directors Moved Seconded Yes No Abstain Robert Stluka V Rod Morgan V Rick Stewart V Earl Palmer ✓ V Martha Chavez , ,(2p,(1,Y +-, Jimmy Joseph V V Charles Culpepper ).14 i -I ... ROUND ROCK GOLF, INC. ACTION CHART DATE: 3 - q !� ITEM: / a -,Z-9z/ December 22, 1994 The Round Rock Golf, Inc. Board of Directors met on Thursday, December 22, 1994 at 6:30 p.m. in the City Council Chamber, 221 E. Main Street. ROLL CALL: Board of Director's present were Charles Culpepper, Robert Stluka, Rod Morgan, Rick Stewart, Earl Palmer, Martha Chavez and Jimmy Joseph. Also present were City Manager Bob Bennett, Assistant City Manager /City Secretary Joanne Land and City Attorney Steve Sheets. CONSIDER ELECTION OF OFFICERS: Director Culpepper was nominated for President and Treasurer and Director Stewart was nominated for Vice - President and Secretary. MOTION: Director Joseph moved that nominations cease. Director Stluka seconded the motion. VOTE: Ayes: Director Stluka Director Morgan Director Stewart Director Palmer Director Chavez Director Joseph Director Culpepper Noes: None ACTION: The motion carried unanimously. MOTION: Director Joseph moved that Director Culpepper be appointed President and Treasurer and Director Stewart be appointed Vice - President and Secretary by acclamation. Director Chavez seconded the motion. 1 VOTE: Ayes: Director Stluka Director Morgan Director Stewart Director Palmer Director Chavez Director Joseph Director Culpepper Noes: None ACTION: The motion carried unanimously. APPROVAL OF MINUTES: November 24 1992 MOTION: Director Palmer moved to approve the minutes as submitted. Director Chavez seconded the motion. VOTE: Ayes: Director Stluka Director Morgan Director Stewart Director Palmer Director Chavez Director Joseph Director Culpepper Noes: None ACTION: The motion carried unanimously. Director Culpepper recessed the meeting at 6:35 p.m. until the City Council takes action on the next item. The meeting reconvened at 9:26 p.m. 2 CONSIDER AUTHORIZING THE PRESIDENT TO EXECUTE THE FIRST SUPPLEMENT TRUST AGREEMENT AND FIRST SUPPLEMENT LEASE AGREEMENT. MOTION: Director Stewart moved to approve the execution of the First Supplement Trust Agreement and the First Supplement Lease Agreement. Director Palmer seconded the motion. APPROVED: VOTE: Ayes: Director Stluka Director Morgan Director Stewart Director Palmer Director Chavez Director Joseph Director Culpepper Noes: None ACTION: The motion carried unanimously. NEW BUSINESS: None OLD BUSINESS: None ADJOURNMENT: There being no further business, the meeting adjourned at 9:28 p.m. Charles Culpepper President /Treasurer 3 Director Rick Stewart Vice - President/ Secretary Board of Directors Moved Seconded Yes No Abstain Robert Stluka V Rod Morgan Rick Stewart \./ Earl Palmer v Martha Chavez Jimmy Joseph Charles Culpepper ROUND ROCK GOLF, INC. ACTION CHART J. THE STATE OF TEXAS ROUND ROCK GOLF, INC. CERTIFICATE FOR RESOLUTION We, the undersigned officers of the Board of Directors of Round Rock Golf, Inc. (the "Corporation "), hereby certify as follows: 1. The Board of Directors of the Corporation (the "Board ") convened in SPECIAL MEETING ON THE 9TH DAY OF MARCH, 1995, at the City Hall (the "Meeting "), and the roll was called of the duly constituted officers and members of the Corporation, to wit: Charles Culpepper, President/Treasurer Jimmy Joseph, Director Rick Stewart, Vice President/Secretary Robert Stluka, Director Martha A. Chavez, Director Rod Morgan, Director Robert Bennett, Director Earl Palmer, Director C HA2t..E5 CULPEPP Z. p , MARTHA A. c/fAv& and all of the persons were present, except the following absentees: , thus constituting a quorum. Whereupon, among other business, the attached Resolution was duly introduced for the consideration of the Board. It was then duly moved and seconded that the Resolution be adopted; and, after due discussion, the motion carrying with it the adoption of the Resolution, prevailed and carried by the following vote: AYES: NOES: 2. A true, full and correct copy of the aforesaid Resolution passed at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that the Resolution has been duly recorded in the Board's minutes of the Meeting; that the above and foregoing paragraph is a true, full and correct excerpt from the Board's minutes of the Meeting pertaining to the passage of the Resolution; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of the Board as indicated therein; that each of the officers and members of the Board was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the aforesaid Meeting, and that the Resolution 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 Meeting for such purpose; that the Meeting was open to the public and public notice of the time, place and purpose of the Meeting was given, all as required by Chapter 551, Government Code, as amended. AROO, PC001.1 Ott 3.93 5 O RESOLUTION AUTHORIZING EXECUTION OF VARIOUS DEEDS AND DOCUMENTS RELATED TO FOREST CREEK GOLF COURSE AND OTHER MATTERS RELATED THERETO WHEREAS, Round Rock Golf, Inc., (the "Corporation ") has previously executed a "Golf Course Construction and J Pace/Purchase Agreement" dated as of December 1, 1989 (the "Lease ") between the City of Round Rock, Texas (the "City"), as lessee and the Corporation, as lessor in connection with the acquisition, construction and financing of a public golf course; and WHEREAS, in furtherance of the acquisition, construction and financing of the golf course, a Trust Agreement dated as of December 1, 1989 by and among the City of Round Rock, Texas, First City, Texas- Austin N.A., as Trustee and Round Rock Golf, Inc. (the "Trust Agreement ") was executed in connection with the issuance of $6,740,000 City of Round Rock, Texas Golf Course Trust Certificates, Series 1989 (the "Certificates "); and WHEREAS, the Corporation deems it necessary and advisable to effectuate the purchase of the golf course and the payment of the holders of the Certificates. NOW, 'i'HFREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF ROUND ROCK GOLF, INC.: Section 1. Recitals and Approval of Execution of Documents. The recitals set forth in the preamble hereof are incorporated by reference herein and shall have the same force and effect as if set forth in this Section. The Corporation hereby authorizes the President or Vice President to execute any deeds, documents, bids, certificates and all other instruments necessary in connection with the golf course financing, and the Secretary or Assistant Secretary are hereby authorized to attest such deeds, documents, bids, certificates and instruments. Section 2. Amendment of Lease. To effectuate the purchase of the golf course, the Corporation hereby approves the amendment of the Lease to transfer title to the golf course project. The President or Vice President are each hereby authorized to execute the necessary amendments to the J enCP, and the Secretary or Assistant Secretary are hereby authorized to attest such amendment. Section 3. Further Procedures. The President, Vice President, Secretary, and all other officers, employees and agents of the Corporation, including the Corporation's attorneys, and each of them, shall be and they are hereby expressly authorized, empowered and directed from time to time and at any time to do and perform all such acts and things to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the Corporation all instruments, whether or not herein mentioned, as may be necessary or desirable RROCK1GOLF: FLT OLF.RES 3/8/93 in order to carry out the terms and provisions of this Resolution, Agreement and First Supplemental Lease Agreement, the amendment of such agreements and other matters in connection therewith. Section 4. Full Force and Effect. Except as expressly amended and modified, all terms and provisions of the 1 Pas. shall remain in full force and effect and the Corporation hereby ratifies, confirms and adopts the Lease as amended. RROcX/GOL : PCGO1F.RES3 /95 SIGNED AND SEALED this / //l7 # 9 93 / 9 . President, Boafd bf Directors DM V RESOLUTION AUTHORIZING EXECUTION OF VARIOUS DEEDS AND DOCUMENTS RELATED TO FOREST CREEK GOLF COURSE AND OTHER MATTERS RELATED THERETO WHEREAS, Round Rock Golf, Inc., (the "Corporation ") has previously executed a "Golf Course Construction and lease /Purchase Agreement" dated as of December 1, 1989 (the "Lease ") between the City of Round Rock, Texas (the "City "), as lessee and the Corporation, as lessor in connection with the acquisition, construction and financing of a public golf course; and WHEREAS, in furtherance of the acquisition, construction and financing of the golf course, a Trust Agreement dated as of December 1, 1989 by and among the City of Round Rock, Texas, First City, Texas- Austin N.A., as Trustee and Round Rock Golf, Inc. (the "Trust Agreement ") was executed in connection with the issuance of $6,740,000 City of Round Rock, Texas Golf Course Trust Certificates, Series 1989 (the "Certificates "); and WIHEREAS. the Corporation dccros it necessary and advisable to effectuate the purchase of the golf course and the payment of the holders of the Certificates. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF ROUND ROCK GOLF, INC.: Section 1. Recitals and Appnoval of Execution of Documents. The recitals set forth in the preamble hereof are incorporated by reference herein and shall have the same force and effect as if set forth in this Section. The Corporation hereby authorizes the President or Vice President to execute any deeds, documents, bids, certificates and all other instruments necessary in connection with the golf course financing, and the Secretary or Assistant Secretary are hereby authorized to attest such deeds, documents, bids. certificates and instruments. Section 2. Amendment of Lease. To effectuate the purchase of the golf course, the Corporation hereby approves the amendment of the Lease to transfer title to the golf course project. The President or Vice President are each hereby authorized to execute the necessary amendments to the Lease and the Secretary or Assistant Secretary are hereby authorized to attest such amendment. Section 3. Further Procedures. The President, Vice President, Secretary, and all other officers, employees and agents of the Corporation, including the Corporation's attorneys. and each of them, shall be and they arc hereby expressly authorized, empowered and directed from time to time and at any time to do and perform all such acts and things to execute, acknowledge and deliver in the natne and under the corporate seal and on behalf of the Corporation all instruments, whether or not herein mentioned, as may be necessary or desirable RRfk:KH OLF: rCGOLp.9rLS32J95 ZO' d 910 SZ: I S6.80 21HW TZ80ZZVZTS :QI NILSld HdW in order to carry out the terms and provisions of this Resolution, Agreement and First Supplemental Lease Agreement, the amendment of such agreements and other matters in connection therewith. Section 4. FuII Force and Effect. Except as expressly amended and modified, all terms and provisions of the I Pas shall remain in Full force and effect and the Corporation hereby ratifies, confirms and adopts the Lease as amended. RAOCK/COLP 0I. *913A95 £0'd 9I0'°N 9Z:LI 56,80 ?JUN TL80ZLVZTS:QI NI1SfE HdW A$FROVAL CERTIFICATE The undersigned is a duly authorized representative of the Declarant under that certain Land Use Agreement for Golf Coursc Tract dated September 28, 1989 (the "Land Use Agreement "), successor to Franklin Capital Corporation, and hereby certify as follows: Executed this 1. Officials of the City of Round Rock, Texas have explained to the undersigned, or a duly authorized representative, the proposed restructuring of the debt related to the Forest Creek Golf Course as further set forth on Exhibit "A" attached hereto (the "financing arrangements "). 2. The undersigned understands that as part of the financing arrangements, the City will transfer title to the Forest Creek Golf Course project to Round Rock Golf, Inc. prior to the purchase of clear title to the project by the City. 3. In accordance with Section 3.1 (c) of the Land Use Agreement, Declarant hereby approves the financing arrangements related to the Forest Creek Golf Course. ROUND ROCRiCOLP: Lv+M15P_rar 3 , as Declarant By Title v0' d 910 9Z: LT 56,80 JIiW IL80ZLbZIS :lGI Nl.LSfld HdW EXHIBIT A The current financing structure related to the Forest Creek Golf Course ($6,740,000 City of Round Rock, Texas Golf Course Trust Certificates, Series 1989 [the "Certificates "j), is proposed to be restructured as follows: (1) The City of Round Rock, Texas proposes to issue general obligation debt to retire or defease the Certificates. (2) To comply with State law, it is necessary for the title to the golf course project to be transferred to Round Rock Golf, Inc. for a short period of time until proceeds of the general obligation debt will be applied to vest clear title in the golf course project in the City. (3) The City is currently negotiating with the Operator of the golf course regarding the execution of a new Management Agreement. RR LGoLP: Kwu+.IU33 SO'd 910 Z :LT S6,80 ?JHW TL80ZLbZTS:QI Nl.LSfld HdW R -95- RESOLUTION DIRECTING PUBLICATION OF NOTICE REGARDING FOREST CREEK GOLF COURSE AND OTHER MATTERS RELATED THERETO WHEREAS, the City of Round Rock, Texas (the "City") has previously executed a "Golf Course Construction and Lease /Purchase Agreement" dated as of December 1, 1989 (the "Lease ") between the City, as lessee and Round Rock Golf, Inc., as lessor in connection with the acquisition, construction and financing of a public golf course; and WHEREAS, in furtherance of the acquisition, construction and financing of the golf course, a Trust Agreement dated as of December 1, 1989 by and among the City of Round Rock, Texas, First City, Texas - Austin N.A., as Trustee and Round Rock Golf, Inc. (the "Trust Agreement ") was executed in connection with the issuance of $6,740,000 City of Round Rock, Texas Golf Course Trust Certificates, Series 1989 (the "Certificates "); and WHEREAS, the City deems it necessary and advisable to effectuate the purchase of the golf course and the payment of the holders of the Certificates; and WHEREAS, in furtherance of such purposes it is necessary for the City to transfer title to the golf course and to comply with the publication provisions of Section 272.001, Local Government Code. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK, TEXAS: Section 1. Recitals and Approval of Publication. The recitals set forth in the preamble hereof are incorporated by reference herein and shall have the same force and effect as if set forth in this Section. The City hereby authorizes the City. Manager, City Secretary or City Attorney to publish notice related to the golf course in compliance with Section 272.001 of the Local Government Code in order to effectuate the transfer and ultimate purchase of the golf course and the payment of the Certificateholders. Section 2. Amendment of Lease. To effectuate the purchase of the golf course, the City hereby approves the amendment of the Lease to transfer title to the golf course project. The Mayor or City Manager are hereby authorized to execute the necessary amendments to the Lease and the City Secretary is hereby authorized to attest such amendment. ROUND ROCK: NOTICE.GOL 3/7/95 Section 3. Further Procedures. The Mayor, City Manager, City Secretary, the Director of Finance and all other officers, employees and agents of the City, including the City's attorneys, and each of them, shall be and they are hereby expressly authorized, empowered and directed from time to time and at any time to do and perform all such acts and things to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Resolution, the amendment of the Lease and other matters in connection therewith. ROUND ROCK NOTICE.COL 311/93 R -95- RESOLUTION DIRECTING THE PUBLICATION OF NOTICE OF INTENTION TO ISSUE CITY OF ROUND ROCK, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 1995, APPROVING A PRELIMINARY OFFICIAL STATEMENT AND OTHER MATTERS RELATED THERETO THE STATE OF TEXAS § CITY OF ROUND ROCK § WHEREAS, the City Council (the "Council ") of the City of Round Rock, Texas (the "City") finds that the payment in whole or in part of contractual obligations to be incurred: (1) to effectuate the purchase and improvement of a golf course now known as Forest Creek Golf Course, (2) to reimburse the City for the acquisition of a maintenance yard site, (3) for the improvements related to the maintenance yard site, (4) for the acquisition of fire equipment including a fire truck and (5) the payment of professional services for legal, fiscal and engineering fees in connection therewith including the payment of costs of issuance (the "Contractual Obligations) would be beneficial to the inhabitants of the City and are needed to perform essential City functions; and WHEREAS, the Council has deemed it advisable to give notice of intention to issue certificates of obligation in a maximum principal amount not to exceed $7,985,000 (the "Certificates ") pursuant to the provisions of the Certificate of Obligation Act of 1971, Section 271.041 et seq., Local Government Code (the "Act ") for the purpose of financing the Contractual Obligations; and WHEREAS, prior to the issuance of the Certificates, the City is required under the Act to publish notice of its intention to issue the Certificates in a newspaper of general circulation in the City, the notice stating: (i) the time and place tentatively set for the passage of the ordinance authorizing the issuance of the Certificates, (ii) the maximum amount and purpose of the Certificates to be authorized, and (iii) the manner in which the Certificates will be paid; and WHEREAS, a substantially final draft of the Preliminary Official Statement in connection with the issuance of the Certificates has been presented to the Council; and WHEREAS, the meeting at which this Resolution is adopted was open to the public and public notice of the time, place and purpose of the meeting was given, all as required by Chapter 55 L Government Code. THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK, TEXAS: 1. Attached hereto is a form of the Notice of Intention to issue the Certificates, the form and substance of which is hereby adopted and approved. HOUND "occ. Nana_RPJ 1,1193 2. The City Secretary or other authorized representatives of the City, shall cause the notice to be published in substantially the form attached hereto, in a newspaper of general circulation in the City, on the same day in each of two consecutive weeks, the date of the first publication to be at least 14 days prior to the time set for the ordinance authorizing issuance of the Certificates as shown in the notice. 3. The City hereby approves the Preliminary Official Statement substantially in the form attached hereto as Exhibit "A" with such changes, additions or deletions as directed by the City, the Underwriter or counsel to the City and the Underwriter of the Certificates is hereby authorized to distribute the Preliminary Official Statement to potential purchasers and to do all things necessary to market the Certificates including making application to the various rating agencies and bond insurance companies. 4. This Resolution shall become effective immediately upon adoption. The Mayor and City Secretary are hereby authorized and directed to execute the certificate to which this Resolution is attached on behalf of the City and to do any and all things proper and necessary to carry out the intent of this Resolution. POUND ROC. NOTICE.PES 3/7/9,1 2 ROUND ROM: NOIICR.CRt NM NOTICE OF INTENTION TO ISSUE CERTIFICATES OF OBLIGATION NOTICE IS HEREBY GIVEN that it is the intention of the City Council of the City of Round Rock, Texas, to issue interest bearing certificates of obligation of the City entitled "City of Round Rock, Texas Combination Tax and Revenue Certificates of Obligation, Series 1995, for the purpose of paying contractual obligations to be incurred by the City (1) to effectuate the purchase and improvement of a golf course now known as Forest Creek Golf Course, (2) to reimburse the City for the acquisition of a maintenance yard site, (3) for the improvements related to the maintenance yard site, (4) for the acquisition of fire equipment including a fire truck and (5) the payment of professional services for fiscal, engineering and legal fees incurred in connection therewith including the payment of costs of issuance. The City Council tentatively proposes to authorize the issuance of such Certificates of Obligation at its regular meeting place in the City Hall at a meeting to commence at 5:30 p.m., on the 28th day of March 1995. The maximum amount of Certificates of Obligation that may be authorized for such purpose is $7,985,000. The City Council presently proposes to provide for the payment of such Certificates of Obligation from the levy of taxes and from a limited pledge of certain surplus revenues derived from the operation of the City's Waterworks and Sewer System, remaining after payment of all operation and maintenance expenses thereof and all debt service, reserve and other requirements in connection with all of the City's revenue bonds or other obligations (now or hereafter outstanding) which are payable from all or any part of the net revenues of the City's Waterworks and Sewer System. CITY OF ROUND ROCK, TEXAS POUND PDC.: NODC8.CNT 311199 /s/ Charles Culpepper Mayor PRELIMINARY OFFICIAL STATEMENT Dated March 9, 1995 NEW ISSUE - Book - Entry -Only Ratings: Moody's: " S&P: " (See "BOND INSURANCE" and "OTHER RELEVANT INFORMATION - Ratings" herein) In the opinion of Bond Counsel, interest on the Certificates will be excludable from gross income for federal income tax purposes under statutes, regulations, published rulings and court decisions existing on the date thereof, subject to the matters described under "TAX MATTERS" herein, including the alternative minimum tax on corporations. Dated: April 1, 1995 Due: June 1, as shown on the inside front cover page Interest on the $7,985,000" City of Round Rock, Texas, Combination Tax and Revenue Certificates of Obligation, Series 1995 (the "Certificates "), will accrue from the dated date as shown above and will be payable December 1 and June 1 of each year, commencing June 1, 1996, and will be calculated on the basis of a 360 -day year of twelve 30-day months. The City of Round Rock, Texas (the "City ") intends to utilize the Book -Entry -Only System of The Depository Trust Company ( "DTC "), but reserves the right on its behalf or on the behalf of DTC to discontinue such system. Beneficial ownership of the Certificates may be acquired in denominations of 55,000 or integral multiples thereof. No physical delivery of the Certificates will be made to the beneficial owners thereof. Principal of, premium, if any, and interest on the Certificates will be payable by the Paying Agent Registrar, initially Frost National Bank, N.A., Austin, Texas, to Cede & Co., which will make distribution of the amounts so paid to the beneficial owners of the Certificates (See "CERTIFICATE INFORMATION - Book - Entry-Only System" and "Paying Agent/Registrar "). The Certificates are being issued pursuant to the provisions of Article 1175 and 1111 -1118 (inclusive), Vernon's Annotated Texas Civil Statutes, as amended, Subchapter C of Chapter 271, Texas Local Government Code, as amended, the City's Home Rule Charter and an ordinance passed by the City Council of the City. The Certifiratrq constitute general obligations of the City, payable from a combination of (i) the levy and collection of a continuing, direct ad valorem tax, within the limits prescribed by law, on all taxable property within the City, and (ii) a limited pledge of not to exceed $1,000 in amount of surplus revenues of the City's waterworks and sewer system, after deduction of maintenance and operating expenses and all debt service, reserve and other requirements in connection with all of the City's revenue bonds or other obligations (now or hereafter outstanding) which are payable from all or part of the net revenues of the City's waterworks and sewer system (See "CERTIFICATE INFORMATION - Authority for Issuance" and "Security for the Certificates "). The City has applied to several bond insurance companies and will consider the purchase of insurance after an analysis of insurance bids has been made. Proceeds from the sale of the Certificates will be used to (1) purchase and improve a municipal golf course known as Forest Creek Golf Course located within the City limits, (2) reimburse the City for the acquisition of a joint City /Round Rock Independent School District maintenance yard site, (3) fund improvements related to the maintenance yard site, (4) purchase fire equipment including a fire truck, and (5) pay professional services for fiscal, engineering, architectural and legal fees in connection therewith including the payment of costs of issuance. • Preliminary, subject to change. $7,985,000• CITY OF ROUND ROCK, TEXAS (Williamson and Travis Counties) COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 1995 See Maturity Schedule on Inside of Cover The presently outstanding uninsured tax supported debt of the City is rated "A" by Moody's Investors Service and "A" by Standard & Poor's Ratings Group, a division of McGraw -Hill, Inc. Requests for ratings for the Certificates have been madc to both rating services (See "OTHER RELEVANT INFORMATION - Ratings "). The Certificates are offered for delivery when, as and if issued and received by the Underwriter and subject to the approving opinion of the Attorney General of the State of Texas and of McCall, Parkhurst & Horton L.L.P., Bond Counsel, Austin, Texas. The legal opinion of Bond Counsel will be printed on or attached to the Certificates (See Appendix C - "Form of Bond Counsel's Opinion "). Certain matters will be passed upon for the Underwriter by Vinson & Elkins L.L.P., Austin, Texas, counsel for the Underwriter. It is expected that the Certificates will be tendered for delivery to the Underwriter through DTC on April 19, 1995. First Southwest Company Price - Price Maturity or or Amount (June 1)_ . Rate Yield Amount Maturity Rate Yield $ 30,000 1996 $ 300,000 2011 140,000 1997 - 320,000 2012 145,000 1998 340,000 - 2013 155,000 1999 - - 360,000 2014 160,000 2000 - 385,000 2015 170,000. - 2001 255,000 2016 180,000 2002 270,000 2017 195,000 2003 290,000 2018 200,000 2004 305,000 2019 210,000 2005 325,000 2020 225,000 2006 350,000 2021 240,000 2007 370,000 2022 250,000 2008 395,000 2023 265,000 2009 420,000 2024 285,000 2010 450,000 2025 The City reserves the right, at its option, to redeem Certificates having stated maturities on and after June 1, 2006, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on June 1, 2005, or any date thereafter, at the par value thereof plus accrued interest to the date fixed for redemption. The Certificates maturing in the years and are subject to mandatory sinking fund redemption prior to maturity as described herein. (See "CERTIFICATE INFORMATION - Optional Redemption of Certificates" and "Mandatory Sinking Fund Redemption "). Preliminary, subject to change. MATURITY SCHEDULE* $ °k Term Certificate due June 1, - Yield % $ _% Term Certificate due June 1, - Yield _% This Official Statement does not constitute an offer to sell Certificates in any jurisdiction to any person to whom it is unlawful to make such offer in such jurisdiction. No dealer, salesman, or any other person has been authorized to give any information or make any representation, other than those contained herein, in connection with the offering of these Certificates, and if given or made, such information or representation must not be relied upon. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances -, create any implication that there has been no change in the affairs of the City since the date hereof. - - In connection with the offering of the - Certificates, the Underwriter may over -allot or effect transactions which stabilize or maintain the market prices of the Certificates at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. CITY ADMINISTRATION Elected Officials Appointed Officials Consultants and Advisors SELECTED DATA FROM THE OFFICIAL STATEMENT iii CERTIFICATE INFORMATION Authority for Issuance Security for the Certificates Optional Redemption of Certificates Mandatory Sinking Fund Redemption Book - Entry-Only System Paying AgenURegistrar Transfer, Exchange and Registration Limitation on Transfer of Certificates Called for Redemption Record Date for Interest Payment Uses of Certificate Proceeds Holders' Remedies SOURCES AND USES OF FUNDS TAX INFORMATION Ad Valorem Tax Law The Texas Tax Code as it Applies to the City . . Valuation, Exemptions and Debt Obligations . Taxable Assessed Valuations by Category ... . Valuation and Funded Debt History Tax Rate, Levy and Collection History Ten Largest Taxpayers Tax Rate Limitation FINANCIAL INFORMATION General Fund Revenues and Expenditures ... Municipal Sales Tax History Financial Administration Financial Policies TABLE OF CONTENTS 2 2 3 3 3 4 4 4 BOND INSURANCE 5 6 7 7 8 9 9 10 10 DEBT INFORMATION Debt Service Requirements 11 Assessed Valuations, Tax Rates, Direct and Overlapping Funded Debt Payable From Ad Valorem Taxes and Authorized But Unissued Bonds of Overlapping Taxing Jurisdictions 12 Interest and Sinking Fund Budget Projection 13 Computation of Self-Supporting Debt 13 Authorized But Unissued General Obligation Bonds 13 Anticipated Issuance of General Obligation Debt 13 Funded Debt Limitation 13 Other Obligations 13 Pension Fund 14 APPENDICES 5 General Information Regarding the City A Excerpts From the Annual Financial Report B Form of Bond Counsel's Opinion C The cover page hereof, this page, the appendices included herein and any addenda, supplement or amendment hereto, are part of the Official Statement. 15 16 16 16 INVESTMENT AUTHORITY AND INVESTMENT PRACTICES OF THE CITY 17 TAX MATTERS Opinion Federal Income Tax Accounting Original Issue Discount Collateral Federal Income Tax Consequences . . State, Local and Foreign Taxes 17 Treatment of 18 18 19 OTHER RELEVANT INFORMATION Ratings 19 Litigation 19 Registration and Qualification of Certificates for Sale 19 Legal Investments and Eligibility to Secure Public Funds in Texas 19 Legal Opinions 19 Underwriting 20 Other Matters 20 CITY ADMINISTRATION Elected Officials Length of Term City Council Service Expires - Occupation Charles C. Culpepper - 11/2 Years May 1996 Self - employed Mayor Jimmy Joseph 51/2 Years May 1996 Self - employed Mayor Pro Tem Place 6 Robert Stluka 41 Years May 1996 President, Automotive Wholesalers of Councilman Place 1 Texas Rod Morgan 21 Years May 1995 Self - employed Councilman Place 2 Rick Stewart 31/2 Years May 1995 Retired Businessman Councilman Place 3 Earl Palmer 41/2 Years May 1996 Retired Businessman Councilman Place 4 Martha A. Chavez 2 Years May 1997 School Teacher Councilwoman Place 5 Appointed Officials Consultants and Advisors Length of Name Position Service Robert L. Bennett, Jr. City Manager 151 Years Joanne Land Assistant City Manager/City Secretary 231/2 Years David Kautz Director of Finance 161/2 Years Stephan L. Sheets City Attorney 15' Years Auditors Pena, Swayze & Company Round Rock, Texas Bond Counsel McCall, Parkhurst & Horton L.L.P. Austin, Texas For additional information regarding the City, please contact: David Kautz Director of Finance City of Round Rock 221 East Main Street Round Rock, Texas 78664 (512) 255 -3612 u The selected data on this page is subject in all respects to the more complete information and definitions contained or incorporated in this Official Statement. The offering of the Certificates to potential investors is made only by means of this entire Official -_ Statement. No person is authorized to detach this data page from this Official Statement or to otherwise use it without the entire Official Statement. This data page was prepared to present the purchaser of the Certificates information concerning the Certificates, the revenues pledged to payment of the Certificates, the description of the revenue base and other pertinent data, all as more fully described herein. The Issuer The City of Round Rock, Texas (the "City"), is a political subdivision of the State of Texas (the "State ") located in Williamson and Travis Counties, Texas, operating as a home -rule city under the laws of the State and a charter approved by the voters in August, 1977 (the "Home Rule Charter "). The City operates under a Council/Manager form of government where the mayor and six councilmembers are elected for staggered three-year terms. The Council formulates operating policy for the City while the City Manager is the chief administrative officer. The City is located in Williamson and Travis Counties, Texas, 8 miles north of Austin and 85 miles south of Waco on Interstate Highway 35. The City is also situated on U.S. Highway 79, which runs east and west. Both U.S. Highway 79 and Interstate Highway 35 are main arteries of traffic in the State (See Appendix A - 'General Information Regarding the City"). Payment Record The City has never defaulted. Ratings Standard & Poore Ratings Group, a division of McGraw -Hill, Inc. ( "S&P') and Moody's Investors Service ( "Moody's ") have assigned their municipal bond ratings of "A" and 'A', respectively, to the presently outstanding uninsured tax debt of the City. Presently outstanding insured debt of the City is rated "AAA" and "Aaa" by S&P and Moody's, respectively. Application for contract ratings for the Certificates has been made to S&P and to Moody's, the results of which will be made available when known. Municipal Bond Insurance ... The City has applied to several bond insurance companies and will consider the purchase of insurance after an analysis of insurance bids has been made. The Certificates The Certificates are being issued in the principal amount of 57,985,000' pursuant to the provisions of Articles 1175 and 1111 -1118, VATCS (inclusive), as amended, Subchapter C of Chapter 271, Texas Local Government Code, as amended, the City's Home Rule Charter, and ne ordinance passed by the City Council of the City (See "CERTIFICATE INFORMATION - Authority for Issuance"). Security for the Certificates .. The Certificates constitute general obligations of the City, payable from a continuing, direct ad valorem tax levied within the limits prescribed by law against all taxable property located within the City and are further secured by a limited pledge of not to exceed 51,000 in amount of surplus revenues derived from the operation of the City's waterworks and sewer system (See "CERTIFICATE INFORMATION - Security for the Certificates "). Optional Redemption The City reserves the right, at its option, to redeem Certificates having stated maturities on and after June 1, 2006, in whole or in part in principal amounts of 55,000 or any integral multiple thereof, on June 1, 2005, or any date thereafter, at the par value thereof plus accrued interest to the date fixed for redemption. The Certificates maturing in the years and are subject to mandatory sinking fund redemption prior to maturity as described herein. (See 'CERTIFICATE INFORMATION - Optional Redemption of Certificates" and "Mandatory Sinking Fund Redemption "). Tax Exemption for the Certificates In the opinion of Bond Counsel, the interest on the Certificates will be excludable from gross income for federal income tax purposes under existing law, subject to the matters described under "TAX MATTERS" herein, including the alternative minimum tax on corporations. Use of Certificate Proceeds 'Preliminary, subject to change. SELECTED DATA FROM THE OFFICIAL STATEMENT Proceeds from the sale of the Certificates will be used to (1) purchase and improve a municipal golf course known as Forest Creek Golf Course located within'the City limits, (2) reimburse the City for the acquisition of a joint City/Round Rock Independent School District maintenance yard site, (3) fund improvements related to the maintenance yard site, (4) purchase fire equipment including a fire truck, and (5) pay professional services for fiscal, engineering, architectural and legal fees in connection therewith including the payment of oasts of issuance. 111 Selected Issuer Indices Ratio Funded Fiscal Per Capita Per Capita Debt to Year - - Estimated . Taxable Taxable Funded Funded Taxable % of Ended City Assessed Assessed Tax Tax Assessed Total Tax 9 -30 Population Valuation Valuation Debt Debt Valuation. - Collections 1987 29,179 $1,170,066,819 $ 40,100 $44,020,000 $1,508.62 3.76% 98,77% 1988 30,352 1,208,589,028 39,819 44,693,000 1,472.49 3.70% 100.10% 1989 30,639 1,164,006,659 37,991 43,251,000 1,411.63 3.72% 102.29% 1990 30,923 1,052,509,796 34,036 43,000,700 1,390.57 4.09% 100.15% 1991 32,213 934,207,091 29,001 41,038,200 1,273.96 4.39% 99.69% 1992 33,769 836,585,606 24,774 38,738,400 1,147.16 4.63% 99.80% 1993 36,139 914,420,536 25,303 40,961,100 1,133.43 4.48% 100.65% 1994 39,460 1,078,249,127 27,325 38,261,000 969.61 3.55% 101.59% 1995 41,650 1,404,239,617 (2, 33,715 43,114,000 1,035.15 ° 3.07 50 83.39 0 (1) Revaluation. (2) Valuation by Williamson County Appraisal District, as of 2/95. (3) Includes the Certificates; preliminary, subject to change. (4) As of 1- 31 -95. iv Authority for Issuance Security for the Certificates Optional Redemption of Certificates * Preliminary, subject to change. OFFICIAL STATEMENT Relating to $7,985,000. CITY OF ROUND ROCK, TEXAS (Williamson and Travis Counties) COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 1995 The City of Round Rock, Texas (the "City ") is a political subdivision and municipal corporation of the State of Texas (the "State "), duly organized and existing under the laws of the State and a charter approved by the voters in 1977 (the "Home Rule Charter "). This Official Statement, which includes the cover page and the Appendices hereto, provides certain information regarding the issuance by the City of $7,985,000• Combination Tax and Revenue Certificates of Obligation, Series 1995 (the "Certificates "). Capitalized terms used in this Official Statement have the same meanings assigned to such terms in the ordinance passed by the City Council authorizing the issuance of the Certificates (the "Certificate Ordinance "), except as otherwise indicated herein. There follow in this Official Statement descriptions of the Certificates along with certain information regarding the City and its finances. All descriptions of documents contained herein are summaries only and are qualified in their entirety by reference to each such document. Copies of such documents may be obtained from the City's Director of Finance. CERTIFICATE INFORMATION The Certificates are being issued pursuant to the Constitution and general laws of the State of Texas, particularly Subchapter C of Chapter 271, Texas Local Government Code (the "Certificate of Obligation Act of 1971 "), as amended, Articles 1175 and 1111 -1118 (inclusive), Vemon's Annotated Texas Civil Statutes, as amended, the City's Home Rule Charter and the Certificate Ordinance. The Certificates will constitute general obligations of the City payable from a continuing, direct annual ad valorem tax levied, within the limits prescribed by law, against all taxable property in the City. Additionally, the Certificates are payable from and secured by a limited pledge of not to exceed $1,000 in amount of surplus revenues of the City's waterworks and sewer system after payment of all operation and maintenance expenses or collections thereof, and all debt service, reserve, and other requirements in connection with all of the City's revenue bonds or other obligations (now or hereafter outstanding) which are payable from all or any part of the net revenues of the City's waterworks and sewer system. All taxable property within the City is subject to a continuing, direct annual ad valorem tax levied by the City sufficient to provide for the payment of principal of and interest on all obligations payable in whole or in part from ad valorem taxes, which tax must be levied within limits prescribed by law. Article XI, Section 5 of the Constitution of the State of Texas, applicable to the City, limits the maximum ad valorem tax rate to $2.50 per $100 assessed valuation. Administratively, the Attorney General of the State of Texas will permit allocation of 51.50 of the $2.50 maximum tax rate for general obligation debt service. The City reserves the right, at its option, to redeem Certificates having stated maturities on and after June 1, 2006, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on June 1, 2005, or any date thereafter, at the par value thereof plus accrued interest to the date fixed for redemption. If less than all of the Certificates are to be redeemed the particular maturities to be redeemed shall be selected and designated by the City and if less than all of a maturity is to be redeemed, the Paying AgentfRegistrar shall determine by lot the Certificates, or portions thereof, within such maturity to be redeemed. If a Certificate (or any portion of the principal sum thereof) shall have been called for redemption and notice of such redemption shall have been given, such Certificate (or the principal amount thereof to be redeemed) shall become due and payable on such redemption date and interest thereon shall cease to accrue from and after the redemption date provided funds for the payment of the redemption price and accrued interest thereon are held by the Paying Agent/Registrar on the redemption date. Not less than 30 days prior to a redemption date for the Certificates, the City shall cause a notice of redemption to be sent by the Paying Agent/Registrar by United States mail, first-class, postage prepaid, to each registered owner of a Certificate to be redeemed, in whole or in part, at the address of the registered owner appearing on the registration books of the Paying Agent/Registrar at the close of business on the 45th day prior to the redemption date. Any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the registered owner. Mandatory Sinking Fund Redemption The Certificates maturing on and are subject to mandatory sinking fund redemption prior to maturity in the following amounts, on the following dates and at a price of par plus accrued interest to the redemption date: Certificates maturing Redemption Date Principal Amount Book - Entry -Only System • Preliminary, subject to change. Certificates maturing Redemption Date Principal Amount The principal amount of the Certificates required to be redeemed pursuant to the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option of the City, by the principal amount of any Certificates of the stated maturity which, at least 50 days prior to a mandatory redemption date, (1) shall have been acquired by the City, at a price not exceeding the principal amount of such Certificates plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and cancelled by the Paying Agent/Registrar at the request of the City, with monies in the Interest and Sinking Fund at a price not exceeding the principal amount of the Certificates plug 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 such mandatory sinking fund redemption a written notice of such redemption shall be given to the registered owner of each Certificate or a portion thereof being called for redemption by depositing such notice in the United States mail, postage prepaid, addressed to each such registered owner at the address thereof as shown on the registration books of the Paying Agent/Registrar. The Depository Trust Company ( "DTC "), New York, New York, will act as securities depository for the Certificates The Certificates will be issued as fully- registered securities registered in the name of Cede & Co. (DTC's partnership nominee). One fully- registered certificate will be issued for each maturity of the Certificates in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC is a limited - purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants ( "Direct Participants ") deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledgee, in deposited securities through electronic computerized book -entry changes in Participants' accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ( "Indirect Participants "). The Rules applicable to DTC and its Participants are on file with the Securities and Exchange Commission. 2 Purchases of Certificates under the DTC Book - Entry -Only System must be made by or through Direct Participants, wbieh will receive a eredit for the Certificates on DTC's records. The ownership interest of each actual purchaser of each Certificate ( "Beneficial Owner ") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interest in the Certificates are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Certificates, except in the event that use of the Book -Entry-Only System for the Certificates is discontinued. To facilitate subsequent transfers, all Certificates deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. The deposit of Certificates with DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Certificates; DTC's records reflect only the identity of the Direct Participants to whose accounts such Certificates are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to Cede Si Co. If less than all of the Certificates within a maturity are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. will consent or vote with respect to the Certificates. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Certificates are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments on the Certificates will be made to DTC. DTC's practice is to credit Direct Participants' accounts on payable date in accordance with the respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment on payable date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Paying Agent/Registrar or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to DTC is the responsibility of the City, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Certificates at any time by giving reasonable notice to the City. Under such circumstances, in the event that a successor securities depository is not obtained, Certificates are required to be printed and delivered. The City may decide to discontinue use of the system of book -entry transfers through DTC (or a successor securities depository). In that event, physical Certificates will be printed and delivered to the Beneficial Owners. Use of Certain Terms in Other Sections of this Official Statement. In reading this Official Statement it should be understood that while the Certificates are in the Book -Entry-Only System, references in other sections of this Official Statement to registered owners should be read to include the person for which the Participant acquires an interest in the Certificates, but (i) all rights of ownership must be exercised through DTC and the Book - Entry-Only System, and (ii) except as described above, notices that are to be given to registered owners under the Ordinance will be given only to DTC. Information concerning DTC and the Book - Entry-Only System has been obtained from DTC and is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by the City or the Underwriter. Paying Agent/Registrar The initial Paying Agent/Registrar is Frost National Bank, N.A., Austin, Texas. In the Certificate Ordinance, the City retains the right to replace the Paying Agent/Registrar. The City covenants to maintain and provide a Paying Agent/Registrar at all times while the Certificates are outstanding and any successor Paying Agent/Registrar shall be a competent and legally qualified bank, trust company, financial institution or other agency to act as and perform the services of Paying Agent/Registrar for the Certificates. Upon any change in the Paying Agent/Registrar for the Certificates, the City agrees to promptly cause a written 3 notice thereof to be sent to each registered owner of the Certificates by United States mail, first- class, postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Transfer, Exchange and Registration In the event the Book - Entry-Only System should be discontinued, the Certificates may be transferred and exchanged on the registration books of the Paying Agent/Registrar only upon presentation and surrender thereof to the Paying Agent/Registrar and such transfer or exchange shall be without expense or service charge to the registered owner, except for any tax or other governmental charges requ to be paid with respect to such registration, exchange and transfer. A Certificate may be assigned by the execution of an assignment form on the Certificate or by other instrument of transfer and assignment acceptable to the Paying Agent/Registrar. A new Certificate or Certificates will be delivered by the Paying Agent/Registrar, in lieu of the Certificate being transferred or exchanged, at the principal office of the Paying Agent/Registrar, or sent by United States mail, first -elass, postage prepaid, to the new registered owner or his designee. To the extent possible, new Certificates issued in an exchange or transfer of Certificates will be delivered to the registered owner or assignee of the registered owner in not more than three business days after the receipt of the Certificates to be cancelled, and the written instrument of transfer or request for exchange duly executed by the registered owner or his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. New Certificates registered and delivered in an exchange or transfer shall be in any integral multiple of $5,000 for any one maturity and for a like aggregate principal amount as the Certificate or Certificates surrendered for exchange or transfer. See "Book - Entry-Only System" herein for a description of the system to be utilized initially in regard to ownership and transferability of the Certificates. Limitation on Transfer of Certificates Called for Redemption Neither the City nor the Paying Agent/Registrar shall be required to transfer, convert or exchange any Certificate (i) during the period commending with the close of business on any Record Date, hereafter defined, and ending with the opening of business on the next following principal or interest payment date or (ii) called for redemption, in whole or in part, within 45 days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the registered owner of the uncalled balance of a Certificate. Record Date for Interest Payment The record date ( "Record Date ") for the interest payable on any interest payment date means the close of business on the 15th business day of the preceding month. In the event of a non- payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date ") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment dare of the past due interest ( "Special Payment Date , which shall be 15 days after the Special Record Date) shall be sent et 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 of a Certificate appearing on the registration books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. Uses of Certificate Proceeds It is anticipated the proceeds from the sale of the Certificates will be used for the following projects: (I) purchase and improve a municipal golf course known as Forest Creek Golf Course located within the City limiter "; (2) reimburse the City for the acquisition of a joint City/Round Rock Independent School District maintenance yard site; (3) fund improvements related to the maintenance yard site; (4) purchase fun equipment including a fire truck; and (5) pay professional services for fiscal, engineering, architectural and legal fees in connection therewith including the payment of costs of issuance. (I) The Forest Creek Golf Course was originally financed through a "subject to appropriation" lease- purchase /certificate of participation transaction in December 1989. The purchase of the golf course will complete a tender offer initiated by the City to provide for the payment of such certificates of participation. Holders' Remedies Although a Certificateholder could presumably obtain a judgment against the City if a default occurred in the payment of principal of or interest on the Certificates, such judgment could not be satisfied by execution against any property of the City. The Certificateholder's only practical remedy if a default occurs is a mandamus or mandatory injunction proceeding to compel the City 4 Council to levy, assess and collect an annual ad valorem tax, within the limits prescribed by law sufficient to pay principal of and interest on the Certificates as it becomes due. The Certificateholdor could be required to enforce such remedy on a periodic basis. The enforcement or claim for payment of principal of or interest on the Certificates, including the remedy of mandamus, and the validity of the pledge of taxes, would be subject to the applicable provisions of the federal bankruptcy laws and to other laws affecting the rights of creditors of political subdivisions generally. - - - SOURCES AND USES OF FUNDS The proceeds from the Certificates will be applied approximately as follows: Sources: Proceeds from Sale of Certificates Accrued Interest Issuer Cash Contribution Total Sources of Funds Uses: Underwriter's Discount Deposit to Debt Service Fund Deposit to Project Construction Fund Deposit to Golf Course Purchase Fund Estimated Costs of Issuance Bond Insurance Premium Contingency Total Uses of Funds BOND INSURANCE 5 The City has submitted applications for municipal bond insurance with commercial carriers. The City expects to receive a commitment from a provider of such insurance and reserves the right to insure the Certificates if the City determines that such insurance is economically beneficial to the City. Ad Valorem Tax Law TAX INFORMATION The appraisal of property within the City is the responsibility of the Williamson County Appraisal District (the "Appraisal District "). Excluding agricultural and open -space land, which may be taxed on the basis of productive capacity, the Appraisal District is required under the Texas Tax Code to appraise all property within the Appraisal District on the basis of 100% of its market value and is prohibited from applying any assessment ratios. The value placed upon property within the Appraisal District is subject to review by an Appraisal Review Board, consisting of three members appointed by the Board of Directors of the Appraisal District. The Appraisal District is required to review the value of property within the Appraisal District at (east every three years. The City may require annual review at its own expense, and is entitled to challenge the determination of appraised value of property within the City by petition filed with the Appraisal Review Board. Reference is made to the Texas Tax Code, Vernon's Texas Codes Annotated, for identification of property subject to taxation; property exempt or which may be exempted from taxation, if claimed; the appraisal of property for ad valorem taxation purposes; and the procedures and limitations applicable to the levy and collection of ad valorem taxes. Article VIII of the State Constitution ( "Article VIII ") and State law provide for certain exemptions from property taxes, the valuation of agricultural and open -space lands at productivity value, and the exemption of certain personal property from ad valorem taxation. Under Section 1 -b of Article VIII and State law, the governing body of a political subdivision, at its option, may grant: (1) An exemption of not less than $3,000 of the market value of the residence homestead of persons 65 years of age or older and the disabled from all ad valorem taxes thereafter levied by the political subdivision; (2) An exemption of up to 20% of the market value of residence homesteads; minimum exemption 55,000. In the case of residence homestead exemptions granted under Section 1 -b of Article VIII, ad valorem taxes may continue to be levied against the value of homesteads exempted where ad valorem taxes have previously been pledged for the payment of debt if cessation of the levy would impair the obligation of the contract by which the debt was created. State law and Section 2 of Article VIII mandate an additional property tax exemption for disabled veterans or the surviving spouse or children of a deceased veteran who died while on active duty in the armed forces; the exemption applies to either real or personal property with the amount of assessed valuation exempted ranging from 51,500 to a maximum of 53,000. Article VIII provides that eligible owners of both agricultural land (Section 1-d) and open -space land (Section l -d -1), including open -space land devoted to farm or ranch purposes or open -space land devoted to timber production, may elect to have such property appraised for property taxation on the basis of its productive capacity. The same land may not be qualified under both Section 1-d and 1-d -1. Nonbusiness personal property, such as automobiles or light trucks, are exempt from ad valorem taxation unless the governing body of a political subdivision elects to tax this property. Boats owned as nonbusiness property are exempt from ad valorem taxation. Section 1-j of Article VIII provides for " freeport property" to be exempted from ad valorem taxation. Freeport property is defined as goods detained in Texas for 175 days or less for the purpose of assembly, storage, manufacturing, processing or fabrication. The exemption became effective for the 1990 -91 fiscal year and thereafter unless action to tax such property has been taken prior to April 1, 1990. Decisions to continue to tax may be reversed in the future; decisions to exempt freeport property are not subject to reversal. The City has taken action to tax freeport property. The City and the other taxing bodies within its territory may agree to jointly create tax increment financing zones, under which the tax values on property in the zone are "frozen" at the value of the property at the time of creation of the zone. The City has not created a tax increment financing zone. The City also may enter into tax abatement agreements to encourage economic development. Under the agreements, a property owner agrees to construct certain improvements on its property. The City in turn agrees not to levy a tax on all or part of the increased value attributable to the improvements until the expiration of the agreement. Tax abatement agreements could last for a period of up to 10 years. The City has adopted a tax abatement policy. The City has granted abatements under three agreements, covering total property currently valued at 516,759,334, of three years, five years and ten years each. These agreements will expire during 1998, 1998 and 2004, respectively. 6 The Texas Tax Code as k Applies to the City The City grants an exemption to the market value of the residence homestead of persons 65 years of age or older of 522,000; the disabled are also granted an exemption ranging from 51,500 to $3,000. The City has not granted an additional exemption of 20% of the market value of residence homesteads. Ad valorem taxes are not levied by the City against the exempt value of residence homesteads for the payment of debt. The City does not tax nonbusiness vehicles; and Round Rock Independent School District collects taxes for the City. Valuation, Exemptions and Debt Obligations 1994 Total Appraised Value Established by Williamson County Appraisal District 51,537,643,094 Less Totally Exempt Property 99,382,319 1994 Market Valuation Established by Williamson County Appraisal District 51,438,260,775 Less Exemptions /Reductions at 100% of Market Value: Over 65 and Disabled Homestead Exemptions oo $ 14,391,816 Disabled Veterans Exemptions ° 416,470 Open -Space Land Use Reductions t't 19,212,872 34,021,158 1994 Taxable Assessed Valuation 51,404,239,617 City Funded Debt Payable from Ad Valorem Taxes: General Purpose Obligations (as of 1- 31 -95) The Certificates Less Self - Supporting Debt: Waterworks and Sewer System General Obligation Bonds Combination Tax and Revenue Certificates of Obligation 7 $ 38,261,000 7,985,000 Funded Debt Payable from Ad Valorem Taxes $ 46,246,000 $ 10,881,404 325 000 11,206,404 Net Funded Debt Payable From Ad Valorem Taxes $ 35,039,596 Interest and Sinking Fund (as of 1- 31 -95) $ 2,407,570 Ratio of Funded Debt to 1994 Taxable Assessed Valuation 3.29% Ratio of Net Funded Debt to 1994 Taxable Assessed Valuation 2.49% 1995 Estimated Population - 41,650 Per Capita Fiscal 1995 Taxable Assessed Valuation - $33,715 Per Capita Funded Debt - $1,110 Per Capita Net Funded Debt - 5841 (1) Pursuant to authority permitted by Section 1 -11 of Article VIII, the City, beginning in 1975, has granted a property tax exemption to the residence homestead of property owners over 65 years of age. (2) The Legislature, pursuant to a constitutional amendment and Section 11.22 of the Texas Tax Code, mandated an additional property tax exemption, beginning in 1976, for disabled veterans or the surviving spouse or children of a deceased veteran who died while on active duty in the armed forces. The exemption from taxation applies to either real or personal property with the amount of Assessed Valuation exempted ranging from 51,500 to 53,000, dependent upon the amount of disability or whether the exemption is applicable to a surviving spouse or children. (3) Reduction made to the appraised value of productive agricultural and open -space land under the provisions of Sections 1-d and 1 -d-1 of Article VIII. Taxable Assessed Valuations by Category Category Real, Residential, Single - Family Real, Residential, Multi - Family Real, Vacant Lots/Tracts Real, Acreage (Land Only) Real, Fann and Ranch Improvements Real, Commercial Real and Tangible Personal, Utilities, Other Tangible Personal, Commercial/Industrial Tangible Personal, Other Real Property, Inventory Total Appraised Value Before Exemptions Less: Total Exemptions/Reductions Taxable Assessed Value Category Real, Residential, Single - Family Real, Residential, Multi - Family Real, Vacant Lots/Tracts Real, Acreage (Land Only) Real, Farm and Ranch Improvements Real, Commercial Real and Tangible Personal, Utilities, Other Tangible Personal, Commercial/Industrial Tangible Personal, Other Real Property, Inventory Total Appraised Value Before Exemptions Less: Total Exemptions /Reductions Taxable Assessed Value Amount $ 832,524,130 116,344,182 50,058,590 48,650,999 2,336,633 195,420,480 32,387,477 160,535,656 2,658 0 $ 1,438,260,775 34,021,158 $ 1,404,239,617 Taxable Appraised Value For Fiscal Year Ended September 30, 1995 1994 1993 % of Total 57.88% 8.09% 3.48% 3.38% 0.16% 13.59% 2.25% 11.16% 0.00% 0.00% 100.00% Amount $ 606,451,376 93,004,600 17,594,492 29,478,200 2,095,627 171,042,557 29,447,478 176,403,714 33,716 10,618,350 $ 1,136,170,110 57,920,983 $ 1,078,249,127 % of Total 53.38% 8.19% 1.55% 2.59% 0.18% 15.05 % 2.59% 15.53% 0.00% 0.93% 100.00% Taxable Appraised Value for Fiscal Year Ended September 30, 1992 1991 % of % of Amount Total Amount Total $ 426,931,083 49.56% $ 443,598,117 48.51% 67,217,461 7.80% 63,491,560 6.94% 20,607,390 2.39% 27,916,838 3.05% 37,682,663 4.37% 70,725,795 7.73% 2,330,637 0.27% 2,712,800 0.30% 166,388,077 19.31% 175,119,785 19.15% 27,482,205 3.19% 27,138,604 2.97% 103,106,059 11.97 % 92,145, 831 10.0856 17,813 0.00% 25,062 0.00% 9,712,727 1.13% $ 11,517,495 1.26% $ 861,476,115 100.00% 914,391,887 100.00% 24,890,509 $ 49,595,624 $ 836,585,606 $ 864,796,263 Note: The values shown in this table are calculated at the beginning of each tax year and are subject to appeal. Source: Williamson County Appraisal District and State Property Tax Board Reports 1991 -1995. Amount $ 475,255,003 72,958,283 17,537,052 27,486,354 2,243,465 139,661,990 36,117,918 191,877,802 38,964 8,384.000 $ 971,560,831 57,140,295 $ 914.420,536 % of Total 48.92% 7.51% 1.81% 2.83% 0.23% 14.38% 3.72% 19.75% 0.00% 0.86% 100.00% Valuation and Funded Debt History Funded - Ratio Funded Fiscal - Per Capita Debt - Debt to Year Estimated Taxable Taxable Outstanding Per Capita Taxable Ended City Assessed Assessed at End of Funded Assessed 9 -30 Popu Valuation Valuation - Year Debt Valuation 1987 29,179 $ 1,170,066,819 $ 40,100 $ 44,020,000 $1,508.62 3.76% 1988 30,352 1,208,589,028 39,819 44,693,000 1,472.49 3.70% 1989 30,639 1,164,006,659 37,991 43,251,000 1,411.63 3.72% 1990 30,923 1,052,509,796 34,036 43,000,700 1,390.57 4.09% 1991 32,213 934,207,091 29,001 41,038,200 1,273.96 4.39% 1992 33,769 836,585,606 24,774 38,738,400 1,147.16 4.63% 1993 36,139 914,420,536 ° 25,303 40,961,100 1,133.43 4.48% 1994 39,460 1,078,249,127 27,325 38,261,000 969.61 3.55% 1995 41,650 1,404,239,617 0 33,715 43,114,000 1,035.15° 3.07 %t (1) Revaluation. (2) Valuation by Williamson County Appraisal District, as of 2/95. (3) Includes the Certificates; preliminary, subject to change. Tax Rate, Levy and Collection History Fiscal Year Distribution Ending Tax General Interest and % Current % Total 9 -30 Rate Fund Sinking Fund Tax Levy Collections Collections 1984 $0.57060 50.30480 $0.26580 $ 2,229,122 97.19% 99.00% 1985 0.57060 0.37030 0.20030 2,660,975 97.55% 99.69% 1986 0.39850 0.21080 0.18770 4,166,298 92.06% 93.33% 1987 0.42690 0.22450 0.20240 4,995,015 94.99% 98.77% 1988 0.42500 0.19410 0.23090 5,136,516 94.54% 100.10% 1989 0.42000 0.15460 0.26540 4,888,828 96.88% 102.29% 1990 0.48360 0.18740 0.29620 4,961,926 94.00% 100.15% 1991 0,54910 0.22620 0.32290 5,135,656 97.62% 99.69% 1992 0.62480 0.27540 0.34940 5,399,266 98.35% 99.80% 1993 0.62459 0.28500 0.33959 5,709,316 97.06% 100.65% 1994 0.56924 0.24668 0.32256 6,137,825 99.83% 101.59% 1995 0.48896 0.21107 0.27789 6,900,574 82.64 %P 83.39e (1) As of January 31, 1995. Source: City of Round Rock. Property within the City is assessed as of January 1 of each year (except for business inventory which may, at the option of the taxpayer, be assessed as of September 1); taxes become due October 1 of the same year, and become delinquent on February 1 of the following year. Split payments are not permitted. Discounts are not allowed. Taxpayers 65 years old or older are permitted by State law to pay taxes on homesteads in four installments with the fast due on February 1 of each year and the final installment due on August 1. Charges for penalty and interest on the unpaid balance of delinquent taxes are made as follows: Month Penally Interest Total February 6% 1% 7% March 7% 2% 9% April 8% 3% 11% May 9% 4% 13% June 10% 5% 15% July 12% 6% 18% 9 Debt Service Requirements Fiscal % of Year Ending Outstanding General Obligation Debt Requirements The Cerl ificales' Grand Total Principal 30-Sep Prncipal Interest Total Principal Interest Total Requirements Retired 1995 $ 3,132000 $ 2,130,258 $ 5,262,258 $ $ - $ $ 5,262,258 1996 $ 3,372,000 $ 1,898,592 5 5,270,592 $ 30,000 $ 598,749 $ 628,749 $ 5,899,341 1997 $ 3,572,000 $ 1,691,682 $ 5,263,682 $ 140,000 $ 492,895 $ 632,895 S 5,896,577 1998 $ 3,792,000 $ 1,477,467 5 5,269,467 $ 145,000 $ 485,895 $ 630,895 5 5,900,362 1999 5 3,942,000 $ 1,248,437 $ 5,190,437 $ 155,000 $ 478,283 $ 633,283 $ 5,823,720 39.$3% 2000 $ 3,262,000 $ 1,056,730 $ 4 ,318,730 $ 160,000 $ 469,990 $ 629,990 $ 4,948,720 2001 $ 3,022,000 $ 895,060 $ 3,917,060 $ 170,000 $ 461,270 $ 631,270 0 4,548,330 2002 $ 2,777,000 $ 746,190 $ 3,523,190 5 180,000 $ 451,920 $ 631,920 $ 4,155,110 2003 $ 2,873,000 $ 605,740 $ 3,478,740 $ 195,000 $ 441,840 $ 636,840 $ 4,115,580 b 2004 $ 2,903,000 $ 459,245 5 3,362,245 $ 200,000 $ 430,823 $ 630,823 5 3,993,068 73.57% 2005 $ 2788,000 $ 304,732 $ 3,092,732 5 210,000 $ 419,423 $ 629,423 $ 3,722,155 .i 2006 $ 788,000 $ 155,787 $ 943,787 $ 225,000 $ 407,348 $ 632,348 $ 1,576,135 2 2007 $ 678,000 $ 113,525 $ 791,525 $ 240,000 $ 394,073 $ 634,073 5 1,425,598 0 2008 $ 665,000 $ 76,250 $ 741,250 5 250,000 $ 379,673 $ 629,673 $ 1,370,923 80 2009 $ 425,000 $ 39,675 $ 464,675 $ 265,000 $ 364,548 $ 629,548 $ 1,094,223 87.70% 2010 $ 270,000 $ 16,300 $ 286,300 $ 285,000 $ 348,383 $ 633,383 $ 919,683 *3, 2011 5 300,000 5 330,855 $ 630,855 5 630,855 0 2012 $ 320,000 5 312,255 $ 632,255 S 632,255 2013 $ 340,000 5 292,255 $ 632,255 $ 632,255 2014 $ 360,000 5 270,835 $ 630,835 5 630,835 91.75% 2015 $ 385,000 $ 247,975 $ 632,975 5 632,975 2016 5 255,000 $ 222,950 $ 477,950 $ 477,950 2017 5 270,000 $ 206,375 $ 476,375 $ 476,375 2018 5 290,000 $ 188,825 $ 478,825 $ 478,825 2019 $ 305,000 $ 169,975 $ 474,975 $ 474,975 95.00% 2020 $ 325,000 $ 150,150 $ 475,150 $ 475,150 2021 $ 350,000 $ 129,025 $ 479,025 $ 479,025 2022 $ 370,000 $ 106,275 $ 476,275 $ 476,275 2023 5 395,000 $ 82,225 $ 477,225 $ 477,225 2024 $ 420,000 $ 56,550 $ 476,550 $ 476,550 99.03% 2025 $ 450,000 $ 29,250 $ 479,250 $ 479,250 100.000 $ 38,261,000 $ 12,915,670 $ 51,176,670 $ 7,985,000 $ 9,420,884 $ 17,405,884 $ 68,582,554 ' Interest on the Certificates calculated using a Net Interest Cost of 6.4 %; preliminary, subject to change. Assessed Valuations, Tax Rates, Direct and Overlapping Funded Debt Payable From Ad Valorem Taxes and Authorized But Unissued Bonds of Overlapping Taxing Jurisd 1994 City's Authorized Taxable 1994 Estimated Overlapping But Unissued Assessed Tax Total % Funded Debt Debt As of Taxing Jurisdiction Valuation Rate Funded Debt Applicable As of 1 -31 -95 1 -31-95 City of Round Rock $ 1,404,239,617 $ 0.48896 $ 46,246,000 100.00% $ 46,246,000 $ 1,585,000 Round Rock Independent School District 4,577,338,174 1.42460 163,422,084 28.68% 46,869,454 74,435,000 Georgetown Independent School District 948,707,097 1.39000 27,144,937 0.03% 8,143 None Williamson County 5,828,702,270 0.29830 17,160,000 19.50% 3,346,200 None Travis County 26,003,112,759 0.55520 237,159,011 0.46% 1,090,931 147,312,000 Total Direct and Overlapping Funded Debt $ 97 560,728 Ratio of Direct and Overlapping Funded Debt to Taxable Assessed Valuation 6.95% Per Capita Overlapping Funded Debt $2,342.39 Expenditures of the various taxing bodies within the territory of the City are paid out of ad valorem taxes levied by these taxing bodies on properties within the City. These political taxing bodies are independent of the City and may incur borrowings to finance their expenditures. This statement of direct and estimated overlapping ad valorem tax bonds was developed from information contained in "Texas Municipal Reports" published by the Municipal Advisory Council of Texas. Except for the amounts relating to the City, the City has not independently verified the accuracy or completeness of such information, and no person should rely upon such information as being accurate or complete. Furthermore, certain of the entities listed may have issued additional bonds since the date stated above, and such entities may have programs requiring the issuance of substantial amounts of additional bonds the amount of which cannot be determined. This table reflects the estimated share of overlapping funded debt of the City. Interest and Sinking Fund Budget Projection Estimated General Obligation Debt Service Requirements, Fiscal Year Ending 9-30-95 $5,262,258 Interest and Sinking Fund, 9 -30-94 $718,117 1995 Interest and Sinking Fund Tax Levy ® 95% Collection - - $3,725,704 Estimated Transfer from Utility System $1,848,594 Estimated Investment Income (Fiscal 1995) $66,000 Estimated Balance, 9 -30-95 $1,096,157 (1) Includes "the Certificates ". Computation of Self - Supporting Debt Net Revenue from the City's water and sewer system, Fiscal Year Ended 1994 $6,909,600 Less: Revenue Bond Debt Service Requirements, 1994 Fiscal Year 1,782,600 Balance Available for Other Purposes $5,127,000 Water and Sewer System General Obligation Debt Requirements, 1995 Fiscal Year 1.848.303 Balance $3,278,697 Percentage of Water and Sewer System General Obligation Debt Self- Supporting 100% Authorized But Unissued General Obligation Bonds Amount Date Amount Heretofore Unissued Purpose Authorized Authorized Issued Balance North Fork Water and Sewer Project 9 -06-80 $ 10,000,000 $ 8,415,000 $ 1,585,000 Anticipated Issuance of General Obligation Debt Other than the Certificates, the City currently anticipates voting to fund projects totaling between $8 -12 million within the next 12 months. Funded Debt Limitation No direct funded debt limitation is imposed on the City under current State law or the City's Home Rule Charter. Article XI, Section 5 of the State Constitution is applicable to the City, and limits the maximum ad valorem tax rate to $2.50 per 3100 assessed valuation for all City purposes. The City operates under its Home Rule Charter which adopts the constitutional provisions. Other Obligations The annual requirements to amortize the City's lease- purchase agreements to maturity are as follows: Year Ended September 30, Pri Interest Total 1995 1208,728 122,654 S231,382 1996 183,346 13,330 196,676 1997 105,155 4,103 109.258 $497,229 4$ 0.087 8537,316 13 Pension Fund The City provides pension benefits to eligible employees through a nontraditional, joint contributory, defined contribution plan (the "Plan ") in the state -wide Texas Municipal Retirement System ( "TMRS ") which is an agent multiple - employer public employee retirement system that administers over 500 individual retirement plans for municipalities statewide. TMRS is governed by State statute and is administered by SIX trustees appointed by the Governor of the State. TMRS operates independently of its member cities. The Plan provisions are adopted by the governing body of the City within the options available in the State statutes governing TMRS and within the actuarial constraints also contained in such statutes. Options offered under TMRS that have been adopted by the City include current and updated service credits, ten year vesting, and supplemental disability and death benefits. All permanent, full-time City employees who were less than 55 years of age when employed are covered by TMRS. By City ordinance, the required contribution rate for covered employees is currently 5%. Participants can retire at age 60 with 10 years of service, at age 50 with 25 years of service or at any age with 28 years of service. When the City periodically adopts updated service credits and increases in annuities, the increase unfunded actuarial liability is to be amortized over a new 25 year period. Currently the unfunded liability is 8766,768. The City's contribution for 1994 was 8435,128 and the employee's contribution was $385,613. 14 General Fund Revenues and Expenditures Expenditures General Government Public Safety Public Works Culture and Recreation Total Expenditures Excess (Deficiency) of Revenues over Expenditures Budgeted Transfers InC Budgeted Transfers Out Total Transfers Source: City of Round Rock Finance Department. FINANCIAL INFORMATION For Fiscal Year Ended September 30, Revenues - 1994 1993 1992 1991 1990 Taxes 9,322,242 7,910,542 $ 6,561,912 $ 5,720,473 $ 5,515,700 Licenses and Permits - 583,935 387,776 266,380 124,831 - 105,976 Charges for Service 765,287 629,454 501,081 436,006 404,856 Fines and Forfeitures 632,967 520,159 405,803 414,434 445,780 Miscellaneous 394,190 694,793 373,488 2.236,470 381,406 Total Revenues $11,698 621 10,142,724 $ 8,108,664 $ 8,932,214 $ 6,853,718 (1) Includes $1,933,333 in proceeds from a lawsuit settlement. (2) Includes lease purchase financing proceeds for fiscal 1994. $ 2,571,601 $ 2,118,627 $ 2,013,830 $ 1,886,910 $ 2,168,286 4,641,358 4,411,114 3,538,469 3,206,284 2,787,898 1,871,751 1,919,195 1,587,165 1,532,079 1,437,816 1,798.141 1,611,799 1,352,009 1,319.716 1.096.273 $10,882,851 $10,060,735 $ 8,491,473 $ 7,944,989 $ 7,490,273 $ 815 770 $ 81,989 $ (382,809) $ 987 225 $ (636,555) $ 1,200,000 $ 1,139,000 $ 924,880 $ 845,988 $ 665,765 (801,409) (431,200) (993,555) -0- -0-) $ 398 591 $ 707,800 $ (68,675) $ 845,988 $ 665,765 Net Increase (Decrease) $ 1,214,361 $ 789,789 $ (451,484) $ 1,833,213 $ 29,210 Other Miscellaneous Adjustments -0- -0- -0- -0- -0.) Beginning Fund Balance 5,119 893 4.330,104 4,781,588 2 948 375 2,919,165 Ending Fund Balance $ 6,354 254 $ 5,119,893 $ 4,330,104 $ 4,781,588 $ 2,948,375 15 Municipal Sales Tax History The City has adopted the Municipal Sales and Use Tax Act, Chapter 321, Texas Tax Code, which grants the City the power to impose and levy a 1% Local Sales and Use Tax within the City; the proceeds are credited to the City's General Fund and are not pledged to the payment of the Certificates. In 1987, City voters authorized an additional to cent sales tax for the purpose of ad valorem tax reduction. Effective 1988, the total municipal sales tax levy was 1.5 %. Collections and enfoncements are effected through the offices of the Comptroller of Public Accounts of the State of Texas, who remits the proceeds of the tax, after deduction of a 2% service fee, to the City monthly. Revenue from this source, for the years shown, has been: Fiscal Year % of Equivalent of Ended Total Ad Valorem Ad Valorem Per 9 -30 Collected Tax Levy Tax Rate Canitat» 1985 $ 1,662,233 40.52% $ 0.1609 $ 65.96 1986 1,707,427 40.98% 0.1683 63.66 1987 1,555,406 51.14% 0.1329 53.31 1988 2,096,186 41.62% 0.1729 69.06 1989 2,495,177 51.04% 0.2144 81.44 1990 2,815,981 54.83% 0.3014 91.06 1991 2,851,861 55.59% 0.3024 88.53 1992 3,231,220 59.85% 0.3862 95.69 1993 4,159,852 72.86% 0.4549 115.11 1994 5,069,127 82.59% 0.4701 128.46 (1) Based on estimated or U. S. Census population for all years. Financial Administration The financial administration of the City is vested in the Departrnent of Finance. The Department of Finance operates under the Director of Finance, who is appointed by the City Manager. Required activities of the Department of Finance are control, custody, investment and disbursement of City funds, data processing, utility billing and collections, city wide purchasing, annual budget preparation and interim and annual financial reports. Financial Policies Basis of Accounting . . .The City's accounting records of the governmental fund revenues and expenditures are recognized on the modified accrual basis. Revenues are recognized in the accounting period in which they are available and measurable. Expenditures are recognized in the accounting period in which the fund liability is incurred, if measurable, except for unmatured interest on general long -term debt. The accrual basis of accounting is utilized by proprietary funds. Under the accrual basis of accounting, revenues are recognized in the accounting period in which they are earned and become measurable. Expenses are recorded in the accounting period incurred, if measurable. General Fund Balance . .The City policy is to maintain working capital resources at a minimum of three (3) months of the General Fund operating expenditure budget. This allows the City to avoid interim borrowing pending tax receipts and provides flexibility should actual revenues fall short of budget estimates. Use of Bond Proceeds, Grants, etc . . .The City's policy is to use bond proceeds, grants, revenue sharing or other non- recurring revenues for capital expenditures only. Such revenues are never to be used to fund City operations. Budgetary Procedures . . .The City Charter establishes the fiscal years as the twelve -month period beginning October 1. The departments submit to the City Manager a budget of estimated expenditures for the ensuing fiscal year by the first of August. The City Manager subsequently submits a budget of estimated expenditures and revenues to the City Council by August 31. The City Council then holds public hearings on the budget after giving at least seven days notice of the hearing in the official newspaper of the City. The City Council shall then make any changes in the budget as it deems advisable and adopts a budget not later than the 27th day of the last month of the fiscal year. During the fiscal year, budgetary control is maintained by the review of departmental appropriation balances with purchase orders prior to their release to vendors. 16 Departmental appropriation that have not been encumbered lapse at the end of the fiscal year. Therefore, funds that were budgeted and not used by the departments during the fiscal year are not available for their use unless appropriated by the City Council in the ensuing fiscal year's budget. INVESTMENT AUTHORITY AND INVESTMENT PRACTICES OF THE CITY The City invests its investable funds in securities and investments prescribed by the Texas Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended (the "Investment Act"). The Investment Act requires that the City establish an investment policy to ensure that City funds are invested only in accordance with State law. The City has established a written investment policy. The City's investments are managed by its Director of Finance, who reports to the City Manager. The Investment Act requires that investments be made with the judgment and care, under prevailing circumstances, that a person of prudence, discretion and intelligence would exercise in the management of his or her own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived. The Investment Act requires that investment policies be written, primarily emphasize safety of principal and liquidity, and address investment diversification, yield and maturity and the quality and capability of investment management. The City's investment policies meet these criteria. The Investment Act and other state laws provide that political subdivisions in the State may invest in, (i) direct obligations of the United States or its agencies and instrumentalities, (ii) direct obligations of the State or its agencies, (iii) other obligations unconditionally guaranteed or insured by or backed by the full faith and credit of the State, the United States or its agencies and instrumentalities, (iv) obligations of states and political subdivisions of any state which are rated as to investment quality at least "A" or its equivalent by a nationally recognized investment rating firm, (v) certificates of deposit issued by state and national banks or savings and loan associations domiciled in the State, (vi) prime domestic banker's acceptances, (vii) commercial paper with a stated maturity of 270 days or less that meets certain rating criteria, generally A -1, P -1, (viii) fully collateralized repurchase agreements having a defined termination date which are secured by obligations described in clause (i) that are pledged to the City and deposited with a third party, (ix) no load money market mutual funds which are regulated by the Federal Securities and Exchange Commission with a dollar weighted average stated portfolio maturity of 90 days or less and whose objectives include seeking to maintain a stable asset value of $1.00 per share, (x) an eligible public funds investment pool, (xi) bonds issued, assumed, or guaranteed by the State of Israel, and (xii) a qualified common trust fund or comparable investment device that is owned or administered by a Texas - domiciled bank and consists exclusively of obligations described above. The City may invest in such obligations directly or through government investment pools that invest solely in such obligations. The City is currently invested in a portfolio of U.S. Treasury securities, Federal Home Loan Bank Discount Notes, Federal Farm Credit Bank Discount Notes, Federal Home Loan Mortgage Corporation Discount Notes, Federal National Mortgage Assn. Discount Notes and a government investment pool (Texpoot) which complies with the above -noted legal investment criteria. Under City investment criteria, other securities or investment instruments may be added to the City's investment portfolio which are approved under state law as authorized investments for municipal governments and which are further approved by the City Attorney and the Director of Finance. Furthermore, the assets of the City shall be invested in instruments whose maturities do not exceed two years from the time of purchase. The City's investment portfolio is generally representative of the City's investment practices although the City has in the past or may in the future also invest in other investments approved by the City Council which meet the above -noted legal criteria. State law does not require the City to periodically mark its investments to market price, but it is the City's practice to value its investments at least quarterly. Based upon the most recent valuation of its investments which occurred January 31, 1995, the City reports its investments totaling $39,763,488, in purchase cost had a market value of $39,920,643 or 100.4% of book value. TAX MATTERS Opinion On the date of initial delivery of the Certificates, McCall, Parkhurst & Horton L.L.P., Austin, Texas, Bond Counsel, will render their opinion that, in accordance with statutes, regulations, published rulings and court decisions existing on the date thereof, (1) interest on the Certificates for federal income tax purposes will be excludable from the "gross income of the holders thereof and (2) the Certificates will not be treated as "private activity bonds" the interest on which would be included as an alternative minimum tax preference item under section 57(a)(5) of the Internal Revenue Code of 1986 (the "Code "). Except as stated above, Bond Counsel will express no opinion as to any other federal, state or local tax consequences of the purchase, ownership or disposition of the Certificates. (See Appendix C — "Form of Opinion of Bond Counsel "). In rendering their opinion, Bond Counsel will rely upon (a) the City's no- arbitrage certificate, and (b) covenants of the City with respect to arbitrage, the application of the proceeds to be received from the issuance and sale of the Certificates and certain other matters. Failure of the City to comply with these representations or covenants could cause the interest on the Certificates to become includable in gross income retroactively to the date of issuance of the Certificates. 17 The law upon which Bond Counsel have based their opinion is subject to change by the Congress and to subsequent judicial and administrative interpretation by the courts and the Department of the Treasury. There can be no assurance that such law or the interpretation thereof will not be changed in a manner which would adversely affect the tax treatment of the purchase, ownership or disposition of the Certificates. Federal Income Tax Accounting Treatment of Original Issue Discount - - - - - The initial public offering price to be paid for the Certificates, as stated on the inside front cover of the Official Statement, (the "Original Issue Discount Certificates ") may be less than the principal amount thereof. The difference between (1) the amount payable at the maturity of each Original Issue Discount Certificate, and (ii) the initial offering price to the public of such Original Issue Discount Certificate constitutes original issue discount with respect to such Original Issue Discount Certificate in the hands of any owner who has purchased such Original Issue Discount Certificate in the initial public offering of the Certificates. Under existing law, such initial owner is entitled to exclude from gross income (as defined in section 61 of the Code) an amount of income with respect to such Original Issue Discount Certificate equal to that portion of the amount of such original issue discount allocable to the period that such Original Issue Discount Certificate continues to be owned by such owner. For a discussion of certain collateral federal tax consequences, see discussion set forth below. In the event of the redemption, sale or other taxable disposition of such Original Issue Discount Certificate prior to stated maturity, however, the amount realized by such owner in excess of the basis of such Original Issue Discount Certificate in the hands of such owner (adjusted upward by the portion of the original issue discount allocable to the period for which such Original Issue Discount Certificate was held by such initial owner) is includable in gross income. Under existing law, the original issue discount on each Original Issue Discount Certificate is accrued daily to the stated maturity thereof (in amounts calculated as described below for each six-month period ending on the date before the semiannual anniversary dates of the date of the Certificates and ratably within each such six -month period) and the accrued amount is added to an initial owner's basis for such Original Issue Discount Certificate for purposes of determining the amount of gain or loss recognized by such owner upon the redemption, sale or other disposition thereof. The amount to be added to basis for each accrual period is equal to (a) the sum of the issue price and the amount of original issue discount accrued in prior periods multiplied by the yield to stated maturity (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period) less (b) the amounts payable as current interest during such accrual period on such Original Issue Discount Certificate. The federal income tax consequences of the purchase, ownership, redemption, sale or other disposition of Original Issue Discount Certificates which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those described above. All owners of Original Issue Discount Certificates should consult their own tax advisors with respect to the determination for federal, state and local income tax purposes of the treatment of interest accrued upon redemption, sale or other disposition of such Original Issue Discount Certificates and with respect to the federal, state, local and foreign tax consequences of the purchase, ownership, redemption, sale or other disposition of such Original Issue Discount Certificates. Collateral Federal Income Tax Consequences The following discussion is a summary of certain collateral federal income tax consequences resulting from the purchase, ownership or disposition of the Certificates. This discussion is based on existing statutes, regulations, published rulings and court decisions, all of which are subject to change or modification, retroactively. The following discussion is applicable to investors, other than those who are subject to special provisions of the Code, such as financial institutions, property and casualty insurance companies, life insurance companies, individual recipients of Social Security or Railroad Retirement benefits, certain S corporations with Subchapter C earnings and profits and taxpayers who may be deemed to have incurred or continued indebtedness to purchase tax-exempt obligations. INVESTORS, INCLUDING THOSE WHO ARE SUBJECT TO SPECIAL PROVISIONS OF THE CODE, SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX TREATMENT WHICH MAY BE ANTICIPATED TO RESULT FROM THE PURCHASE, OWNERSHIP AND DISPOSITION OF TAX - EXEMPT OBLIGATIONS BEFORE DETERMINING WHETHER TO PURCHASE THE CERTIFICATES. Interest on the Certificates will be includable as an adjustment for 'adjusted earnings and profits" to calculate the alternative minimum tax imposed on corporations by section 55 of the Code. Section 55 of the Code imposes a tax equal to 20 percent for corporations, or 26 percent for noncorporate taxpayers (28 percent for taxable income exceeding 0175,000), of the taxpayer's "alternative minimum taxable income," if the amount of such alternative minimum tax is greater than the taxpayer's regular income tax for the taxable year. Interest on the Certificates is includable in the "alternative minimum taxable income" of a corporation (other than a regulated investment company or a real estate investment trust) for purposes of determining the environmental tax imposed by section 59A of the Code. Section 59A of the Code imposes on a corporation an environmental tax, in addition to any other income tax imposed by the Code, equal to 0.12 percent of the excess of the modified alternative minimum taxable income of such corporation for the taxable year over $2,000,000. 18 Interest on the Certificates may be subject to the "branch profits tax" imposed by section 884 of the Code on the effectively - connected earnings and profits of a foreign corporation doing business in the United States. Under section 6012 of the Code, holders of tax- exempt obligations, such as the Certificates, may be required to disclose interest received or accrued during each taxable year on their returns of federal income taxation. Section 1276 of the Code provides for ordinary income tax treatment of gain recognized upon the disposition of a tax-exempt obligation, such as the Certificates, if such obligation was acquired at a "market discount" and if the fixed maturity of such obligation is equal to, or exceeds, one year from the date of issue. Such treatment applies to "market discount bonds" to the extent such gain does not exceed the accrued market discount of such bonds; although for this purpose, a de minimis amount of market discount is ignored. A "market discount bond" is one which is acquired by the holder at a purchase price which is less than the stated redemption price at maturity or in the case of a bond issued at an original issue discount, the "revised issue price" (i.e., the issue price plus accrued original issue discount). The "accrued market discount" is the amount which bears the same ratio to the market discount as the number of days during which the holder holds the obligation bears to the number of days between the acquisition date and the final maturity date. State, Local and Foreign Taxes Investors should consult their own tax advisors concerning the tax implications of the purchase, ownership or disposition of the Certificates under applicable state or local laws. Foreign investors should also consult their own tax advisors regarding the tax consequences unique to investors who are not United States persons. OTHER RELEVANT INFORMATION Ratings The presently outstanding uninsured tax supported debt of the City is rated "A" by Moody's Investors Service ( "Moody's ") and "A" by Standard & Poor's Rating Group, a division of McGraw -Hill, Inc. ( "S &P "). The presently outstanding, insured tax supported debt of the City is rated "Aaa" and "AAA" by Moody's and S&P, respectively. Applications for contract ratings an this issue have been made to Moody's and S &P. An explanation of the significance of such ratings may be obtained from the company furnishing the rating. The ratings reflect only the respective views of such organizations and the City makes no representation as to the appropriateness of the ratings. There is no assurance that such ratings will continue for any given period of time or that they will not be revised downward or withdrawn entirely by either or both of such rating companies, if in the judgment of either or both companies, circumstances so warrant. Any such downward revision or withdrawal of such ratings, or either of them, may have an adverse effect on the market price of the Certificates. Litigation It is the opinion of the City Attorney and City Staff that there is no pending litigation against the City that would have a material adverse financial impact upon the City or its operations. Registration and Qualification of Certificates for Sale The sale of the Certificates has not been registered under the Federal Securities Act of 1933, as amended, in reliance upon the exemption provided thereunder by Section 3(a)(2); and the Certificates have not been qualified under the Securities Act of Texas in reliance upon various exemptions contained therein; nor have the Certificates been qualified under the securities acts of any jurisdiction. The City assumes no responsibility for qualification of the Certificates under the securities laws of any jurisdiction in which the Certificates may be sold, assigned, pledged, hypothecated or otherwise transferred. This disclaimer of responsibility for qualification for sale or other disposition of the Certificates shall not be construed as an interpretation of any kind with regard to the availability of any exemption from securities registration provisions. Legal Investments and Eligibility to Secure Public Funds in Texas Section 9 of the Bond Procedures Act provides that the Certificates "shall constitute negotiable instruments, and are investment securities governed by Chapter 8, Texas Uniform Commercial Code, notwithstanding any provisions of law or court decision to the contrary, and are legal and authorized investments for banks, savings banks, trust companies, building and loan associations, savings and loan associations, insurance companies, fiduciaries, and trustees, and for the sinking fund of cities, towns, villages, school districts, and other political subdivisions or public agencies of the State of Texas ". The Certificates are eligible to secure deposits of any public funds of the state, its agencies and political subdivisions, and are legal security for those deposits to the extent of their market value. No review by the City has been made of the laws in other states to determine whether the Certificates are legal investments for various institutions in those states. Legal Opinions The City will furnish a complete transcript of proceedings had incident to the authorization and issuance of the Certificates, including the unqualified approving legal opinion of the Attorney General of the State of Texas approving the Certificates and to the effect that the Certificates are valid and legally binding obligations of the City, and based upon examination of such 19 transcript of proceedings, the approving legal opinion of Bond Counsel, to like effect and to the effect that the interest on the Certificates will be excludable from gross income for federal income tax purposes under Section 103(a) of the Code, subject to the matters described under "TAX MATTERS" herein, including the alternative minimum tax on corporations. Bond Counsel was not requested to participate, and did not take part, in the preparation of the Official Statement, and such firm has not assumed any responsibility with respect thereto or undertaken independently to verify any of the information contained therein, except that, in its capacity as Bond Counsel, such firm has reviewed the information contained in the Official Statement under the captions "CERTIFICATE INFORMATION ", except for information under the subcaption "Book - Entry-Only System ", "TAX MATTERS" and under the headings "Registration and Qualification of Certificates for Sale," "Legal Investments and Eligibility to Secure Public Funds in Texas" and "Legal Opinions" under the caption "OTHER RELEVANT INFORMATION" to verify that the information relating to the Certificates and the Certificate Ordinance contained therein accurately and fairly reflects the provisions thereof and is correct as to matters of law. The legal fee to be paid Bond Counsel for services rendered in connection with the issuance of the Certificates is contingent on the sale and delivery of the Certificates. The legal opinion will accompany the Certificates deposited with DTC or will be printed on the Certificates in the event of the discontinuance of the Book -Entry- Only System. Underwriting First Southwest Company (the "Underwriter") has agreed, subject to certain customary conditions to delivery, to purchase the Certificates from the City at an aggregate underwriting discount of $ from the initial public offering prices of the Certificates. The Underwriter will be obligated to purchase all the Certificates if any are purchased. The Certificates may be offered and sold to certain dealers and others at prices lower than such public offering prices, and such public prices may be changed, from time to time, by the Underwriter. Other Matters The financial data and other information contained herein have been obtained from the City's records, audited financial statements and other sources which are believed to be reliable. There are no guarantee that any of the assumptions or estimates contained herein will be realized. All of the summaries of the statutes, documents and resolutions. These summaries do not purport to be complete statements of such provisions and reference is made to the originals of such documents for further information. Any statements in the Official Statement, including the appendices hereto, involving matters of opinion, estimates, forecasts or projections, whether or not expressly so stated, are intended as such and not as representations of fact. The Ordinance authorizing the issuance of the Certificates will also approve the form and content of this Official Statement, and any addenda, supplement or amendment thereto, and authorize its further use in the reoffering of the Certificates by the Underwriter thereof. ATTEST: JOANNE LAND City Secretary 20 CHARLES CULPEPPER Mayor City of Round Rock, Texas APPENDIX A GENERAL INFORMATION REGARDING THE CITY Location The City of Round Rock is located in Williamson and Travis Counties, Texas, 8 miles north of Austin and 85 miles south of Waco on Interstate Highway 35. The City is also situated on U.S. Highway 79 which runs east and west. Both U.S. Highway 79 and Interstate Highway 35 are main arteries of traffic in the State. Economy The Central Texas regional economy continues to lead the state. Job growth has exceeded the expectations of most economists. The City's share of this growth has been impressive with gains in both basic and non -basic jobs. Calendar year 1994 has been notable in the completion of some major projects as well as the extremely strong activity from major companies seeking relocation or expansion opportunities. Dell Computer completed their first building on time and moved in the first week of August, 1994. The 232,000 sq. ft. telemarketing facility has now been filled with over 1,400 employees. This tremendous growth has caused the company to break ground on the second building, a copy of the first. Plans are for occupancy in November of 1995. Michael Angelo's Gourmet Foods moved into their facility ahead of schedule. Their 125,000 sq. ft. plant now employs over 300 workers which is almost twice their projected employment for this time period. While these jobs are mostly "low - tech," they provide an important element to the diversification of the City's work force. Two smaller industries recently completed new plants. AMP Packaging Systems has built a 50,000 sq. ft. building that will almost double their local size. This facility provides an additional 200 jobs. Following AMP was the new plant for Micro -Bac International. Originally a home -grown Austin company, this producer of bacteria used in environmental clean -up applications will employ a relatively small (30) work force of highly trained engineers and scientists. The fourth quarter of 1994 produced the greatest number of industrial plant relocation or expansion inquiries that the City has ever experienced. City and Chamber of Commerce staff are working with seven of the City's top 20 industrial employers on expansion plans. These range in size from 10,000 sq. ft. additions for existing facilities to major campus complexes designed to consolidate multi - building growth. In addition, the City has participated with the Austin Chamber of Commerce in producing proposals for three leading computer chip manufacturers. Two of these prospects are continuing to look at the City with final decisions expected by June, 1995. Finally, formal announcements from two Austin industries seeking expansion opportunities outside of their current sites are expected during the spring of 1995. Major Industry Industries located within the City's corporate limits and in the City's immediate surrounding area produce pharmaceuticals, office products, computer systems and communication equipment. Various other industries and major employers such as the school district are located in the Round Rock area. The following is a partial list of major employers and the number of people they employ as of 1994. Company Description Employees Round Rock Independent School District School District 3,200 Dell Computer Computers 1,500 Farmers Insurance Insurance 725 Tellabs, Inc. Telephone Components 490 Round Rock, City of City Government 332 Wayne Dresser Pump Controls 330 AMP Packaging Systems Computer Backplanes 320 Westinghouse Motor Industrial Motors 261 Cypress Semiconductor Semiconductors 253 TN Technologies, Inc. Electronic Measurements 250 McNeil Consumer Products Tylenol Products 175 DuPont Photo Mask, Inc. Manufacturing 152 Weed Instruments Electronics 135 A -1 Labor Market Profile City Government and Community Services Education Facilities Austin Metropolitan Statistical Area January January 1995 1994 Total Civilian Labor Force 598,000 567,800 Total Employment 576,700 546,400 Total Unemployment 21,300 21,400 Percent Unemployment 3.6% 3.8% State of Texas (000's) January January 1995 1994 Total Civilian Labor Force 9,408.4 9,247.7 Total Employment 8,880.0 8,617.8 Total Unemployment 607.6 629.9 Percent Unemployment 6.5% 6.8% The City is governed by a Council/Manager form of government with a Mayor and six councilmembers. The City's fire department consists of 55 full -time and 47 volunteer part-time members with 14 fire fighting vehicles. The City's police department has a staff of 77, 57 of which are certified officers, and it maintains 32 vehicles. The City also has 1,026 acres of parks, which include eleven tennis courts, 22 baseball fields, 5 soccer fields, 1 swimming pool and other facilities that are available to the community. A public, daily fee golf course is available for use. The Round Rock Leader, a weekly newspaper, an Austin daily newspaper, and a public library with 83,000 volumes are just a few of the many community services offered to the citizens of the City. The Round Rock Hospital was completed in 1983 and is located on a 24 -acre site near Brushy Creek between the City and U.S. Highway 183. The medical staff is currently comprised of approximately 100 active staff physicians with 65 of these physicians having offices located in Round Rock. The Hospital's total medical staff totals more than 250 active and courtesy staff physicians. The Creekside Minor Emergency Center, located in the City, has 5 doctors on call 24 hours a day. First Care Medical Clinic, a minor emergency and family practice clinic, is staffed by four primary care physicians. Other hospital services are easily accessible in nearby Austin and Georgetown. Financial Institutions The City has access to eight banks and one major savings and loan association. Utilities The City is served by Southwestern Bell Telephone Company, Texas Utilities Electric Company and Lone Star Gas Company. Water and sewer facilities are furnished by the City. Transportation The City is easily accessible from the Austin Municipal Airport and Executive Airpark, a private airport located near the City. Two major railroads, two motor freight lines and a bus line serve the City. The City is located entirely within one of the fastest growing school districts in the State, the Round Rock Independent School District. The District is comprised of 110 square miles with a current 1994 Net Taxable Assessed Valuation of 54,363,818,631. The City is within 90 miles of six of the major universities in the State, including the University of Texas at Austin, just 15 miles away. Southwestern University is located eight miles north in the City of Georgetown. A -2 Recreation Lake Travis, together with a number of other major lakes and parks, is in the vicinity to add recreational dimension to the area. The hunting of deer, quail and mourning doves can also be enjoyed throughout this area. Each year, the weekend after the Fourth of July, Round Rock holds Frontier Days, a 20 year tradition which attracts many people. The streets are Lined with entertainment, arts, crafts, food booths; and many events are scheduled all over town. The event has become an annual affair and draws crowds of several thousand. Also, since 1980 the Chamber of Commerce has sponsored a Merchants Fair with over 60 booths, giving information about Round Rock businesses and services. Source: Round Rock Chamber of Commerce. A -3 APPENDIX B EXCERPTS FROM THE CITY OF ROUND ROCK, TEXAS ANNUAL FINANCIAL REPORT For the Year Ended September 30, 1994 The information contained in this Appendix consists of excerpts from the City of Round Rock, Texas Annual Financial Report for the Year Ended September 30, 1994, and is not intended to be a complete statement of the City's financial condition. Reference is made to the complete Report for further information. 4 APPENDIX C FORM OF BOND COUNSEL'S OPINION Board of Directors Moved Seconded Yes No Abstain Robert Stluka Rod Morgan Rick Stewart Earl Palmer Martha Chavez Jimmy Joseph Charles Culpepper DATE: ITEM: ROUND ROCK GOLF, INC. ACTION CHART 3 -9 -95 5 - 7 ,,L Board of Directors Moved Seconded Yes No Abstain Robert Stluka Rod Morgan Rick Stewart Earl Palmer Martha Chavez Jimmy Joseph Charles Culpepper DATE: 3-9 '95 ITEM: QhL ROUND ROCK GOLF, INC. ACTION CHART Board of Directors Moved Seconded Yes No Abstain Robert Stluka Rod Morgan Rick Stewart Earl Palmer Martha Chavez Jimmy Joseph Charles Culpepper DATE: J 1 ITEM: 7 iJ ROUND ROCK GOLF, INC. ACTION CHART