O-2016-3436 - 5/12/2016CERTIFICATE FOR ORDINANCE NO. 0-2016-3436
THE STATE OF TEXAS §
COUNTIES OF WILLIAMSON AND TRAVIS §
CITY OF ROUND ROCK §
The undersigned City Clerk of the City of Round Rock, Texas (the "City"), hereby certify as
follows:
1. The City Council of the City convened in a REGULARLY SCHEDULED
MEETING ON THE 12TH DAY OF MAY, 2016, at the designated meeting place (the "Meeting"),
and the roll was called of the duly constituted officers and members of the Council, to -wit:
Alan McGraw, Mayor
George White, Mayor Pro -Tem, Place 2
Craig Morgan, Place 1
Frank Leffingwell, Place 3
Will Peckham, Place 4
Writ Baese, Place 5
Kris Whitfield, Place 6
and all of the persons were present, except the following absentees: Writ Baese, thus constituting a
quorum. Whereupon, among other business, the following was transacted at the Meeting: a written
FOURTH SUPPLEMENTAL ORDINANCE TO THE
MASTER ORDINANCE ESTABLISHING THE
CITY OF ROUND ROCK, TEXAS
UTILITY SYSTEM REVENUE FINANCING PROGRAM
was duly introduced for the consideration of the City Council. It was then duly moved and seconded
that the Ordinance be passed; and, after due discussion, said motion carrying with it the passage of
the Ordinance, prevailed and carried by the following vote:
AYES:
NOES:
2. A true, full and correct copy of the Ordinance passed at the Meeting described in the
above and foregoing paragraph is attached to and follows this Certificate; that the Ordinance has
been duly recorded in the City Council's minutes of the Meeting; that the above and foregoing
paragraph is a true, frill and correct excerpt from the City Council's minutes of the Meeting
pertaining to the passage of the Ordinance; that the persons named in the above and foregoing
paragraph are the duly chosen, qualified and acting city officials as indicated therein; that each of the
elected officials and members of the City Council was duly and sufficiently notified officially and
RoundRock\USRevRB 2016: OrdinmceCert
personally, in advance, of the time, place and purpose of the Meeting, and that the Ordinance would
be introduced and considered for passage at the Meeting, and each of the elected officials and
members consented, in advance, to the holding of the Meeting for such purpose, and that the Meeting
was open to the public and public notice of the time, place and purpose of the meeting was given, all
as required by Chapter 551, Government Code, as amended.
3. The Mayor of the City has approved and hereby approves the Ordinance and the
Mayor and the City Clerk of the City have duly signed the Ordinance.
RoundRock\USRevRB 2016: OrdinanceCerr
SIGNED AND SEALED the 12th day of May, 2016.
[CITY SEAL]
lots-
S
RoundRocklUSRevRB 2016: OrdinmeeCerc
City Clerk
ORDINANCE NO. 0-2016-3436
FOURTH SUPPLEMENTAL ORDINANCE TO THE
MASTER ORDINANCE ESTABLISHING THE
CITY OF ROUND ROCK, TEXAS
UTILITY SYSTEM REVENUE FINANCING PROGRAM
Adopted May 12, 2016
ROWD ROCRAUSRR 2016A hS ypRu
FOURTH SUPPLEMENTAL ORDINANCE TO THE
MASTER ORDINANCE ESTABLISHING THE
CITY OF ROUND ROCK, TEXAS
UTILITY SYSTEM REVENUE FINANCING PROGRAM
TABLE OF CONTENTS
SECTION
PAGE
ARTICLE I BONDS ISSUED UNDER UTILITY SYSTEM REVENUE
FINANCINGPROGRAM........................................................................2
Section1.01.
DEFINITIONS............................................................................................2
Section 2.02.
(a) Definitions.......................................................................................2
(b) Construction of Terms.....................................................................2
Section 1.02,
ESTABLISHMENT OF FINANCING PROGRAM
PAYMENT OF BONDS; PAYING AGENT/REGISTRAR ......................6
AND ISSUANCE OF PARITY DEBT.......................................................2
REDEMPTION........................................................................................... 8
(a) Fourth Supplement..........................................................................2
(a) Generally......................................................................................... 8
(b) Bonds are Parity Debt......................................................................3
Section 1.03.
FOURTH SUPPLEMENT TO CONSTITUTE A CONTRACT;
(c) Conditional Notice of Redemption ..................................................
EQUALSECURITY................................................................................... 3
Section 1.04.
LIMITATION OF BENEFITS WITH RESPECT TO THIS
FOURTHSUPPLEMENT..........................................................................3
ARTICLE II BOND AUTHORIZATION AND SPECIFICATIONS ......................... 3
Section 2.01.
AMOUNT, PURPOSE AND DESIGNATION OF THE BONDS .............3
Section 2.02.
DATE, DENOMINATIONS, NUMBERS, MATURITIES AND
TERMSOF BONDS...................................................................................4
Section 2.03.
PAYMENT OF BONDS; PAYING AGENT/REGISTRAR ......................6
Section2.04.
REDEMPTION........................................................................................... 8
(a) Generally......................................................................................... 8
(b) Notices of Redemption and Defeasance .......................................... 8
(c) Conditional Notice of Redemption ..................................................
9
Section 2.05.
REGISTRATION; TRANSFER; EXCHANGE OF BONDS;
PREDECESSOR BONDS; BOOK -ENTRY -ONLY SYSTEM;
SUCCESSOR SECURITIES DEPOSITORY; PAYMENTS TO
CEDE& CO................................................................................................9
(a) Registration, Transfer, Exchange, and Predecessor Bonds .............9
(b) Ownership of Bonds......................................................................10
(c) Book -Entry -Only System..............................................................10
(d) Successor Securities Depository; Transfers Outside Book -Entry -
OnlySystem..................................................................................11
(e) Payments to Cede & Co.................................................................11
(f) Blanket Issuer Letter of Representations.......................................11
Section2.06.
INITIAL BOND........................................................................................11
ROUND ROTA USRS]O1S:41M.ppR.
Section 2.07. FORM OF BONDS...................................................................................12
ARTICLE III EXECUTION; REPLACEMENT OF BONDS; AND BOND
INSURANCE...........................................................................................12
Section 3.01. EXECUTION AND REGISTRATION.....................................................12
Section 3.02. CONTROL AND CUSTODY OF BONDS..............................................13
Section 3.03. PRINTED OPINION.................................................................................13
Section 3.04, CUSIP NUMBERS....................................................................................13
Section 3.05. MUTILATED, DESTROYED, LOST, AND STOLEN BONDS.............13
Section 3.06. BOND INSURANCE................................................................................14
ARTICLE IV PAYMENTS, REBATE ACCOUNT AND RESERVE ACCOUNT ..14
Section4.01. PAYMENTS..............................................................................................14
(a) Accrued Interest.............................................................................14
(b) Debt Service Payments..................................................................14
Section 4.02. REBATE ACCOUNT..............................................................................14
Section 4.03 RESERVE ACCOUNT.............................................................................15
ARTICLE V COVENANTS REGARDING TAX EXEMPTION .............................18
Section 5.01. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THE TAX-EXEMPT BONDS..................................................................18
(a) Covenants......................................................................................18
(b) Rebate Account..............................................................................19
(c) Proceeds.........................................................................................19
Section 5.02. TAXABLE BONDS..................................................................................20
Section 5.03, DISPOSITION OF PROJECT...................................................................20
ARTICLE VI AMENDMENTS AND MODIFICATIONS..........................................20
Section 6.01. AMENDMENTS OR MODIFICATIONS WITHOUT CONSENT OF
OWNERSOF BONDS..............................................................................20
Section 6.02. AMENDMENTS OR MODIFICATIONS WITH CONSENT OF
OWNERSOF BONDS..............................................................................21
(a) Amendments..................................................................................21
(b) Notice.............................................................................................21
(c) Receipts of Consents.....................................................................22
(d) Consent Irrevocable.......................................................................22
(e) Ownership......................................................................................22
Section 6.03. EFFECT OF AMENDMENTS.................................................................22
ARTICLEVII MISCELLANEOUS................................................................................23
Section 7.01. DISPOSITION OF BOND PROCEEDS AND OTHER FUNDS.............23
ROUND ROM%USRB 201dAhS.ppRo
11
Section7.02. MAILED NOTICES..................................................................................23
Section 7.03. DEFEASANCE OF BONDS.....................................................................24
(a) Deemed Paid..................................................................................24
(b) Investments....................................................................................24
(c) Continuing Duty of Paying Agent and Registrar ...........................24
(d) Amendment of this Section...........................................................25
(e) Retention of Rights........................................................................25
Section 7.04. PAYING AGENT/REGISTRAR AGREEMENT, ESCROW
AGREEMENT AND OFFICIAL STATEMENT ... ........ ...... I................... 25
(a) Form...............................................................................................25
(b) Escrow Agreement........................................................................25
(c) Redemption Prior to Maturity of Refunded Obligations ...............25
(d) Purchase of Defeasance Securities................................................26
(e) Official Statement..........................................................................26
Section 7.05. FURTHER PROCEDURES...................................................................26
Section 7.06. NONPRESENTMENT OF BONDS.........................................................26
Section 7.07. EFFECT OF SATURDAYS, SUNDAYS, AND LEGAL HOLIDAYS ... 27
Section 7.08. PARTIAL INVALIDITY..........................................................................27
Section 7.09. CONTINUING DISCLOSURE UNDERTAKING..................................27
(a) Annual Reports.............................................................................. 27
(b) Certain Event Notices.................................................................... 27
(c) Limitations, Disclaimers, and Amendments .................................. 29
(d) Definitions..................................................................................... 30
Section 7.10. CREDIT AGREEMENT ...................... ... ............ ......... ...... I... I.................. 30
Section 7.11. DEFAULT AND REMEDIES..................................................................30
(a) Events of Default........................................................................... 30
(b) Remedies for Default..................................................................... 31
(c) Remedies Not Exclusive................................................................ 31
Section 7.12. RULES OF INTERPRETATION.............................................................31
Section 7.13. INDIVIDUALS NOT LIABLE.................................................................32
Section 7.14. PAYMENT OF ATTORNEY GENERAL FEE.......................................32
Section 7.15 FURTHERACTIONS...............................................................................32
EXHIBIT A - Defmitions
EXHIBIT B - Form of Bonds
EXHIBIT C - Description of Annual Financial Information
ROUND ROCK\USRB 2016:41h6uppRe
Ill
ORDINANCE NO. 0-2016-3436
FOURTH SUPPLEMENTAL ORDINANCE TO THE
MASTER ORDINANCE ESTABLISHING THE
CITY OF ROUND ROCK, TEXAS
UTILITY SYSTEM REVENUE FINANCING PROGRAM
THE STATE OF TEXAS §
CITY OF ROUND ROCK §
WHEREAS, on September 14, 2006, the City Council of the City of Round Rock, Texas
(the "City"), adopted a "Master Ordinance Establishing the City of Round Rock, Texas Utility
System Revenue Financing Program," as amended by a fust amendment thereto, (collectively
referred to herein as the "Master Ordinance"); and
WHEREAS, in order to enable the City to provide for the financing of utility system
projects authorized by Chapter 1502, Texas Government Code, as amended, and any other
applicable provisions of State law, the Master Ordinance establishes a revenue financing program
pursuant to which the City can issue and enter into obligations, including bonds and other types of
obligations, secured by and payable from a pledge of and lien on all or part of the Security, as
hereinafter defined; and
WHEREAS, the City Council of the City deems it advisable and in the best interests of
the City to refund the Refunded Obligations, as defined in Exhibit "A" hereto, in order to achieve
a net present value debt service savings of not less than 3.0% of the principal amount of the
Refunded Obligations net of any City contribution with such savings, among other information
and terms to be included in a pricing certificate to be. executed by the City Manager, acting as the
designated pricing officer of the City, or, in the absence of the City Manager, the Chief Financial
Officer, all in accordance with the provisions of Chapter 1207, Texas Government Code, as
amended ("Chapter 1207') and Chapter 1371, Texas Government Code, as amended ("Chapter
1371"); and
WHEREAS, Chapter 1207 and Chapter 1371 authorize the City to issue one or more series
of refunding bonds and to deposit the proceeds from the sale thereof together with any other
available funds or resources, directly with a place of payment (paying agent) for the Refunded
Obligations or with a trust company or commercial bank that does not act as depository for the
City, and such deposit, if made before such payment dates, shall constitute the making of firm
banking and financial arrangements for the discharge and final payment of the Refunded
Obligations; and
WHEREAS, Chapter 1207 further authorizes the City to enter into an escrow agreement
with a paying agent for the Refunded Obligations or with a trust company or commercial bank that
does not act as depository for the City with respect to the safekeeping, investment, reinvestment,
administration and disposition of any such deposit, upon such terms and conditions as the City and
ROUND ROCK\UM 2016:41 SuppRc
such escrow agent may agree, provided that such deposits may be invested and reinvested in
Defeasance Securities, as defined herein; and
WHEREAS, the Escrow Agreement hereinafter authorized, constitutes an agreement of
the kind authorized and permitted by Chapter 1207; and
WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to
maturity within 20 years of the date of the bonds hereinafter authorized: and
WHEREAS, for such purposes, the City deems it necessary to issue Parity Debt, as
hereinafter defined, pursuant to this "Fourth Supplemental Ordinance to the Master Ordinance
establishing the City of Round Rock, Texas Utility System Revenue Financing Program" (this
"Fourth Supplement"); and
WHEREAS, the City further finds and determines that all terms and conditions for the
issuance of the refunding bonds herein authorized as Parity Debt have been or can be met and
satisfied; and
WHEREAS, the bonds authorized to be issued by this Fourth Supplement are to be issued
and delivered pursuant to the Constitution and laws of the State of Texas, including Chapters 1207
and 1371.
NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF ROUND ROCK, TEXAS THAT:
ARTICLE I
BONDS ISSUED UNDER UTILITY SYSTEMREVENUE FINANCING PROGRAM
Section 1.01. DEFINITIONS. (a) Definitions. The capitalized terms used herein
(except in the FORM OF BONDS set forth in Exhibit "B" hereto) and not otherwise defined shall
have the meanings given in the Master Ordinance or in Exhibit "A" to this Fourth Supplement.
The recitals to this Fourth Supplement and the exhibits hereto are incorporated herein and made a
part hereof for all purposes.
(b) Construction of Terms. If appropriate in the context of this Fourth Supplement,
words of the singular number shall be considered to include the plural, words of the plural number
shall be considered to include the singular, words of the masculine, feminine, or neuter gender
shall be considered to include the other genders, and words importing persons shall include firms,
associations, and corporations.
Section 1.02. ESTABLISHMENT OF FINANCING PROGRAM AND ISSUANCE
OF PARITY DEBT. (a) Fourth Supplement. By adoption of the Master Ordinance, the City
has established the City of Round Rock, Texas Utility System Revenue Financing Program for the
purpose of enabling the City to provide for the financing of utility system projects authorized by
the Enabling Act and any other applicable provisions of State law pursuant to which, subject to
ROUND R0MU5RB20W4LhSuppRU
the payment of maintenance and operating expenses, the City may issue and enter into obligations,
including bonds and other types of obligations, secured by and payable from a pledge of and lien
on all or part of the Security. This Fourth Supplement provides for the authorization, form,
characteristics, provisions of payment and redemption, and security of the Bonds. This Fourth
Supplement is subject to the terms of the Master Ordinance and the terms of the Master Ordinance
are incorporated herein by reference and as such are made a part hereof for all purposes.
(b) Bonds Are Parity Debt. As required by Section 7 of the Master Ordinance
governing the issuance of Parity Debt such as the Bonds, the City hereby finds that, upon the
issuance of the Bonds, the Security will be sufficient to meet the financial obligations relating to
the Financing Program, including Security in amounts sufficient to satisfy the Annual Debt Service
Requirements of the Financing Program. The Bonds are hereby declared to be Parity Debt under
the Master Ordinance.
Section 1.03. FOURTH SUPPLEMENT TO CONSTITUTE A CONTRACT;_
EQUAL SECURITY. In consideration of the acceptance of the Bonds by those who shall hold
the same from time to time, this Fourth Supplement shall be deemed to be and shall constitute a
contract between the City and the Owners from time to time of the Bonds, and the pledge made in
this Fourth Supplement by the City and the covenants and agreements set forth in this Fourth
Supplement to be performed by the City shall be for the equal and proportionate benefit, security,
and protection of all Owners from time to time of the Bonds, without preference, priority, or
distinction as to security or otherwise of any of the Bonds authorized hereunder over any of the
other Bonds by reason of time of issuance, sale, or maturity thereof or otherwise for any cause
whatsoever, except as expressly provided in or permitted by this Fourth Supplement and the Master
Ordinance.
Section 1.04. LIMITATION OF BENEFITS WITH RESPECT TO THIS FOURTH
SUPPLEMENT. With the exception of the rights or benefits herein expressly conferred, nothing
expressed or contained herein or implied from the provisions of this Fourth Supplement or the
Bonds is intended or should be construed to confer upon or give to any person other than the City,
the Owners, and the Paying Agent/Registrar, any legal or equitable right, remedy, or claim under
or by reason of or in respect to this Fourth Supplement or any covenant, condition, stipulation,
promise, agreement, or provision herein contained. This Fourth Supplement and all of the
covenants, conditions, stipulations, promises, agreements, and provisions hereof are intended to
be and shall be for and inure to the sole and exclusive benefit of the City, the Owners, and the
Paying Agent/Registrar as herein and therein provided.
ARTICLE H
BOND AUTHORIZATION AND SPECIFICATIONS
Section 2.01. AMOUNT, PURPOSE AND DESIGNATION OF THE BONDS. The
Bonds designated "CITY OF ROUND ROCK, TEXAS UTILITY SYSTEM REVENUE
REFUNDING BONDS, SERIES 2016" (the 'Bonds") are hereby authorized to be issued
pursuant to this Fourth Supplement in the aggregate principal amount not to exceed $39,500,000
for the purpose of (i) refunding the Refunded Obligations and (ii) paying the costs associated with
ROUND ROCK\USR8 2016:4thSuppRe
the issuance of the Bonds. The Bonds are authorized pursuant to authority conferred by and in
conformity with State law, particularly the provisions of the Enabling Act and Chapters 1207 and
1371.
The Bonds will be in the form as provided in Section 2.02, and the FORM OF BONDS in
Exhibit "B" to this Fourth Supplement.
Section 2.02. DATE, DENOMINATIONS, NUMBERS, MATURITIES AND
TERMS OF BONDS. (a) Terms of Bonds. There initially shall be issued, sold and delivered
under this Fourth Supplement fully registered bonds, without interest coupons, which may be in
the form of Current Interest Bonds or Premium Compound Interest Bonds, numbered
consecutively from R-1 upward, in the case of Current Interest Bonds, and from PC-1 upward, in
the case of Premium Compound Interest Bonds (except the Initial Bond delivered to the Attorney
General of the State of Texas which shall be numbered T-1 and TPC-1 respectively) payable to
the initial registered owner(s) (as designated in subsection (b) of this Section), or to the registered
assignee or assignees of said Bonds or any portion or portions thereof (in each case, the "Registered
Owner" or the "Owner"), in the denomination of $5,000 or any integral multiple thereof maturing
not later than August 1, 2039, serially or otherwise on the dates, in the years and in the principal
amounts, respectively, and dated, all as set forth in the Pricing Certificate to be executed and
delivered by the Pricing Officer pursuant to subsection (b) of this section. The Bonds shall be
designated by the year in which the Bonds are awarded as set forth in the Pricing Certificate. The
authority of the Pricing Officer to execute and deliver a Pricing Certificate for one or more series
of the Bonds shall expire at 5:00 P.M. central daylight savings time on May 12, 2017. Bonds
priced on or before May 12, 2017 may close after such date.
(b) As authorized by Chapter 1207.007, Texas Government Code, as amended, and
Chapter 1371, the Pricing Officer is hereby authorized to act on behalf of the City in selling and
delivering one or more series of the Bonds, determining which of the Refundable Obligations shall
be refunded and constitute Refunded Obligations under this Fourth Supplement and carrying out
the other procedures specified in this Fourth Supplement, including determining and fixing the
Bonds as Taxable Bonds or Tax-Exempt Bonds, the date of each series ofthe Bonds, any additional
or different designation or title by which each series of the Bonds shall be known, the price at
which one or more series of the Bonds will be sold, the years in which one or more series of the
Bonds will mature, the principal amount to mature in each of such years, the aggregate principal
amount of Current Interest Bonds and Premium Compound Interest Bonds, the rate or rates of
interest to be borne by each such maturity, the interest payment periods, the dates, price, and terms
upon and at which each series of the Bonds shall be subject to redemption prior to maturity at the
option of the City, as well as any mandatory sinking fund redemption provisions, and all other
matters relating to the issuance, sale, and delivery of each series of the Bonds and the refunding of
the Refunded Obligations, all of, which shall be specified in each Pricing Certificate; provided that
(i) the price to be paid for the Bonds shall not be less than 90% of the aggregate original principal
amount thereof plus accrued interest thereon from its date to its delivery, (ii) none of the Bonds
shall bear interest at a rate, or yield in the case of Premium Compound Interest Bonds, greater than
the maximum authorized by law, and (iii) the refunding must produce a net present value debt
service savings of at least 3.0% of the principal amount of the Refunded Obligations, net of any
City contribution. In establishing the aggregate principal amount of the Bonds, the Pricing
ROUND ROCK\ U:RB 201GA hs.ppRn
Officer shall establish an amount not to exceed the amount authorized in Section 2.01, which shall
be sufficient to provide for the purposes for which the Bonds are authorized and to pay the costs
of issuing the Bonds.
In satisfaction of Section 1201.022(a)(3), Texas Government Code, the City Council
hereby determines that the delegation of the authority to the Pricing Officer to approve the method
of sale and final terms and conditions of each series of the Bonds as set forth in this Fourth
Supplement is, and the decisions made by the Pricing Officer pursuant to such delegated authority
and incorporated in each Pricing Certificate will be, in the City's best interest and shall have the
same force and effect as if such determination were made by the City Council, and the Pricing
Officer is hereby authorized to make and include in each Pricing Certificate an appropriate finding
to that effect. Each Pricing Certificate is hereby incorporated by reference into and made a part
of this Fourth Supplement.
(c) To achieve advantageous borrowing costs for the City, each series of the Bonds
shall be sold on a negotiated, placement or competitive basis as determined by the Pricing Officer
in each Pricing Certificate. In determining whether to sell each series of the Bonds by a
negotiated, placement or competitive sale, the Pricing Officer shall take into account the financial
condition of the City, any material disclosure issues which might exist at the time, the market
conditions expected at the time of the sale and any other matters which, in the judgment of the
Pricing Officer, might affect the net borrowing costs on each series of the Bonds.
If the Pricing Officer determines that a series of the Bonds should be sold at a competitive
sale, the Pricing Officer shall cause to be prepared a notice of sale and official statement in such
manner as the Pricing Officer deems appropriate, to make the notice of sale and official statement
available to those institutions and firms wishing to submit a bid for the Bonds, to receive such bids,
and to sell the Bonds to the bidder submitting the best bid in accordance with the provisions of the
notice of sale.
If the Pricing Officer determines that a Series of the Bonds should be sold by a negotiated
sale or placement, the Pricing Officer shall designate the placement purchaser or the senior
managing underwriter for the Bonds and such additional investment banking firms as the Pricing
Officer deems appropriate to assure that the Bonds are sold on the most advantageous terms. The
Pricing Officer, acting for and on behalf of the City, is authorized to enter into and carry out a
bond purchase contract or other agreement for the Bonds to be sold by negotiated sale or placement
at such price, with and subject to such terms as determined by the Pricing Officer pursuant to
subsection (b) above. Each bond purchase contract or other agreement shall be substantially in
the form and substance previously approved by the City in connection with previous refunding
with such changes as the Pricing Officer executing the same may approve, such approval to be
received by execution of such contract or agreement including any provisions determined to be
necessary by the Pricing Officer and Bond Counsel in the event that such Series of Bonds is being
sold in a forward delivery transaction.
(d) The Current Interest Bonds shall bear interest calculated on the basis of a 360 -day
year composed of twelve 30 -day months from the dates specified in the FORM OF BONDS set
ROUND ROCK\ USR01016AbSuppRu
forth in this Fourth Supplement to their respective dates of maturity or redemption at the rates per
annum set forth in the Pricing Certificate.
The Premium Compound Interest Bonds shall bear interest from the Issuance Date,
calculated on the basis of a 360 -day year composed of twelve 30 -day months (subject to rounding
to the Compounded Amounts thereof), compounded on the Compounding Dates as set forth inthe
Pricing Certificate, and payable, together with the principal amount thereof, in the manner
provided in the Form of Bonds at the rates set forth in the Pricing Certificate. Attached to the
Pricing Certificate, if Premium Compound Interest Bonds are to be issued, shall be the Accretion
Table. The Accreted Value with respect to any date other than a Compounding Date is the amount
set forth on the Accretion Table with respect to the last preceding Compounding Date, plus the
portion of the difference between such amount and the amount set forth on the Accretion Table
with respect to the next succeeding Compounding Date that the number of days (based on 30 -day
months) from such last preceding Compounding Date to the date for which such determination is
being calculated bears to the total number of days (based on 30 -day months) from such last
preceding Compounding Date to the next succeeding Compounding Date.
(e) In General. The Bonds (i) may and shall be redeemed prior to the respective
scheduled maturity dates, (ii) may be assigned and transferred, (iii) may be exchanged for other
Bonds, (iv) shall have the characteristics, and (v) shall be signed and sealed, and the principal of
and interest on the Bonds shall be payable, all as provided, and in the manner required or indicated,
in the FORM OF BONDS set forth in Exhibit "B" to this Fourth Supplement and in the Pricing
Certificate.
(f) Payments on Holidays. In the event that any date for payment of the principal of
or interest on the Bonds is a Saturday, Sunday, legal holiday, or day on which banking institutions
in the city where the Paying Agent/Registrar is located are authorized by law or executive order to
close, then the date for such payment will be the next succeeding day that is not a Saturday,
Sunday, legal holiday, or day on which such banking institutions are authorized to close. Payment
on such later date will not increase the amount of interest due and will have the same force and
effect as if made on the original date payment was due.
Section 2.03. PAYMENT OF BONDS; PAYING AGENT/REGISTRAR. The
principal of, premium, if any, and the interest on the Bonds shall be payable, without exchange or
collection charges to the Owner thereof, in any coin or currency of the United States of America
that at the time of payment is legal tender for the payment of public and private debts.
The Pricing Officer in the Pricing Certificate shall select an eligible institution to serve as
paying agent/registrar for the Bonds (the "Paying Agent/Registrar"). By accepting the appointment
as Paying Agent/Registrar, the Paying Agent/Registrar acknowledges receipt of copies of the
Master Ordinance and this Fourth Supplement, and is deemed to have agreed to the provisions
thereof and hereof.
The City agrees and covenants to cause to be kept and maintained at the designated office
of the Paying Agent/Registrar a Security Register, all as provided herein, in accordance with the
terms and provisions of the Paying Agent/Registrar Agreement and such reasonable rules and
ROUND ROMU50201@41duppRu
regulations as the Paying Agent/Registrar and the City may prescribe. In addition, to the extent
required by law, the City covenants to cause to be kept and maintained the Security Register or a
copy thereof in the State.
The City expressly reserves the right to appoint one or more successor Paying
Agent/Registrars, by filing with the Paying Agent/Registrar a certified copy of a resolution or
minute order of the City making such appointment. The City further expressly reserves the right
to terminate the appointment of the Paying Agent/Registrar by filing a certified copy of a resolution
of the City giving notice of the City's termination of the City's agreement with such Paying
Agent/Registrar and appointing a successor. The City covenants to maintain and provide a Paying
Agent/Registrar at all times until the Bonds are paid and discharged, and any successor Paying
Agent/Registrar shall be a bank, trust company, financial institution, or other entity duly qualified
and legally authorized to serve as and perform the duties and services of Paying Agent/Registrar
for the Bonds. If a Paying Agent/Registrar is replaced, such Paying Agent/Registrar, promptly
upon the appointment of the successor, will deliver the Security Register (or a copy thereof) and
all other pertinent books and records relating to the Bonds to the successor Paying Agent/Registrar.
Upon any change in the Paying Agent/Registrar, the City agrees promptly to cause a written notice
thereof to be sent to each Owner by United States mail, first-class postage prepaid, which notice
shall also give the address of the new Paying Agent/Registrar.
The principal of, premium, if any, and interest on the Bonds due and payable by reason of
maturity, redemption, or otherwise, shall be payable only to the Owner thereof appearing on the
Security Register, and, to the extent permitted by law, neither the City nor the Paying
Agent/Registrar, nor any agent of either, shall be affected by notice to the contrary.
Principal of, and premium, if any, on the Bonds shall be payable only upon the presentation
and surrender of said Bonds to the Paying Agent/Registrar at its designated office. Interest on the
Bonds shall be paid to the Owner whose name appears in the Security Register at the close of
business on the Record Date and shall be paid (i) by check sent on or prior to the appropriate date
of payment by United States mail, first-class postage prepaid, by the Paying Agent/Registrar to the
address of the Owner appearing in the Security Register on the Record Date or (ii) by such other
method, acceptable to the Paying Agent/Registrar, requested in writing by, and at the risk and
expense of, the Owner.
In the event of a nonpayment of interest on a scheduled payment date on a Bond, and for
thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date")
will be established by the Paying Agent/Registrar, if and when funds for the payment of such
interest have been received from the City. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (which shall be fifteen (15) days after the Special Record
Date) shall be sent at least five (5) business days prior to the Special Record Date by United States
mail, fust -class postage prepaid, to the address of each Owner of a Bond appearing on the Security
Register at the close of business on the last business day next preceding the date of mailing of such
notice.
ROUND ROCK%U5R02016;4,WppR.
Section 2.04. REDEMPTION. (a) Generally. The Bonds shall be subject to
redemption prior to scheduled maturity at such times and with such provisions as provided in the
FORM OF BONDS and the Pricing Certificate.
(b) Notices of Redemption and Defeasance. (i) Unless waived by any Owner of the
Bonds to be redeemed, the Chief Financial Officer shall give notice of redemption or defeasance
to the Paying Agent/Registrar at least thirty-five (35) days prior to a redemption date in the case
of a redemption (unless a lesser period is acceptable to the Paying Agent/Registrar) and on the
defeasance date in the case of a defeasance and the Paying Agent/Registrar shall give notice of
redemption or of defeasance of Bonds by mail, first-class postage prepaid at least thirty (30) days
prior to a redemption date and within thirty (30) days after a defeasance date to each Owner and
to the central post office or each registered securities depository and to any national information
service that disseminates such notices. In addition, in the event of a redemption caused by an
advance refunding of the Bonds, the Paying Agent/Registrar shall send a second notice of
redemption to the persons specified in the immediately preceding sentence at least thirty (3 0) days
but not more than ninety (90) days prior to the actual redemption date. Any notice sent to the
central post office or registered securities depositories or such national information services shall
be sent so that they are received at least two (2) days prior to the general mailing or publication
date of such notice. The Paying Agent/Registrar shall also send a notice of prepayment or
redemption to the Owner of any Bond who has not sent the Bonds in for redemption sixty (60)
days after the redemption date.
(ii) Each notice of redemption or defeasance shall contain a description of the Bonds
to be redeemed or defeased including the complete name of the Bonds, the date of issue, the interest
rate, the maturity date, the CUSIP number, the certificate numbers, the amounts called of each
certificate, the publication or mailing date for the notice, the date of redemption or defeasance, the
redemption price, if any, the name of the Paying Agent/Registrar, and the address at which the
Bonds may be redeemed or paid, including a contact person telephone number.
(iii) All redemption payments made by the Paying Agent/Registrar to the Owners of the
Bonds shall include a CUSIP number relating to each amount paid to such Owner.
The failure of any Owner of the Bonds to receive notice given as provided in this Section
2.04, or any defect therein, shall not affect the validity of any proceedings for the redemption of
any Bonds. Any notice mailed as provided in this Section 2.04 shall be conclusively presumed to
have been duly given and shall become effective upon mailing, whether or not any Owner receives
such notice.
So long as DTC is effecting book -entry transfers of the Bonds, the Paying Agent/Registrar
shall provide the notices specified in this Section 2.04 only to DTC It is expected that DTC shall,
in turn, notify its participants and that the participants, in turn, will notify or cause to be notified
the beneficial owners. Any failure on the part of DTC or a participant, or failure on the part of a
nominee of a beneficial owner of a Bond to notify the beneficial owner of the Bond so affected,
shall not affect the validity of the redemption of such Bonds.
ROUND ROCK\ U5R0 3016:4,hS.ppRn
(c) Conditional Notice of Redemption. With respect to any optional redemption of
the Bonds, unless certain prerequisites to such redemption required by the Master Ordinance or
this Fourth Supplement have been met and moneys sufficient to pay the principal of and premium,
if any, and interest on the Bonds to be redeemed shall have been received by the Paying Agent
prior to the giving of such notice of redemption, such notice shall state that said redemption may,
at the option of the City, be conditional upon the satisfaction of such prerequisites and receipt of
such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or
upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption
is given and such prerequisites to the redemption and sufficient moneys are not received, such
notice shall be of no force and effect, the City shall not redeem such Bonds and the Paying
Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to
the effect that the Bonds have not been redeemed.
Section 2.05. REGISTRATION; TRANSFER; EXCHANGE OF BONDS;
PREDECESSOR BONDS, BOOKENTRY-ONLY SYSTEM; SUCCESSOR SECURITIES
DEPOSITORY; PAYMENTS TO CEDE & CO. (a) Registration Transfer Exchange, and
Predecessor Bonds. The Registrar shall obtain, record, and maintain in the Security Register the
name and address of each Owner issued under and pursuant to the provisions of this Fourth
Supplement. Any Bond may, in accordance with its terms and the terms hereof, be transferred or
exchanged for Bonds in Authorized Denominations upon the Security Register by the Owner, in
person or by his duly authorized agent, upon surrender of such Bond to the Registrar for
cancellation, accompanied by a written instrument of transfer or request for exchange duly
executed by the Owner or by his duly authorized agent, in form satisfactory to the Registrar.
Upon surrender for transfer of any Bond at the designated office of the Registrar, there
shall be registered and delivered in the name of the designated transferee or transferees, one or
more new Bonds, executed on behalf of, and furnished by, the City, of Authorized Denominations
and having the same Maturity and of a like aggregate principal amount as the Bond or Bonds
surrendered for transfer.
At the option of the Owner, Bonds may be exchanged for other Bonds of Authorized
Denominations and having the same Maturity, bearing the same rate of interest, and of like
aggregate principal amount or Maturity Amount and the Bonds surrendered for exchange, upon
surrender of the Bonds to be exchanged at the principal office of the Registrar. Whenever any
Bonds are so surrendered for exchange, there shall be registered and delivered new Bonds executed
on behalf of, and furnished by, the City to the Owner requesting the exchange.
All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the principal
office of the Registrar or sent by United States mail, first-class, postage prepaid to the Owners or
the designee thereof, and, upon the registration and delivery thereof, the same shall be the valid
obligations of the City, evidencing the same debt, and entitled to the same benefits under the
Master Ordinance and this Fourth Supplement, as the Bonds surrendered in such transfer or
exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without expense
or service charge to the Owner, except as otherwise herein provided, and except that the Registrar
ROUND ROCKjUSRB 2016.4thSuppRef
shall require payment by the Owner requesting such transfer or exchange of any tax or other
governmental charges required to be paid with respect to such transfer or exchange.
Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are
hereby defined to be "Predecessor Bonds," evidencing all or a portion, as the case may be, of the
same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or
transfer therefor. Additionally, the term "Predecessor Bonds" shall include any mutilated Bond
that is surrendered to the Paying Agent/Registrar or any Bond for which satisfactory evidence of
the loss of which has been received by the City and the Paying Agent/Registrar and, in either case,
in lieu of which a Bond or Bonds have been registered and delivered pursuant to Section 3.05
hereof.
Neither the City nor the Registrar shall be required to issue or transfer to an assignee of a
Owner any Bond called for redemption, in whole or in part, within forty-five (45) days of the date
fixed for the redemption of such Bond; provided, however, such limitation of transfer shall not be
applicable to an exchange by the Owner of the unredeemed balance of a Bond called for
redemption in part.
(b) Ownership of Bonds. The entity in whose name any Bond shall be registered in
the Security Register at any time shall be deemed and treated as the absolute Owner thereof for all
purposes of this Fourth Supplement, whether or not such Bond shall be overdue, and, to the extent
permitted by law, the City and the Paying Agent/Registrar shall not be affected by any notice to
the contrary; and payment of, or on account of, the principal of, premium, if any, and interest on
any such Bond shall be made only to such Owner. All such payments shall be valid and effectual
to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid.
(c) Book-EntrynlyS s e . The Bonds issued in exchange for the Initial Bond for
issued as provided in Section 2.06 shall be issued in the form of a separate single fully -registered
Bond for each of the maturities thereof registered in the name of Cede & Co., as nominee of DTC,
and except as provided in this subsection (c) all of the Outstanding Bonds shall be registered in
the name of Cede & Co., as nominee of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the City
and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant
or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds.
Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar
shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC,
Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the
delivery to any DTC Participant or any other person, other than a Owner as shown on the Security
Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the
payment to any DTC Participant or any other person, other than a Owner as shown on the Security
Register, of any amount with respect to principal of, premium, if any, or interest on the Bonds.
Notwithstanding any other provision of this Fourth Supplement to the contrary but to the extent
permitted by law, the City and the Paying Agent/Registrar shall be entitled to treat and consider
the person in whose name each Bond is registered in the Security Register as the absolute owner
of such Bond for the purpose of payment of principal, premium, if any, and interest, with respect
ROUND ROM MR3016:41hSuppRu
10
to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other
purposes whatsoever. The Paying Agent/Registrar shall pay all principal of, premium, if any, and
interest on the Bonds only to or upon the order of the Owners, as shown in the Security Register
as provided in this Fourth Supplement, or their respective attorneys duly authorized in writing, and
all such payments shall be valid and effective to fully satisfy and discharge the City's obligations
with respect to payment of principal of, premium, if any, and interest on the Bonds to the extent
of the sum or sums so paid. No person other than a Owner, as shown in the Security Register,
shall receive a Bond certificate evidencing the obligation of the City to make payments of
principal, premium, if any, and interest pursuant to this Fourth Supplement. Upon delivery by
DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to
substitute a new nominee in place of Cede & Co., and subject to the provisions in this Fourth
Supplement with respect to interest checks being mailed to the Owner at the close of business on
the Record Date the words "Cede & Co." in this Fourth Supplement shall refer to such new
nominee of DTC.
(d) Successor Securities Depository Transfers Outside Book-Eniry-Only System. In
the event that the City determines to discontinue the book -entry -only system through DTC or a
successor or DTC determines to discontinue providing its services with respect to the Bonds, the
City shall either (i) appoint a successor securities depository, qualified to act as such under Section
17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants
of the appointment of such successor securities depository, and transfer one or more separate
Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the
availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants
having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be
restricted to being registered in the Security Register in the name of Cede & Co., as nominee of
DTC, but may be registered in the name of the successor securities depository, or its nominee, or
in whatever name or names Owners transferring or exchanging Bonds shall designate, in
accordance with the provisions of this Fourth Supplement.
(e) Payments to Cede & Co. Notwithstanding any other provision of this Fourth
Supplement to the contrary, so long as any Bond is registered in the name of Cede & Co., as
nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such
Bond and all notices with respect to such Bond shall be made and given, respectively, in the
manner provided in the representation letter of the City to DTC.
(f) Blanket Issuer Letter of Representations. The City heretofore has executed and
delivered to DTC a "Blanket Issuer Letter of Representations" with respect to the utilization by the
City of DTC's book -entry -only system and the City intends to utilize such book -entry -only system
in connection with the Bonds.
Section 2.06. MTIAL BOND. The Bonds shall initially be issued as a fully registered
bond, being one bond (the "Initial Bond"). The Initial Bond shall be registered in the name of the
purchaser of the Bonds. The Initial Bond shall be submitted to the Office of the Attorney General
of the State for approval and registration by the Office of the Comptroller of Public Accounts of
the State and delivered to such initial purchaser set forth in Section 2.08 of this Fourth Supplement.
Immediately after the delivery of the Initial Bond on the Issuance Date, the Registrar shall cancel
ROUND ROCK\USRB 2016:41h6u?plies
I1
the Initial Bond and exchange therefor Bonds in the form of a separate single fully -registered Bond
for each of the maturities thereof registered in the name of Cede & Co., as nominee of DTC and,
except as provided in Section 2.05(d), all of the Outstanding Bonds shall be registered in the name
of Cede & Co., as nominee of DTC.
Section 2.07. FORM OF BONDS. The Bonds (including Initial Bonds), the
Registration Certificate of the Comptroller of Public Accounts of the State or the Authentication
Certificate, and the form of Assignment to be printed on each of the Bonds shall be substantially
in the forms set forth in Exhibit "B" to this Fourth Supplement with such appropriate insertions,
omissions, substitutions, and other variations as are permitted or required by this Fourth
Supplement, may have such letters, numbers, or other marks of identification and such legends
and endorsements (including any reproduction of an opinion of counsel and information regarding
the issuance of any bond insurance policy) thereon as may, consistently herewith, be established
by the City or determined by the officers executing such Bonds as evidenced by their execution
thereof, Any portion of the text of any Bonds may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Bond.
The Bonds shall be typewritten, photocopied, printed, lithographed, engraved, or produced
in any other similar manner, all as determined by the officers executing such Bonds as evidenced
by their execution thereof.
ARTICLE III
EXECUTION; REPLACEMENT OF BONDS; AND BOND INSURANCE
Section 3.01. EXECUTION .AND REGISTRATION. The Bonds shall be executed on
behalf of the City by the Mayor under its seal reproduced or impressed thereon and attested by the
City Cleric. The signature of said officers on the Bonds may be manual or facsimile. Bonds
bearing the manual or facsimile signatures of individuals who are or were the proper officers of
the City as of their authorization shall be deemed to be duly executed on behalf of the City,
notwithstanding that such individuals or either of them shall cease to hold such offices at the time
of delivery of the Bonds to the initial purchaser(s) and with respect to Bonds delivered in
subsequent exchanges and transfers, all as authorized and provided in Chapter 1201, Texas
Government Code, as amended.
No Bond shall be entitled to any right or benefit under this Fourth Supplement, or be valid
or obligatory for any purpose, unless there appears on such Bond either a certificate of registration
substantially in the form provided in Exhibit "B" to this Fourth Supplement, executed by the
Comptroller of Public Accounts of the State or its duly authorized agent by manual signature, or
the Paying Agent/Registrar's Authentication Certificate substantially in the form provided in
Exhibit "B" to this Fourth Supplement executed by the manual signature of an authorized officer
or employee of the Registrar, and either such certificate duly signed upon any Bond shall be
conclusive evidence, and the only evidence, that such Bond has been duly certified, registered, and
delivered.
ROUND ROMUSR8 7076:4ihS.ppR.
12
Section 3.02. CONTROL AND CUSTODY OF BONDS. The Chief Financial Officer
shall be and is hereby authorized to take and have charge of all necessary orders and records
pending investigation and examination by the Attorney General of the State, including the printing
and supply of printed Bonds, and shall take and have charge and control of the Initial Bond pending
the approval thereof by the Attorney General, the registration thereof by the Comptroller of Public
Accounts, and the delivery thereof to the Purchaser.
Furthermore, each Authorized Representative is hereby authorized and directed to furnish
and execute such documents relating to the Utility System, the City and its financial affairs as may
be necessary for the issuance of the Bonds, the approval of the Attorney General, and the
registration by the Comptroller of Public Accounts and, together with the City's Bond Counsel and
the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Bond
to the Purchaser and the initial exchange thereof for Bonds other than the Initial Bond.
Section 3.03. PRINTED OPINION. The Purchaser's obligation to accept delivery of
the Bonds is subject to the Purchaser being furnished the final opinion of McCall, Parkhurst &
Horton L.L.P. approving the Bonds as to their validity, said opinion to be dated and delivered as
of the date of delivery and payment for the Bonds. If bond insurance is obtained for the Bonds,
the Bonds may bear an appropriate insurance legend.
Section 3.04. CUSIP NUMBERS. CUSIP numbers may be printed or typed on the
Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the
Bonds shall be of no significance or effect as regards the legality thereof and neither the City nor
attorneys approving the Bonds as to legality are to be held responsible for CUSIP numbers
incorrectly printed or typed on the Bonds.
Section 3.05. MUTILATED, DESTROYED, LOST, AND STOLEN BONDS. If (1)
any mutilated Bond is surrendered to the Paying Agent/Registrar, or the City and the Paying
Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Bond,
and (2) there is delivered to the City and the Paying Agent/Registrar such security or indemnity as
_ may be required to save each of them harmless, then, in the absence of notice to the City or the
Paying Agent/Registrar that such Bond has been acquired by a bona fide purchaser, the City shall
execute and, upon its request, the Paying Agent/Registrar shall register and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same
Maturity and of like tenor and principal amount, bearing a number not contemporaneously
outstanding.
In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to
become due and payable, the City in its discretion may, instead of issuing a new Bond, pay such
Bond and the interest due thereon to the date of payment.
Upon the issuance of any new Bond under this Section, the City may require payment by
the Owner of a sum sufficient to cover any tax or other governmental charge imposed in relation
thereto and any other expenses (including the fees and expenses of the Paying Agent/Registrar)
coruzected therewith.
ROUND ROM USR5MIf: 4thSuppflu
13
Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost,
or stolen Bond shall constitute a replacement of the prior obligation of the City, whether or not the
mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Fourth Supplement equally and ratably with all other Outstanding
Bonds.
Section 3.06. BOND INSURANCE. In connection with the sale of the Bonds, the City
may obtain municipal bond insurance policies from one or more recognized municipal bond
insurance organizations (the "Bond Insurer" or "Bond Insurers") to guarantee the full and complete
payment required to be made by or on behalf of the City on the Bonds. The Pricing Officer is
hereby authorized to sign a commitment letter or insurance agreement with the Bond Insurer or
Bond Insurers and to pay the premium for the bond insurance policies at the time of the delivery
of the Bonds to the underwriter out of the proceeds of sale of the Bonds or from other available
funds and to execute such other documents and certificates as necessary in connection with the
bond insurance policies as the Pricing Officer may deem appropriate. Printing on the Bonds
covered by the bond insurance policies a statement describing such insurance, in form and
substance satisfactory to the Bond Insurer and the Pricing Officer, is hereby approved and
authorized. The Pricing Certificate may contain provisions related to the bond insurance policies,
including payment provisions thereunder, and the rights of the Bond Insurer or Insurers, and any
such provisions shall be read and interpreted as an integral part of this Fourth Supplement.
ARTICLE IV
PAYMENTS, REBATE FUND AND RESERVE FUND
Section 4.01. PAYMENTS. (a) Accrued Interest. Immediately after the delivery of the
Bonds the City shall deposit any accrued interest to the credit of the Interest and Sinking Account
to be held to pay interest on such Bonds.
(b) Debt Service Payments. Semiannually on or before each principal or interest
payment date while any of the Bonds are outstanding and unpaid, commencing on the first interest
payment date for the Bonds, the City shall make available from the Interest and Sinking Account
to the Paying Agent/Registrar, money sufficient to pay such interest on and such principal of the
Bonds as will accrue or mature, or be subject to mandatory redemption prior to maturity, on such
principal, redemption, or interest payment date. The Paying Agent/Registrar shall cancel all paid
Bonds and shall furnish the City with an appropriate certificate of cancellation.
Section 4.02. REBATE ACCOUNT. A separate and special account to be known as
the Rebate Account is hereby established by the City pursuant to the requirements of Section 148(f)
of the Code and the tax covenants of the City contained in Section 5.01 of this Fourth Supplement
for the benefit of the United States of America and the City, as their interests may appear pursuant
to this Fourth Supplement. Such amounts shall be deposited therein and withdrawn therefrom as
is necessary to comply with the provisions of Section 5.01. Any moneys held within the Rebate
Account shall not constitute Security under the Master Ordinance.
ROUND ROM USRS 2DiE 1116uPPW
14
Section 4.03. RESERVE ACCOUNT. (a) To accumulate and maintain a reserve for
the payment of the Bonds equal to the Average Annual Debt Service Requirements of the Bonds
(calculated by the City at the beginning of each Fiscal Year) (the "Required Reserve Amount"),
the Reserve Account has been established and shall be maintained by the City. Earnings and
income derived from the investment of amounts held for the credit of the Reserve Account shall
be retained in the Reserve Account until the Reserve Account contains the Required Reserve
Amount; thereafter, such earnings and income shall be deposited to the credit of the System
Account, The City shall deposit and credit to the Reserve Account amounts required to maintain
the balance in the Reserve Account in an amount equal to the Required Reserve Amount by making
monthly deposits and credits in amounts equal to not less than 1/60th of the Required Reserve
Amount or by the deposit of a Reserve Account Obligation. There shall be deposited into the
Reserve Account any Reserve Account Obligations so designated by the City. All funds,
investments and Reserve Account Obligations on deposit and credited to the Reserve Account
shall be used solely for (i) the payment of the principal of and interest on the Bonds, when and to
the extent other funds available for such purposes are insufficient, (ii) to make Reserve Account
Obligation Payments and (iii) to retire the last Stated Maturity or Stated Maturities of or interest
on the Bonds. The Reserve Account is solely for the benefit of this series of Bonds and is not
available to pay Annual Debt Service Requirements on any other Parity Debt.
(b) When and for so long as the cash, investments and Reserve Account Obligations in
the Reserve Account equal the Required Reserve Amount, no deposits need be made to the credit
of the Reserve Account; but, if and when the Reserve Account at any time contains less than the
Required Reserve Amount, the City covenants and agrees that the City shall cure the deficiency in
the Reserve Account by resuming the deposits to such Account from the Pledged Revenues by
monthly deposits and credits in amounts equal to not less than 1/60th of the Required Reserve
Amount with any such deficiency payments being made on or before each interest payment date
until the Required Reserve Amount has been fully restored; provided, however, that no such
deposits shall be made into the Reserve Account during any six month period beginning on an
interest payment date until there has been deposited into the Interest and Sinking Account the full
amount required to be deposited therein by the next following semi-annual payment date, as the
case may be. In addition, in the event that a portion of the Required Reserve Amount is
represented by a Reserve Account Obligation, the Required Reserve Amount shall be restored as
soon as possible from monthly deposits of Pledged Revenues on deposit in the System Account,
but subject to malting the full deposits and credits to the Interest and Sinking Account required to
be made by the next following interest payment date, as the case may be. The City further
covenants and agrees that, subject only to the prior deposits and credits to be made to the Interest
and Sinking Account, the Pledged Revenues shall be applied and appropriated and used to establish
and maintain the Required Reserve Amount, including by paying Reserve Account Obligation
Payments when due, and to cure any deficiency in such amounts as required by the terms of this
Fourth Supplement.
During such time as the Reserve Account contains the Required Reserve Amount, the
obligation to maintain the Required Reserve Amount has been suspended pursuant to subsection
(d) below or any cash is replaced with a Reserve Account Obligation pursuant to subsection (c)
below, the City may, at its option, withdraw all surplus funds in the Reserve Account and deposit
such surplus in the Interest and Sinking Account or otherwise use such amount in any manner
ROUND ROCKAUSRB 201G:4dd.ppRa
15
permitted by law unless such surplus is required to be rebated in which case such event shall be
deposited into the Rebate Account.
(c) A Reserve Account Obligation issued in an amount equal to all or part of the Required
Reserve Amount for the Bonds may be used in lieu of depositing cash into the Reserve Account.
In addition, a Reserve Account Obligation may be substituted for monies and investments in the
Reserve Account if the substitution of the Reserve Account Obligation will not, in and of itself,
cause any ratings then assigned to the Bonds by any rating agency to be lowered and the ordinance
authorizing the substitution of the Reserve Account Obligation for all or part of the Required
Reserve Amount contains a finding that such substitution is cost effective.
(d) Notwithstanding anything to the contrary contained herein, the requirement set forth
in subsection (a) above to maintain the Required Reserve Amount in the Reserve Account shall be
suspended for such time as the Net Revenues for each Fiscal Year are equal to at least 1.35 times
the average Annual Debt Service Requirements. In the event that the Net Revenues for any Fiscal
Year are less than 1.35 times the average Annual Debt Service Requirements, the City will be
required to commence making Required Reserve Account Deposits, as provided in subsection (b)
above, and to continue such Required Reserve Account Deposits until the earlier of (i) such time
as the Reserve Account contains the Required Reserve Amount or (ii) the Net Revenues in each
of two consecutive years have been equal to not less than 1.35 times the average Annual Debt
Service Requirements. Notwithstanding the provisions of Section 4.03(a) of this section, if the
City commences deposits in the Reserve Account and later is authorized to suspend payments into
the fund under this section any funds so accumulated may, at the discretion of the City: (i) remain
in the Reserve Account or (ii) be used for any lawful purpose including additional projects or to
pay debt service on the Bonds.
(e) A Reserve Account Obligation permitted under (a) above, must be in the form of a
surety bond or insurance policy meeting the requirements described below.
(1) (i) A surety bond or insurance policy issued to the Paying Agent/Registrar, as agent of
the Holders, by a company licensed to issue an insurance policy guaranteeing the timely
payment of debt service on the Bonds (a "municipal bond insurer") if the claims paying
ability of the issuer thereof shall be rated "AAA" or "Aaa", respectively, by S&P and
Ivloody's, or (ii) a surety bond or insurance policy issued to the Paying Agent/Registrar, as
agent of the Holders, by an entity other than a municipal bond insurer, if the form and
substance of such instrument and the issuer thereof shall be approved in writing by each
Bond Insurer of record, if any.
(2) The obligation to reimburse the issuer of a Reserve Account Obligation for any claims
or draws upon such Reserve Account Obligation in accordance with its terms, including
expenses incurred in connection with such claims or draws, to the extent permitted by law,
(a Reserve Account Obligation Payment) shall be made from the deposits made to the
Reserve Account as provided in this Section. The Reserve Account Obligation shall
provide for a revolving feature under which the amount available thereunder will be
reinstated to the extent of any reimbursement of draws or claims paid. If the revolving
feature is suspended or terminated for any reason, the right of the issuer of the Reserve
ROUND ROCAUSR62016:41hSuppR�
16
Account Obligation to reimbursement will be subordinated to the cash replenishment of
the Reserve Account to an amount equal to the difference between the full original amount
available under the Reserve Account Obligation and the amount then available for further
draws or claims. In the event (a) the issuer of a Reserve Account Obligation becomes
insolvent, or (b) the issuer of a Reserve Account Obligation defaults in its payment
obligations thereunder, or (c) the claims paying ability of the issuer of the insurance policy
or surety bond falls below "AAA" or "Aaa", by S&P and Moody's, respectively, the
obligation to reimburse the issuer of the Reserve Account Obligation shall be subordinated
to the cash replenishment of the Reserve Account.
(3) In the event (a) the revolving reinstatement feature described in the preceding
paragraph is suspended or terminated, or (b) the rating of the claims paying ability of the
issuer of the surety bond or insurance policy falls below "AAA" or "Aaa", by S&P and
Moody's, respectively, the City shall either (i) deposit into the Reserve Account, in
accordance with this Section, an amount sufficient to cause the cash or investments credited
to the Reserve Account to accumulate to the Required Reserve Amount, or (ii) replace such
instimnent with a surety bond or insurance policy meeting the requirements of 1 and 2
above, within six months of such occurrence. In the event (a) the rating of the claims -
paying ability of the issuer of the surety bond or insurance policy falls below "A" by S&P
and Moody's, or (b) the issuer of the Reserve Account Obligation defaults in its payment
obligations hereunder, or (c) the issuer of the Reserve Account Obligation becomes
insolvent, the City shall either (i) deposit into the Reserve Account, in accordance with this
Section, amounts sufficient to cause the cash or investments on deposit in the Reserve
Account to accumulate to the Required Reserve Amount, or (ii) replace such instrument
with a surety bond or insurance policy meeting the requirements of 1 and 2 above within
six months of such occurrence.
(4) The Paying Agent/Registrar shall ascertain the necessity for a claim or draw upon any
Reserve Account Obligation and provide notice to the issuer of the Reserve Account
Obligation in accordance with its terms not later than three days (or such appropriate time
period as will, when combined with the timing of required payment under the Reserve
Account Obligation, ensure payment under the Reserve Account Obligation on or before
the interest payment date) prior to each date upon which the principal of or interest on the
Parity Debt will be due.
It is recognized that a Reserve Account Obligation may be issued which is payable only
with respect to a part of the Bonds with the remainder of the Required Reserve Amount being
satisfied by monies and investments and in that case any draws upon the Reserve Account will
have to be made on a pro -rata basis. Therefore, (i) draws upon one or more such Reserve Account
Obligations shall be made on a pro -rata basis with cash and investments available in the Reserve
Account and (ii) deposits and credits to the Reserve Account to restore it to the Required Reserve
Amount shall be utilized on a pro -rata basis to pay Reserve Account Obligation Payments to
reimburse the issuers of the Reserve Account Obligations, thus restoring that part of the Required
Reserve Amount, and to restore with cash and investments the balance of the Required Reserve
Amount.
ROUND ROM USPJ33 IGAIhSgpRr
17
ARTICLE V
COVENANTS REGARDING TAX EXEMPTION
Section 5.01. COVENANTS REGARDING TAX EXEMPTION ON THE TAX-
EXEMPT BONDS. (a) Covenants. The City covenants to take any action necessary to assure,
or refrain from any action which would adversely affect, the treatment of the Tax -Exempt Bonds
as obligations described in section 103 of the Code, the interest on which is not includable in the
"gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the
City covenants as follows:
(1) to use all proceeds of the Tax -Exempt Bonds for the payment of principal,
interest and redemption premium, if any, on the Refunded Obligations;
(2) to take any action to assure that no more than ten percent (10%) of the proceeds
of the Bonds or the Refunded Obligations or the projects financed or refinanced therewith
(less amounts deposited to a reserve fund, if any) are used for any "private business use,"
as defined in section 141(b)(6) of the Code or, if more than ten percent (10%) of the
proceeds of the Bonds or the Refunded Obligations or the projects financed or refinanced
therewith are so used, such amounts, whether or not received by the City, with respect to
such private business use, do not, under the terms of this Fourth Supplement or any
underlying arrangement, directly or indirectly, secure or provide for the payment of more
than ten percent (10%) of the debt service on the Bonds, in contravention of section
141(b)(2) of the Code;
(3) to take any action to assure that in the event that the "private business use"
described in subsection (2) hereof exceeds five percent (5%) of the proceeds of the Bonds
or the Refunded Obligations or the projects financed or refinanced therewith (less amounts
deposited into a reserve fund, if any) then the amount in excess of five percent (5%) is used
for a "private business use" which is "related" and not "disproportionate," within the
meaning of section 141(b)(3) of the Code, to the governmental use;
(4) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or five percent (5%) of the proceeds of the Bonds (less amounts deposited into
a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than
state or local governmental units, in contravention of section 141(c) of the Code;
(5) to refrain from taking any action which would otherwise result in the Bonds
being treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(6) to refrain from taking any action that would result in the Bonds being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(7) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
ROUND ROCIQUSRB ZD16:4lh5uppR-
18
investment property (as defined in section 148(b)(2) of the Code) which produces a
materially higher yield over the term of the Bonds, other than investment property acquired
with --
(A) proceeds of the Bonds invested for a reasonable temporary period of
3 years or less or, in the case of a refunding bond, for a period of 90 days or less
for current refundings and 30 days or less for advance refundings until such
proceeds are needed for the purpose for which the Bonds are issued,
(B) amounts invested in abona fide debt service funds, within the meaning
of section 1.148-1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or replacement
funds to the extent such amounts do not exceed ten percent (10%) of the proceeds
of the Bonds;
(8) to otherwise restrict the use of the proceeds of the Bonds or amounts treated
as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the
extent applicable, section 149(4) of the Code (relating to advance refundings); and
(9) to pay to the United States of America at least once during each five-year
period (beginning on the date of delivery of the Bonds) an amount that is at least equal to
90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and
to pay to the United States of America, not later than 60 days after the Bonds have been
paid in full, 100 percent of the amount then required to be paid as a result of Excess
Earnings under section 148(f) of the Code.
(b) Rebate Account. In order to facilitate compliance with the above covenant in
subsection (a)(9), a "Rebate Account" is hereby established by the City for the sole benefit of the
United States of America, and such fund shall not be subject to the claim of any other person,
including without limitation the bondholders. The Rebate Account is established for the
additional purpose of compliance with section 148 of the Code.
(c) Proceeds. The City understands that the term "proceeds" includes "disposition
proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred
proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the
Bonds. It is the understanding of the City that the covenants contained herein are intended to
assure compliance with the Code and any regulations or rulings promulgated by the U.S.
Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter
promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the City
will not be required to comply with any covenant contained herein to the extent that such failure
to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the
exemption from federal income taxation of interest on the Bonds under section 103 of the Code.
In the event that regulations or rulings are hereafter promulgated which impose additional
requirements which are applicable to the Bonds, the City agrees to comply with the additional
ROUND ROCRAUSRS 2016:IthS.ppRu
19
requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to
preserve the exemption from federal income taxation of interest on the Bonds under section 103
of the Code. In furtherance of such intention, the City hereby authorizes and directs the Chief
Financial Officer to execute any documents, certificates or reports required by the Code and to
make such elections, on behalf of the City, which may be permitted by the Code as are consistent
with the purpose for the issuance of the Bonds. This Fourth Supplement is intended to satisfy the
official intent requirements set forth in Section 1.150-2 of the Treasury Regulations.
Section 5.02. TAXABLE BONDS. In connection with the issuance of any Series of
Taxable Bonds, the Pricing Officer may establish additional accounts or funds as necessary to
distinguish Taxable Bond proceeds from Tax -Exempt Bond proceeds.
Section 5.03. DISPOSITION OF PROJECT. The City covenants that the property
financed or refinanced by the Refunded Obligations will not be sold or otherwise disposed in a
transaction resulting in the receipt by the City of cash or other compensation, unless the City
obtains an opinion of nationally -recognized bond counsel that such sale or other disposition will
not adversely affect the tax-exempt status of the Bonds. For purposes of the foregoing, the portion
of the property comprising personal property and disposed in the ordinary course shall not be
treated as a transaction resulting in the receipt of cash or other compensation. For purposes
hereof, the City shall not be obligated to comply with this covenant if it obtains an opinion that
such failure to comply will not adversely affect the excludability for federal income tax purposes
from gross income of the interest.
ARTICLE VI
AMENDMENTS AND MODIFICATIONS
Section 6.01. AMENDMENTS OR MODIFICATIONS WITHOUT CONSENT OF
OWNERS OF BONDS. Subject to the provisions of the Master Ordinance, this Fourth
Supplement and the rights and obligations of the City and of the Owners of the Outstanding Bonds
may be modified or amended at any time without notice to or the consent of any Owner of the
Bonds or any other Parity Debt, solely for any one or more of the following purposes:
(i) To add to the covenants and agreements of the City
contained in this Fourth Supplement, other covenants and agreements thereafter to
be observed, or to surrender any right or power reserved to or conferred upon the
City in this Fourth Supplement;
(ii) To cure any ambiguity or inconsistency, or to cure or correct
any defective provisions contained in this Fourth Supplement, upon receipt by the
City of an Opinion of Counsel, that the same is needed for such purpose, and will
more clearly express the intent of this Fourth Supplement;
(iii) To supplement the Security for the Bonds;
ROUND ROCK\USRR 201G:4th5upRR6
20
(iv) To make such other changes in the provisions hereof, as the
City may deem necessary or desirable and which shall not, in the judgment of the
City, materially adversely affect the interests of the Owners of the Outstanding
Bonds;
(v) To make any changes or amendments requested by the State
Attorney General's Office as a condition to the approval of the Bonds, which
changes or amendments do not, in the judgment of the City, materially adversely
affect the interests of the Owners of the Outstanding Bonds; or
(vi) To make any changes or amendments requested by any bond
rating agency then rating or requested to rate the Bonds, as a condition to the
issuance or maintenance of a rating, which changes or amendments do not, in the
judgment of the City, materially adversely affect the interests of the Owners of the
Outstanding Bonds,
Section 6.02. AMENDMENTS OR MODIFICATIONS WITH CONSENT OF
OWNERS OF BONDS. (a)Amendments. Subject to the other provisions of this Fourth
Supplement, the Master Ordinance and the consent of the Bond Insurer, if any, the Owners of
Outstanding Bonds aggregating a majority in Outstanding Principal Amount shall have the right
fiom time to time to approve any amendment, other than amendments described in Section 6.01
hereof, to this Fourth Supplement that may be deemed necessary or desirable by the City, provided,
however, that nothing herein contained shall permit or be construed to permit, without the approval
of the Owners of all of the Outstanding Bonds, the amendment of the terms and conditions in this
Fourth Supplement or in the Bonds so as to:
(i) Make any change in the maturity of the Outstanding Bonds;
(ii) Reduce the rate of interest borne by Outstanding Bonds;
(iii) Reduce the amount of the principal payable on Outstanding
Bonds;
(iv) Modify the terms of payment of principal of or interest on
the Outstanding Bonds, or impose any conditions with respect to such payment;
(v) Affect the rights of the Owners of less than all Bonds then
Outstanding; or
(vi) Change the minimum percentage of the Outstanding
Principal Amount of Bonds necessary for consent to such amendment.
(b) Notice. If at any time the City shall desire to amend this Fourth Supplement
pursuant to Subsection (a), the City shall cause notice of the proposed amendment to be published
in a financial newspaper or journal of general circulation in the City of New York! New York
(including, but not limited to, The Bond Buyer or The Wall Street Journal) or in the State
ROUND ROCK\ URB 2016: 4thS.ppR.s
21
(including, but not limited to, The Texas Bond Reporter), once during each calendar week for at
least two successive calendar weeks or disseminated by electronic means customarily used to
convey notices of redemption. Such notice shall briefly set forth the nature of the proposed
amendment and shall state that a copy thereof is on file at the principal office of the Paying
Agent/Registrar for inspection by all Owners of Bonds. Such publication is not required,
however, if the City gives or causes to be given such notice in writing to each Owner of Bonds.
A copy of such notice shall be provided in writing to each rating agency maintaining a rating on
the Bonds and to the Bond Insurer, if any.
(c) Receipt of Consents. Whenever at any time the City shall receive an instrument
or instruments executed by all of the Owners or the Owners of Outstanding Bonds aggregating a
majority in Outstanding Principal Amount, as appropriate, which instrument or instruments shall
refer to the proposed amendment described in said notice and which consent to and approve such
amendment in substantially the form of the copy thereof on file as aforesaid, the City may adopt
the amendatory resolution in substantially the same form.
(d) Consent Irrevocable. Any consent given by any Owner pursuant to the provisions
of this Section shall be irrevocable for a period of six (6) months from the date of the first
publication or other service of the notice provided for in this Section, and shall be conclusive and
binding upon all future Owners of the same Bond during such period. Such consent may be
revolted at any time after six (6) months from the date of the first publication of such notice by the
Owner who gave such consent, or by a successor in title, by filing notice thereof with the Paying
Agent/Registrar and the City, but such revocation shall not be effective if the Owners of
Outstanding Bonds aggregating a maj ority in Outstanding Principal Amount prior to the attempted
revocation consented to and approved the amendment. Notwithstanding the foregoing, any
consent given at the time of and in connection with the initial purchase of Bonds shall be
irrevocable.
(e) Ownership. For the purpose of this Section, the ownership and other matters
relating to all Bonds registered as to ownership shall be determined from the Security Register
Rept by the Paying Agent/Registrar therefor. The Paying Agent/Registrar may conclusively
assume that such ownership continues until w}.-itten notice to the contrary is served upon the Paying
Agent/Registrar.
Section 6.03. EFFECT OF AMENDMENTS. Upon the adoption by the City of any
resolution to amend this Fourth Supplement pursuant to the provisions of this Article, this Fourth
Supplement shall be deemed to be amended in accordance with the amendatory resolution, and the
respective rights, duties, and obligations of the City and all the Owners of Outstanding Bonds shall
thereafter be determined, exercised, and enforced tinder the Master Ordinance and this Fourth
Supplement, as amended.
ROUND ROCK\USR0]016-.4d,SUppR"
22
ARTICLE VII
MISCELLANEOUS
Section 7.01. DISPOSITION OF BOND PROCEEDS AND OTHER FUNDS.
Proceeds from the sale of the Bonds shall, promptly upon receipt thereof, be applied by the Chief
Financial Officer as follows:
(i) any underwriting discount or fees may be retained by and/or
wired directly to such parties;
(ii) any accrued interest shall be deposited as provided in
Section 4.01;
(iii) an amount sufficient to provide for the refunding of the
Refunded Obligations shall be deposited with the Escrow Agent pursuant to the
Escrow Agreement to refund the Refunded Obligations; and
(iv) an amount sufficient to pay the remaining costs of issuance
of the Bonds shall be deposited in the Bond Proceeds Account to be used for such
purpose.
Any sale proceeds of the Bonds remaining after making all deposits and payments provided for
above shall be deposited into the Interest and Sinking Account and applied to the payment of
principal of and interest on the Bonds.
Section 7.02. MAILED NOTICES. Except as otherwise required herein, all notices
required or authorized to be given to the City or the Paying Agent/Registrar pursuant to this Fourth
Supplement shall be in writing and shall be sent by registered or certified mail, postage prepaid,
to the following addresses or otherwise given in a manner deemed, in writing, acceptable to the
party to receive the notice:
to the City:
City of Round Rock, Texas
221 E. Main Street
Round Rock, Texas 78664
Attn: Chief Financial Officer
Telephone: (512) 218-5400
Facsimile: (512) 218-7097
2. to the PuingAgent/Re 'sig tray:
As set forth in the Pricing Certificate
or to such other addresses as may from time to time be furnished to the parties, effective upon the
receipt of notice thereof given as set forth above.
ROUND ROCAUSR6 I016:4d,SuppRo
23
Section 7.03. DEFEASANCE OF BONDS. (a) Deemed Paid. The principal of and/or
the interest and redemption premium, if any, on any Bonds shall be deemed to be Defeased Debt
within the meaning of the Master Ordinance, except to the extent provided in subsections (c) and
(e) of this Section, when payment of the principal of such Bonds, phis interest thereon to the due
date or dates (whether such due date or dates be by reason of maturity, upon redemption, or
otherwise) either (i) shall have been made or caused to be made in accordance with the terms
thereof (including the giving of any required notice of redemption or the establishment of
irrevocable provisions for the giving of such notice) or (ii) shall have been provided for on or
before such due date by irrevocably depositing with or making available to the Paying
Agent/Registrar for such Bonds or an eligible trust company or commercial bank for such payment
(1) lawful money of the United States of America sufficient to make such payment, (2) Defeasance
Securities, certified by an independent public accounting firm of national reputation to mature as
to principal and interest in such amounts and at such times as will ensure the availability, without
reinvestment, of sufficient money to provide for such payment and when proper arrangements
have been made by the City with the Paying Agent/Registrar for such Bonds or an eligible trust
company or commercial bank for the payment of its services until all Defeased Debt shall have
become due and payable or (3) any combination of (1) and (2). At such time as Bonds shall be
deemed to be a Defeased Debt hereunder, as aforesaid, such Bonds and the interest thereon shall
no longer be secured by, payable from, or entitled to the benefits of the Security as provided in the
Master Ordinance and this Fourth Supplement, and such principal and interest shall be payable
solely from such money or Defeasance Securities, and thereafter the City will have no further
responsibility with respect to amounts available to such Paying Agent/Registrar (or other financial
institution permitted by applicable law) for the payment of such Defeased Debt, including any
insufficiency therein caused by the failure of the Paying Agent/Registrar (or other financial
institution permitted by law) to receive payment when due on the Defeasance Debt.
(b) Investments. The deposit under clause (ii) of subsection (a) of this Section shall be
deemed a payment of Bonds as aforesaid when proper notice of redemption of such Bonds shall
have been given or upon the establishment of irrevocable provisions for the giving of such notice,
in accordance with the Master Ordinance and this Fourth Supplement. Any money so deposited
with the Paying Agent/Registrar for such Bonds or an eligible trust company or commercial bank
as provided in this Section may at the discretion of the City also be invested in Defeasance
Securities, maturing in the amounts and at the times as hereinbefore set forth, and all income from
all Defeasance Securities in possession of the Paying Agent/Registrar for such Bonds or an eligible
trust company or commercial bank pursuant to this Section which is not required for the payment
of such Bonds and premium, if any, and interest thereon with respect to which such money has
been so deposited, shall be remitted to the City for deposit to the General Account of the System
Account.
(c) Continuing Duty of Paying Agent and Re ig strar. Notwithstanding any provision of
any other Section of this Fourth Supplement which may be contrary to the provisions of this
Section, all money or Defeasance Securities set aside and held in trust pursuant to the provisions
of this Section for the payment of principal of Bonds and premium, if any, and interest thereon,
shall be applied to and used solely for the payment of the particular Bonds and premium, if ally,
and interest thereon, with respect to which such money or Defeasance Securities have been so set
aside in trust. Until all Defeased Debt shall have become due and payable, the Paying
ROUND ROMUSRO 2016:4thSOppRu
24
Agent/Registrar for such Defeased Debt shall perform the services of Paying Agent/Registrar for
such Defeased Debt the same as if they had not been defeased, and the City shall make proper
arrangements to provide and pay for such services as required by this Fourth Supplement.
(d) Amendment of this Section. Notwithstanding anything elsewhere in this Fourth
Supplement, if money or Defeasance Securities have been deposited or set aside with the Paying
Agent/Registrar for such Bonds or an eligible trust company or commercial bank pursuant to this
Section for the payment of Bonds and such Bonds shall not have in fact been actually paid in full,
no amendment of the provisions of this Section shall be made without the consent of the registered
owner of each Bonds affected thereby.
(e) Retention of Rights. Notwithstanding the provisions of subsection (a) of this Section,
to the extent that, upon the defeasance of any Defeased Debt to be paid at its maturity, the City
retains the right under State law to later call that Defeased Debt for redemption in accordance with
the provisions of this Fourth Supplement relating to the Defeased Debt, the City may call such
Defeased Debt for redemption upon complying with the provisions of State law and upon the
satisfaction of the provisions of subsection (a) of this Section with respect to such Defeased Debt
as though it was being defeased at the time of the exercise of the option to redeem the Defeased
Debt and the effect of the redemption is taken into account in determining the sufficiency of the
provisions made for the payment of the Defeased Debt.
Section 7.04. PAYING AGENT/REGISTRA.R AGREEMENT, ESCROW
AGREEMENT AND OFFICIAL STATEMENT. (a) Form. The form of Paying
Agent/Registrar Agreement by and between the City and the Paying Agent/Registrar is hereby
approved and the Mayor is hereby authorized to execute, and deliver such Paying Agent/Registrar
Agreement.
(b) Escrow Agreement. The discharge and defeasance of Refunded Obligations shall
be effectuated pursuant to the terms and provisions of an Escrow Agreement, in the form and
containing the terms and provisions as shall be approved by a Pricing Officer, including any
insertions, additions, deletions, and modifications as may be necessary (a) to carry out the program
designed for the City by the underwriters or purchasers, (b) to maximize the City's present value
savings and/or to minimize the City's costs of refunding, (c) to comply with all applicable laws
and regulations relating to the refunding of the Refunded Obligations and (d) to carry out the other
intents and purposes of this Fourth Supplement; and, the Pricing Officer is hereby authorized to
select the Escrow Agent and execute and deliver such Escrow Agreement, on behalf of the City,
in multiple counterparts.
(c) Redemption Prior to Maturity of Refunded Obligations. To maximize the City's
present value savings and to minimize the City's costs of refunding, the City hereby authorizes
and directs that certain of the Refunded Obligations shall be called for redemption prior to maturity
in the amounts, at the dates and at the redemption prices set forth in each Pricing Certificate, and
the Pricing Officer is hereby authorized and directed to take all necessary and appropriate action
to give or cause to be given a notice of redemption to the holders or paying agent/registrars, as
appropriate, of such Refunded Obligations, in the manner required by the documents authorizing
the issuance of such Refunded Obligations.
ROUND ROCK\U5R9201C,4d SUppR.
25
(d) Purchase of Defeasance Securities. A Pricing Officer and the Escrow Agent are
each hereby authorized (a) to subscribe for, agree to purchase, and purchase Defeasance Securities
that are permitted investments for a defeasance escrow established to defease Refunded
Obligations, and to execute any and all subscriptions, purchase agreements, commitments, letters
of authorization and other documents necessary to effectuate the foregoing, and any actions
heretofore taken for such purpose are hereby ratified and approved, and (b) to authorize such
contributions to the escrow fund as are provided in each Escrow Agreement.
(e) Official Statement. The Pricing Officer is hereby authorized to approve the
Preliminary Official Statement, the Official Statement relating to the Bonds and any addenda,
supplement or amendment thereto and to deem such documents final in accordance with Rule
15c2-12, The City further approves the distribution of such Official Statement in the reoffering
of the Bonds by the underwriters or initial purchasers in final form, with such changes therein or
additions thereto as the Pricing Officer executing the same may deem advisable, such
determination to be conclusively evidenced by his or her execution thereof.
Section 7.05. FURTHER PROCEDURES. Each Authorized Representative is hereby
expressly authorized, empowered, and directed from time to time and at any time to do and perform
all such acts and things and to execute, acknowledge, and deliver in the name and under the
corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as
may be necessary or desirable in order to carry out the terms and provisions of this Fourth
Supplement, the Bonds, the sale and delivery of the Bonds, and fixing all details in connection
therewith, and the Paying Agent/Registrar Agreement. In connection with the issuance and
delivery of each the Bonds, the above -stated officers, with the advice of the City Attorney and
Bond Counsel to the City, are hereby authorized to approve, subsequent to the date of the adoption
of this Fourth Supplement, any amendments to the above named documents, and any technical
amendments to this Fourth Supplement as permitted by Section 6.01 (v) or (vi) and a Authorized
Representative is hereby authorized to execute this Fourth Supplement to evidence approval of
such changes.
Section 7.06. NONPRESENTMENT OF BONDS. If any Bond shall not be presented
for payment when the principal thereof becomes due, either at maturity or otherwise if moneys
sufficient to pay such Bond shall have been deposited with the Paying Agent/Registrar, it shall be
the duty of the Paying Agent/Registrar to hold such moneys, without liability to the City, any
Owner, or any other person for interest thereon, for the benefit of the Owner of such Bond.
Any moneys so deposited with and held by the Paying Agent/Registrar due to
nonpresentment of Bonds must be retained by the Paying Agent/Registrar for a period of at least
three years after the final maturity date of the Bonds or advance refunding date, if applicable.
Thereafter, to the extent permitted by the unclaimed property laws of the State, such amounts shall
be paid by the Paying Agent/Registrar to the City, free from the trusts created by this Fourth
Supplement and Owners shall be entitled to look only to the City for payment, and then only to
the extent of the amount so repaid by the Paying Agent/Registrar.
ROUND ROM USRB 201405.ppR.
26
Section 7.07. EFFECT OF SATURDAYS SUNDAYS AND LEGAL HOLIDAYS.
Whenever this Fourth Supplement requires any action to be taken on a Saturday, Sunday, or legal
holiday, such action shall be taken on the first business day occurring thereafter. Whenever in
this Fourth Supplement the time within which any action is required to be taken or within which
any right will lapse or expire shall terminate on a Saturday, Sunday, or legal holiday, such time
shall continue to run until midnight on the next succeeding business day.
Section 7.08. PARTIAL INVALIDITY. If any one or more of the covenants or
agreements or portions thereof provided in this Fourth Supplement on the part of the City should
be determined by a court of competent jurisdiction to be contrary to law, then such covenant or
covenants, or such agreement or agreements, or such portions thereof, shall be deemed severable
from the remaining covenants and agreements or portions thereof provided in this Fourth
Supplement and the invalidity thereof shall in no way affect the validity of the other provisions of
this Fourth Supplement or of the Bonds, but the Owners of the Bonds shall retain all the rights and
benefits accorded to them hereunder and under any applicable provisions of law.
Section 7.09. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual
Reports. The City shall provide annually to the MSRB, in an electronic format as prescribed by
the MSRB, within six months after the end of any fiscal year, financial information and operating
data with respect to the City as determined by the Pricing Officer at the time the Bonds are sold.
The Pricing Certificate shall specify such financial and operating data of the general type included
in the final Official Statement authorized by Section 7.04 of this Fourth Supplement. Any
financial statements to be so provided shall be (1) prepared in accordance with the accounting
principles described in Exhibit "C" hereto, or such other accounting principles as the City may be
required to employ from time to time pursuant to state law or regulation, and (2) audited, if the
City commissions an audit of such statements and the audit is completed within the period during
which they must be provided. If the audit of such financial statements is not complete within such
period, then the City shall provide unaudited financial statements within such period, and audited
financial statements for the applicable fiscal year to the MSRB, when and if the audit report on
such statements become available.
If the City changes its fiscal year, it will notify the MSRB of the change (and of the date
of the new fiscal year end) prior to the next date by which the City otherwise would be required to
provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may
be set forth in full in one or more documents or may be included by specific reference to any
document that is available to the public on the MSRB's internet web site or filed with. the SEC. All
documents provided to the MSRB pursuant to this Section shall be accompanied by identifying
information as prescribed by the MSRB.
(b) Certain Event Notices. The City shall notify the MSRB, in an electronic format as
prescribed by the MSRB, in a timely manner not in excess of ten business days after the occurrence
of the event, of any of the following events with respect to the Bonds:
A. Principal and interest payment delinquencies;
ROUND ROCMUSRB 2016AMUppRes
27
B. Non-payment related defaults, if material within the meaning of the federal
securities laws;
C. Unscheduled draws on debt service reserves reflecting financial difficulties;
D. Unscheduled draws on credit enhancements reflecting financial difficulties;
E. Substitution of credit or liquidity providers, or their failure to perform;
F. Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the Bonds, or other events affecting the tax status
of the Bonds;
G. Modifications to rights of holders of the Bonds, if material within the
meaning of the federal securities laws;
H. Bond calls, if material within the meaning of the federal securities laws and
tender offers;
I. Defeasances;
J. Release, substitution, or sale of property securing repayment of the Bonds,
if material within the meaning of the federal securities laws;
K. Rating changes;
L. Bankruptcy, insolvency, receivership or similar event of the City;
M. The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of the assets of the City, other than
in the ordinary course of business, the entry into a definitive agreement to
undertake such an action or the termination of a definitive agreement
relating to any such actions, other than pursuant to its terms, if material
within the meaning of the federal securities laws; and
N. Appointment of a successor or additional trustee or the change of name of
a trustee, if material within the meaning of the federal securities laws.
The City shall notify the MSRB, in an electronic format as prescribed by the MSRB, in a
timely manner, of any failure by the City to provide financial information or operating data in
accordance with subsection (a) of this Section by the time required by such subsection. All
documents provided to the MSRB pursuant to this Section shall be accompanied by identifying
information as prescribed by the MSRB.
ROUND ROCMUSRB 2016:4ihSuppRa
28
(c) Limitations Disclaimers, and Amendments. The City shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so long as,
the City remains an "obligated person" with respect to the Bonds within the meaning of the Rule,
except that the City in any event will give notice of any deposit made in accordance with Section
7.03 of this Fourth Supplement that causes the Bonds no longer to be outstanding.
The provisions of this Section are for the sole benefit of the holders and beneficial owners
of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or
equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide
only the financial information, operating data, financial statements, and notices which it has
expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any
other information that may be relevant or material to a complete presentation of the City's financial
results, condition, or prospects or hereby undertake to update any information provided in
accordance with this Section or otherwise, except as expressly provided herein. The City does
not make any representation or warranty concerning such information or its usefulness to a
decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY
SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
comprise a breach of or default under this Fourth Supplement for purposes of any other provision
of this Fourth Supplement.
Should the Rule be amended to obligate the City to make filings with or provide notices to
entities other than the MSRB, the City hereby agrees to undertake such obligation with respect to
the Bonds in accordance with the Rule as amended.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise fiom a change in legal requirements, a change in law, or a change
in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this
Section, as so amended, would have permitted a purchaser to purchase or sell Bonds in the primary
offering of the Bonds in compliance with the Rule, taking into account any amendments or
interpretations of the Rule since such offering as well as such changed circumstances and (2) either
(a) the holders of a majority in aggregate principal amount (or any greater amount required by any
other provision of this Fourth Supplement that authorizes such an amendment) of the outstanding
ROUND ROCK\USRB 1015:4thSuppRet
29
Bonds consents to such amendment or (b) a person that is unaffiliated with the City (such as
nationally recognized bond counsel) determines that such amendment will not materially impair
the interest of the holders and beneficial owners of the Bonds. If the City so amends the
provisions of this Section, it shall include with any amended financial information or operating
data next provided in accordance with paragraph (a) of this Section an explanation, in narrative
form, of the reason for the amendment and of the impact of any change in the type of financial
information or operating data so provided. The City may also amend or repeal the provisions of
this continuing disclosure agreement if the SEC amends or repeals the applicable provision of
the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid,
but only if and to the extent that the provisions of this sentence would not prevent a purchaser from
lawfully purchasing or selling Bonds in the primary offering of the Bonds.
(d) Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
Section 7.10. CREDIT AGREEMENT. To the extent permitted by law, the City
reserves the right in the future to enter into Credit Agreements in connection with the Bonds, upon
complying with the requirements set forth in Section 7(c) of the Master Ordinance and upon
obtaining the written opinion of the Chief Financial Officer that such Credit Agreements are in the
best interest of the City given the market conditions at the time. The Credit Agreements will
constitute a Credit Agreement as defined in the Master Ordinance. Credit Agreements and the
obligations thereunder may, pursuant to their terms, constitute (i) Parity Debt secured by a pledge
of the Security on parity with the Bonds and other Parity Debt, (ii) Subordinated Debt secured by
a pledge of the Security subordinate to the Bonds and other Parity Debt or (iii) partially Parity
Debt and partially Subordinated Debt.
Section 7.11. DEFAULT AND REMEDIES. (a) Events of Default. Each of the
following occurrences or events for the purpose of this Fourth Supplement is hereby declared to
be an Event of Default:
(i) the failure to make payment of the principal of or interest on
any of the Bonds when the same becomes due and payable; or
(ii) default in the performance or observance of any other
covenant, agreement or obligation of the City, the failure to perform which
materially, adversely affects the rights of the Registered Owners of the Bonds,
including, but not limited to, their prospect or ability to be repaid in accordance
with this Fourth Supplement, and the continuation thereof for a period of 60 days
after notice of such default is given by any Registered Owner to the City.
ROUND ROCA USU 2076: ithSuppRss
30
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every
case, any Registered Owner or an authorized representative thereof, including, but
not limited to, a trustee or trustees therefor, may proceed against the City, or any
official, officer or employee of the City in their official capacity, for the purpose of
protecting and enforcing the rights of the Registered Owners under this Fourth
Supplement, by mandamus or other suit, action or special proceeding in equity or
at law, in any court of competent jurisdiction, for any relief permitted by law,
including the specific performance of any covenant or agreement contained herein,
or thereby to enjoin any act or thing that may be unlawful or in violation of any
right of the Registered Owners hereunder or any combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and
maintained for the equal benefit of all Registered Owners of Bonds then
outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be
exclusive of any other available remedy or remedies, but each and every such
remedy shall be cumulative and shall be in addition to every other remedy given
hereunder or under the Bonds or now or hereafter existing at law or in equity;
provided, however, that notwithstanding any other provision of this Fourth
Supplement, the right to accelerate the debt evidenced by the Bonds shall not be
available as a remedy under this Fourth Supplement.
(ii) The exercise of any remedy herein conferred or reserved shall
not be deemed a waiver of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this
Fourth Supplement, such Registered Owner agrees that the certifications required
to effectuate any covenants or representations contained in this Fourth Supplement
do not and shall never constitute or give rise to a personal or pecuniary liability or
charge against the officers, employees or trustees of the City or the City Council.
(iv) None of the members of the City Council, nor any other
official or officer, agent, or employee of the City, shall be charged personally by
the Registered Owners with any liability, or be held personally liable to the
Registered Owners under any term or provision of this Fourth Supplement, or
because of any Event of Default or alleged Event of Default under this Fourth
Supplement.
Section 7.12. RULES OF INTERPRETATION. For purposes of this Fourth
Supplement, except as otherwise expressly provided or the context otherwise requires:
ROUND ROGMUSRB 3016:4,h5gpR.
31
(a) The words "herein," "hereof' and "hereunder" and other similar words refer to this
Fourth Supplement as a whole and not to any particular Article, Section, or other subdivision.
(b) The definitions in an Article are applicable whether the terms defined are used in the
singular or the plural.
(c) All accounting terms that are not defined in this Fourth Supplement have the meanings
assigned to them in accordance with then applicable accounting principles.
(d) Any pronouns used in this Fourth Supplement include both the singular and the plural
and cover both genders.
(e) Any terms defined elsewhere in this Fourth Supplement have the meanings attributed
to them where defined.
(f) The captions or headings are for convenience only and in no way define, limit or
describe the scope or intent, or control or affect the meaning or construction, of any provisions or
sections hereof.
(g) Any references to Section numbers are to Sections of this Fourth Supplement unless
stated otherwise.
Section 7.13. INDIVIDUALS NOT LIABLE. All covenants, stipulations, obligations,
and agreements of the City contained in this Fourth Supplement shall be deemed to be covenants,
stipulations, obligations, and agreements of the Financing Program, the Utility System and the
City to the full extent authorized or permitted by State law. No covenant, stipulation, obligation,
or agreement herein contained shall be deemed to be a covenant, stipulation, obligation, or
agreement of any member of the City Council or agent or employee of the City in his or her
individual capacity and neither the members of the City Council, nor any officer, employee, or
agent of the City shall be liable personally on the Bonds when issued, or be subject to any personal
liability or accountability by reason of the issuance thereof.
Section 7.14. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby
authorizes the disbursement of a fee equal to the lesser of (i) one-tenth of one percent of the
principal amount of the Bonds or (ii) $9,500, provided that such fee shall not be less than $750, to
the Attorney General of Texas Public Finance Division for payment of the examination fee charged
by the State of Texas for the Attorney General's review and approval of public securities and credit
agreements, as required by Section 1202.004 of the Texas Government Code. The Authorized
Representative is hereby instructed to take the necessary measures to make this payment. The
City is also authorized to reimburse the appropriate City funds for such payment from proceeds of
the Bonds of each Series.
Section 7.15. FURTHER ACTIONS. The officers and employees of the City are
hereby authorized, empowered and directed from time to time and at any time to do and perform
all such acts and things and to execute, acknowledge and deliver in the naive and under the
corporate seal and on behalf of the City all such instnunents, whether or not herein mentioned, as
ROUND ROCK\USRR 2016:40uppRU
32
may be necessary or desirable in order to carry out the terms and provisions of this Forth
Supplement, the Bonds, the initial sale and delivery of the Bonds, the Paying Agent/Registrar
Agreement, any insurance commitment letter or insurance policy and the Official Statement. In
addition, prior to the initial delivery of the Bonds, the Mayor, the City Manager or Assistant City
Manager, the Chief Financial Officer, the City Attorney and Bond Counsel are hereby authorized
and directed to approve any technical changes or corrections to this Forth Supplement or to any of
the instruments authorized and approved by this Forth Supplement necessary in order to (i) correct
any ambiguity or mistake or properly or more completely document the transactions contemplated
and approved by this Forth Supplement and as described in the Official Statement, (ii) obtain a
rating fiom any of the national bond rating agencies or satisfy requirements of the Bond Insurer,
or (iii) obtain the approval of the Bonds by the Texas Attorney General's office. In case any officer
of the City whose signature shall appear on any Bond shall cease to be such officer before the
delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes
the same as if such officer had remained in office until such delivery.
ROUND ROCKN USR91016:4th5•gpRe
33
IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, finally
passed, approved and effective this 12th day of May, 2016.
Mayor
City of Round Rock, Texas
ATTEST:
QAVI-- - &wj�-
City Cleric
City of Round Rock, Texas
APPROVED AS TO LEGALITY:
City Attornel
City of Round Rock, Texas
ROUND ROCK\ USRB 2016:4,WppRes
SigPgResolution
The City has caused this Fourth Supplement to be executed by an Authorized
Representative.
CITY OF ROUND ROCK, TEXAS
B y: - �., e� r
-:<, �f
horized Representative
ROUND ROCK\ U5R8 2016:46S.ppR.
SigPgResolution
EXfIIBIT A
DEFINITIONS
As used in this Fourth Supplement, the following terms shall have the meanings set forth
below, unless the text hereof specifically indicates otherwise:
"Accreted Value" means, with respect to a Premium Compound Interest Bond, as of any
particular date of calculation, the original principal amount thereof, plus all interest accrued and
compounded to the particular date of calculation, as determined in accordance with the Pricing
Certificate and the Accretion Table attached as an exhibit to the Pricing Certificate relating to the
respective Bonds that shows the Accreted Value per $5,000 maturity amount on the calculation
date of maturity to its maturity.
"Accretion Table" means the exhibit attached to the Pricing Certificate that sets forth the
rounded original principal amounts at the Issuance Date for the Premium Compound Interest
Bonds and the Accreted Values and maturity amounts thereof as of each Compounding Date until
final maturity.
"Authorized Denominations" - Means $5,000 or any integral multiple thereof.
"Authorized Representative" means the City Manager, Assistant City Manager/Chief
Financial Officer and Finance Director or such other individuals so designated by the City to
perform the duties of an Authorized Representative under the Master Ordinance.
"Bond Insurer" means any entity that insures or guarantees the payment of principal and
interest on any Bonds or the provider of a Reserve Fund Obligation.
"Bonds" - The Bonds issued pursuant to and governed by this Fourth Supplement, as
described in Article II hereof.
"Chief Financial Officer" means the Assistant City Manager/Chief Financial Officer of the
City or the Finance Director of the City or such other officer or employee of the City or such other
individual so designated by the City to perform the duties of Chief Financial Officer under the
Master Ordinance.
"Compounded Amount" means, with respect to a Premium Compound Interest Bond, as of
any particular date of calculation, the original principal amount thereof plus all interest accrued
and compounded to the particular date of calculation.
"Compounding Dates" means the dates on which interest is compounded on the Premium
Compound Interest Bonds as set forth in the Accretion Table attached to the Pricing Certificate.
"Current Interest Bonds" means the Bonds paying current interest and maturing in each of
the years and in the aggregate principal amounts set forth in the Pricing Certificate.
ROUND ROOQUSRB201G:41h5uppR.
A-1
"Defeasance Securities" - Means (i) Federal Securities, (ii) noncallable obligations of an
agency or instrumentality of the United States of America, including obligations that are
unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the
City adopts or approves proceedings authorizing the issuance of refunding bonds or otherwise
provide for the funding of an escrow to effect the defeasance of Bonds are rated as to investment
quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent,
(iii) noncallable obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and that, on the date the City adopts or approves
proceedings authorizing the issuance of refunding bonds or otherwise provide for the funding of
an escrow to effect the defeasance of Bonds, are rated as to investment quality by a nationally
recognized investment rating firm no less than "AAA" or its equivalent, and (iv) any other then
authorized securities or obligations under applicable State law in existence at the time of such
defeasance that may be used to defease obligations such as the Bonds. The foregoing
notwithstanding, the Pricing Officer may elect in the Pricing Certificate to modify this definition
of "Defeasance Securities" by eliminating any securities or obligations set forth in the preceding
sentence upon determining that it is in the best interests of the City to do so.
"DTC" - The Depository Trust Company, New York, New York, or any successor
securities depository.
"DTC Participant" - Securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among DTC Participants.
"Escrow Agent" means the financial institution selected by the Pricing Officer to perform
such function in the Pricing Certificate or any successor escrow agent under the Escrow
Agreement.
"Escrow Agreement" means the agreements by and between the City and the Escrow Agent
relating to refunding the Refunded Obligations and the cash defeasance, respectively.
"Federal Securities" - Direct, noncallable obligations of the United States of America,
including obligations that are unconditionally guaranteed by the United States of America.
"Initial Bonds" means the Bonds authorized, issued, and initially delivered as provided in
Section 2.06 of this Fourth Supplement.
"Issuance Date" - The date of delivery of the Bonds to the initial purchaser(s) thereof
against payment therefor.
"Master Ordinance" means the "Master Ordinance Establishing the City of Round Rock,
Texas Utility System Revenue Financing Program, adopted by the City on September 14, 2006,
as amended by an "Ordinance Adopting a First Amendment to the Master Ordinance Establishing
the City of Round Rock, Texas Utility System Revenue Financing Program," adopted by the City
on May 8, 2014, and as may be further amended or supplemented fiorn time to time.
ROUND ROCK\ U5R8 2016: 41h5UppR"
A-2
"Maturity" - When used with respect to the Bonds, the scheduled maturity of the Bonds.
"Maximum Rate" - A net effective interest rate (as defined in and calculated in accordance
with the provisions of the Chapter 1204, Texas Government Code, as amended not to exceed
fifteen percent (15%)).
"MSRB" - The Municipal Securities Rulemaking Board.
"Ordinance" - Collectively, the Master Ordinance and this Fourth Supplement.
"Owner" - The registered owners of the Bonds as shown on the Security Register and to
the extent set forth in a Credit Agreement relating to the Bonds, the party contracting with the City
under a Credit Agreement.
1, 11
Paying Agent - The agent selected and appointed by the City for purposes of paying the
principal of, premium, if any, and interest on the Bonds to the Owners thereof, as identified in
Section 2.03 hereof and any successor to such agent.
"Paying Agent/Registrar" - Collectively, the Paying Agent and the Registrar designated in
Section 2.03 of this Fourth Supplement or any successor to such agent.
"Paying Agent/Registrar Agreement" - The agreement having such name executed by and
between the City and the Paying Agent/Registrar.
"Predecessor Bonds" - Predecessor Bonds as defined in Section 2.05(a) hereof.
"Premium Compound Interest Bonds" means the Bonds on which no interest is paid prior
to maturity, maturing in various amounts and in the aggregate principal amount as set forth in the
Pricing Certificate.
"Pricing Certificate" means each Pricing Certificate of the City's Pricing Officer to be
executed and delivered pursuant to Section 4 hereof in connection with the issuance of each series
of the Bonds.
"Pricing Officer" means the City Manager acting as the designated pricing officer of the
City to execute the Pricing Certificate. In the absence of the City Manager, the Chief Financial
Officer may act as the designated pricing officer of the City to execute the Pricing Certificate.
"Rebate Account" - The account by that name described in Section 4.02 hereof.
"Record Date" - With respect to each interest payment date of a Bond, the date set forth in
the Pricing Certificate.
"Refunded Obligations" means those Refundable Obligations designated by the Pricing
Officer in each Pricing Certificate to be refunded.
ROUND ROC1Ql$RB 2016:41hS ppR.
A-3
"Refundable Obligations" means all or a portion of the City's outstanding debt obligations
issued pursuant to the Master Ordinance.
"Registrar" - The agent selected and appointed by the City for purposes of keeping and
maintaining books and records relating to the registration, transfer, exchange, and payment of the
Bonds and interest thereon, as identified in Section 2.03 hereof and any successor to such agent.
"Reserve Account" - The account that was described in Section 4.03 hereof.
"Reserve Account Obligation - Means a surety bond or insurance policy deposited in the
Reserve Account to satisfy the Required Reserve Amount whereby the issuer is obligated to
provide funds up to and including the maximum amount and under the conditions specified in such
agreement or instrument.
"Rule" - SEC Rule 15c2-12, as amended from time to time.
"SEC" - The United States Securities and Exchange City.
"Fourth Supplement" - This Fourth Supplemental Ordinance, which was adopted pursuant
to authority reserved by the City under the Master Ordinance.
"Section" - Unless the context clearly requires otherwise, refers to a Section of this Fourth
Supplement.
"Security Register" - The books and records kept and maintained by the Registrar relating
to the registration, transfer, exchange, and payment of the Bonds and the interest thereon.
"Taxable Bonds" means the series of Bonds bearing interest at a taxable rate.
"Tax -Exempt Bonds" means the series of Bonds bearing interest which is excludable from
gross income for Federal taxation purposes pursuant to section 103 of the Code.
ROUND ROMUSRD 2016:CMIPpRe
A-4
FORM OF BONDS
(All blanks and any appropriate or necessary insertions or deletions to be completed as
determined by the Pricing Officer in the Pricing Certificate.)
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF WILLIAMSON AND TRAVIS
CITY OF ROUND ROCK, TEXAS
UTILITY SYSTEM REVENUE REFUNDING BONDS,
SERIES 2016
[FORM OF FIRST PARAGRAPH OF CURRENT INTEREST BONDS]
No. R -
ISSUANCE
DATE:
INTEREST
RATE:
MATURITY
DATE:
CUSIP:
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
The City of Round Rock, Texas (the "City") hereby promises to pay, solely from the
sources hereinafter identified and as hereinafter stated, to the Registered Owner named above, or
the registered assigns thereof, the Principal Amount specified above on the Maturity Date specified
above and to pay interest on the unpaid principal amount hereof from the Issuance Date specified
above at sale at the per annum rate of interest specified above computed on the basis of a 360 -day
year of twelve 30 -day months; such interest being payable on and
* of each year, commencing , 20_' * Principal of this Bond
shall be payable to the Registered Owner hereof, upon presentation and urrender, at the designated
office of the Paying Agent/Registrar named in the registration certificate appearing hereon, or its
successor. Interest shall be payable to the Registered Owner of this Bond whose name appears
on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on
the "Record Date," which is the * day of the preceding month. All payments of
principal of, premium, if any, and interest on this Bond shall be payable in lawful money of the
* As provided in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent with any provisions in this
Form of Bond or contains information to complete missing information in this Form of Bond, the language in the Pricing Certificate shall be used
in the executed Bonds.
ROUND ROCK\USR92016:4d5uppRu
B-1
United States of America, without exchange or collection charges, and interest payments shall be
made by the Paying Agent/R.cgistrar by check sent on or before the appropriate date of payment,
by United States mail, first-class postage prepaid, to the Registered Owner hereof at the address
appearing in the Security Register or by such other method, acceptable to the Paying
Agent/Registrar, requested by, and at the risk and expense of, the Registered Owner hereof.
[FORM OF FIRST PARAGRAPHS
OF PREMIUM COMPOUND INTEREST BOND]
NO. PC -
MATURITY
AMOUNT
S
ISSUANCE
DATE:
INTEREST
RATE:
MATURITY
DATE:
CUSIP:
REGISTERED OWNER:
MATURITY AMOUNT:
The City of Round Rock, Texas (the "City") hereby promises to pay, solely from the
sources hereinafter identified and as hereinafter stated, to the Registered Owner named above, or
the registered assigns thereof, the Maturity Amount set forth above, representing the principal
amount hereof and accrued and compounded interest hereon. Interest shall accrue on the principal
amount hereof from the Issuance Date at the interest rate per annum specified above, calculated
on the basis of a 360 day year comprised of twelve 30 day months, compounded semiannually on
* and * of each year commencing 20 *. For
convenience of reference, a table appears on the back of this Bond showing the "Compounded
Amount" of the original principal amount plus initial premium, if any, per $5,000 Maturity Amount
compounded semiannually at the yield shown on such table. The term "Accreted Value" as set
forth in the table on the reverse side hereof shall mean the original principal amount plus initial
premium per $5,000 Maturity Amount compounded semiannually on * and
* at the yield shown on such table.
The Maturity Amount of this Bond is payable in lawful money of the United States of
America, without exchange or collection charges. The Maturity Amount of this Bond shall be
paid to the Registered Owner hereof upon presentation and surrender of this Bond at maturity, at
the designated office for payment of *, which is
the "Paying Agent/Registrar" for this Bond, and shall be drawn by the Paying Agent/Registrar on,
and solely from, funds of the City required by the order authorizing the issuance of the Bonds (the
"Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter
*To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds
is inconsistent with any provisions in the Form ofBond or contains information to complete missing information in this Form ofBond, the language
in the Pricing Certificate shall be used in the executed Bonds.
ROUND ROCK\USRO2015:4thS40-
B'2
provided, payable to the Registered Owner hereof, as it appears on the Registration Books kept by
the Paying Agent/Registrar, as hereinafter described. The City covenants with the Registered
Owner of this Bond that on or before the Maturity Date for this Bond it will make available to the
Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Ordinance, the
amounts required to provide for the payment, in immediately available funds of the Maturity
Amount, when due. Notwithstanding the foregoing, during any period in which ownership of the
Bonds is determined only by a book entry at a securities depository for the Bonds, any payment to
the securities depository, or its nominee or registered assigns, shall be made in accordance with
existing arrangements between the City and the securities depository.
[FORM OF REMAINDER OF EACH BOND]
This Bond is one of a duly authorized issue of bonds dated May 15, 2016 and designated
as "City of Round Rock, Texas Utility System Revenue Refunding Bonds, Series 2016" (the
'Bonds"), in the aggregate principal amount of $ issued pursuant to the laws of the State
of Texas, including specifically Chapters 1207 and 1371, Texas Government Code, as amended,
and initially under and pursuant to an ordinance of the City adopted on May 12, 2016, and entitled
Fourth Supplemental Ordinance to the Master Ordinance establishing the City of Round Rock,
Texas Utility System Revenue Financing Program (the "Fourth Supplement") for the purpose of
(i) refunding the Refunded Obligations (as defined in the Fourth Supplement) and (ii) paying the
costs associated with the issuance of the Bonds. The Bonds are secured by a first lien on and
pledge of the Security as defined in the Master Ordinance adopted on September 14, 2006, as
amended by a first amendment thereto, (collectively, the "Master Ordinance"), on a parity with
all other Parity Debt (as defined in the Master Ordinance and the Fourth Supplement).
The Master Ordinance, as supplemented by the Fourth Supplement, is referred to in this
Bond as the "Ordinance." Terms used herein and not otherwise defined shall have the meanings
given in the Ordinance.
The City reserves the right, at its option, to redeem Bonds having stated maturities on and
after , 20�* in whole or from time to time in part, in principal amounts of $5,000
or any integral multiple thereof, on , 20_,* or any date thereafter, at the par value
thereof plus accrued interest to the date of redemption. If less than all of the Bonds are to be
redeemed, the City may select the maturities of Bonds to be redeemed. If less than all of the
Bonds of any maturity are to be redeemed, the Paying Agent/Registrar (or DTC while the Bonds
are in Book -Entry -Only form) shall determine by lot the Bonds, or portions thereof, within such
maturity to be redeemed. If a Bond (or any portion of the principal sum thereof) shall have been
called for redemption and notice of such redemption shall have been given, such Bond (or 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.
As provided in the Pricing Certificate. To the extent thatthe Pricing Certificate relating to the Bonds is inconsistent with any provisions in
this Form of Bond or contains information to complete missing information in this Form of Bond, the language in the Pricing Certificate shall be
used in the executed Bonds.
ROU!10 ROOCX USRB 70I6:4".ppR11
B-3
The Bonds maturing on August 1 in the year 20_* (the "Term Bonds") are subject to
mandatory sinking fund redemption by lot prior to maturity in the following amounts, on the
following dates and at a price of par plus accrued interest to the redemption date.
Bonds Maturing , 20_,
Redemption Date Principal Amount
August 1, 20_ $
August 1, 20_*
*Final Maturity
The principal amount of the Term Bonds required to be redeemed pursuant to the operation
of the mandatory sinking fund redemption provisions shall be reduced, at the option of the City by
the principal amount of any Term Bonds of the stated maturity which, at least 50 days prior to a
mandatory redemption date, (1) shall have been acquired by the City, at a price not exceeding the
principal amount of such Term Bonds plus accrued interest to the date of purchase thereof, and
delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and
canceled by the Paying Agent/Registrar at the request of the City with monies in the Interest and
Sinking Fund at a price not exceeding the principal amount of the Term Bonds plus accrued interest
to the date of purchase thereof, or (3) shall have been redeemed pursuant to the optional redemption
provisions and not theretofore credited against a mandatory sinking fund redemption requirement.*
At least 30 days prior to the date fixed for any redemption of Bonds or portions thereof
prior to maturity, a written notice of such redemption shall be sent by the Paying Agent/Registrar
by United States mail, first-class postage prepaid, at least 30 days prior to the date fixed for any
such redemption to the Registered Owner of each Bond to be redeemed at its address as it appeared
on the Registration Books maintained by the Paying Agent/Registrar on the day such notice of
redemption is mailed. By the date fixed for any such redemption, due provision shall be made
with the Paying Agent/Registrar for the payment of the required redemption price for the Bonds
or portions thereof which are to be so redeemed. If such written notice of redemption is mailed
and if due provision for such payment is made, all as provided above, the Bonds or portions thereof
which are to be so redeemed thereby automatically shall be treated as redeemed prior to their
scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they
shall not be regarded as being outstanding except for the right of the Registered Owner to receive
the redemption price from the Paying Agent/Registrar out of the funds provided for such payment.
If a portion of any Bond shall be redeemed a substitute Bond or Bonds having the same maturity
date, bearing interest at the same rate, in any denomination or denominations in any integral
multiple of $5,000, at the written request of the Registered Owner, and in an aggregate principal
amount equal to the unredeemed portion thereof, will be issued to the Registered Owner upon the
surrender thereof for cancellation, at the expense of the City, all as provided in the. Ordinance.
* As provided in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent with any provisions in this
Form of Bond or contains information to complete missing information in this Form of Bond, the language in the Pricing Certificate shall be used
in the executed Bonds.
ROUND ROpgU5RB 2016:41hSgpRr1
B-4
With respect to any optional redemption of the Bonds, unless certain prerequisites to such
redemption required by the Ordinance have been met and moneys sufficient to pay the principal
of and premium., if any, and interest on the Bonds to be redeemed shall have been received by the
Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state
that said redemption may, at the option of the City, be conditional upon the satisfaction of such
prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date
fixed for such redemption, or upon any prerequisite set forth in such notice of redemption. If a
conditional notice of redemption is given and such prerequisites to the redemption and sufficient
moneys are not received, such notice shall be of no force and effect, the City shall not redeem such
Bonds and the Paying Agent/Registrar shall give notice, in the manner in which the notice of
redemption was given, to the effect that the Bonds have not been redeemed.
Notice of redemption shall be given at the times and in the manner provided in the Fourth
Supplement.
If this Bond is in a denomination in excess of $5,000, portions of the principal sum hereof
in principal amount of $5,000 or any integral multiple thereof may be redeemed, and, if less than
all of the principal sum hereof is to be redeemed, there shall be issued, without charge therefor, to
the Registered Owner hereof, upon the surrender of this Bond at the principal office of the Paying
Agent/Registrar, a new Bond or Bonds of like maturity, series and interest rate in any authorized
denominations provided by the Resolution £or the then unredeemed balance of the principal
amount hereof. If this Bond is selected for redemption, in whole or in part, neither the City nor
the Paying Agent/Registrar shall be required to transfer this Bond to an assignee of the Registered
Owner within forty-five (45) days of the redemption date therefor; provided, however, such
limitation on transferability shall not be applicable to any exchange by the Registered Owner of
the unredeemed balance hereof in the event of its redemption in part.
The Bonds are special obligations of the City, payable solely from and equally secured by
a lien on and pledge of the Security. The Bonds do not constitute a legal or equitable pledge,
charge, lien, or encumbrance upon any property of the City, except with respect to the Security.
The pledge of the Security and the other obligations of the City under the Ordinance may
be discharged at or prior to the maturity of the Bonds upon the malting of provision for their
payment on the terms and conditions set forth in the Ordinance.
Subject to satisfying the terms and conditions stated in the Ordinance, the City has reserved
the right to issue additional Parity Debt payable solely from and equally and ratably secured by a
parity lien on and pledge of the Security and other moneys and securities pledged under the
Ordinance to the payment of the Bonds.
Reference is hereby made to the Ordinance, a copy of which is on file in the designated
office of the Paying Agent/Registrar, and to all of the provisions of which any Registered Owner
of this Bond by his acceptance hereof hereby assents, for definitions of terms; the description of
and the nature and extent of the security for the Bonds; the Security; the nature and extent and
manner of enforcement of the pledge; the terms and conditions for the issuance of additional Parity
Debt; the conditions upon which the Ordinance may be amended or supplemented with or without
ROL740 ROCK\USRB1016: 4th6uppRn
B-5
the consent of the Registered Owners of the Bonds; the rights and remedies of the Registered
Owner hereof with respect hereto and thereto; the rights, duties and obligations of the City; the
terms and provisions upon which the liens, pledges, charges, and covenants made therein may be
discharged at or prior to the maturity or redemption of this Bond and this Bond thereafter no longer
to be secured by the Ordinance or be deemed to be outstanding thereunder; and for the other terms
and provisions thereof.
This Bond, subject to certain limitations contained in the Ordinance, may be transferred
only upon its presentation and surrender at the designated office of the Paying Agent/Registrar
named below, or its successor with the Assignment hereon duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed
by, the Registered Owner hereof, or his duly authorized agent, and such transfer is noted on the
Security Register by the Paying Agent/Registrar. When a transfer occurs, one or more new fully -
registered Bonds of the same Maturity, of authorized denominations, bearing the same rate of
interest, and of the same aggregate principal amount will be issued to the designated transferee or
transferees.
The City and the Paying Agent/Registrar, and any agent of either, shall treat the Registered
Owner whose name appears on the Security Register (i) on the Record Date as the owner entitled
to payment of interest hereon, (ii) on the date of surrender of this Bond as the owner entitled to
payment of principal hereof at its Maturity or its redemption, in whole or in part, and (iii) on any
other date as the owner for all other purposes, and neither the City nor the Paying Agent/Registrar,
nor any agent of either, shall be affected by notice to the contrary. In the event of nonpayment of
interest on a scheduled payment date and for thirty (3 0) days thereafter, a new record date for such
interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if
and when funds for the payment of such interest have been received from the City, Notice of the
Special Record Date and of the scheduled payment date of the past due interest (which shall be 15
days after the Special Record Date) shall be sent at least five business days prior to the Special
Record Date by United States mail, first-class postage prepaid, to the address of each Registered
Owner appearing on the Security Register at the close of business on the last business day next
preceding the date of mailing of such notice.
It is hereby certified, recited, represented, and declared that the City is a duly organized
and legally existing home -rule city, organized under and by virtue of the Constitution and laws of
the State of Texas; that the issuance of this Bond and the series of which it is a part are duly
authorized by law; that all acts, conditions, and things required to exist and be done precedent to
and in the issuance of this Bond to render the same lawful and valid have been properly done, have
happened, and have been performed in regular and due time, form, and manner as required by the
Constitution and laws of the State of Texas and the Ordinance; that this series of bonds does not
exceed any Constitutional or statutory limitation; and that due provision has been made for the
payment of this Bond and the Series of which it is a part as aforestated. In case any provision in
this Bond shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby. The terms and
provisions of this Bond and the Ordinance shall be construed in accordance with and shall be
governed by the laws of the State of Texas. The holder of this Bond is not entitled to demand
payment of this Bond out of any money raised by taxation.
ROUND ROCK\U5RB2016:4d SvppRu
B-6
IN WITNESS WI11EREOF, the City has caused its seal to be impressed or a facsimile
thereof to be printed hereon and this Bond to be executed in the name of and on behalf of the City
with the manual or facsimile signatures of its Mayor, and attested by the City Cleric.
IN
City Cleric
(SEAL)
CITY OF ROUND ROCK, TEXAS
go
Mayor
[INSERTIONS FOR THE INITIAL BONDS]
(i) The initial Current Interest Bonds shall be in the form set forth in this Exhibit, except that:
A. Immediately under the name of the Bond, the headings "INTEREST RATE" and
"MATURITY DATE" shall both be completed with the words "As shown below",
and the heading "CUSIP NO." shall be deleted.
B. The first paragraph of the Bond shall be deleted and the following will be inserted
(with all blanks and bracketed items to be completed with information contained in
this Fourth Supplement):
"The City of Round Rock, Texas (the "City") hereby promises to pay, solely from the
sources hereinafter identified and as hereinafter stated, to the Registered Owner named above, or
the registered assigns thereof, on August 1 in each of the years, in the principal instalhnents and
bearing interest at the per annum rates set forth in the following schedule:
Amount Year Rate
(Information for the Current Interest Bonds from the Pricing Certificate to be inserted)
The City promises to pay interest on the unpaid principal amount hereof from the Issuance Date
specified above at the respective per annum rate of interest specified above computed on the basis
of a 360 -day year of twelve 30 -day months; such interest being payable on * and
* of each year, commencing , 20_.* Principal of this Bond shall be
payable to the Registered Owner hereof, upon presentation and surrender, at the principal office
of the Paying Agent/Registrar named in the registration certificate appearing hereon, or its
successor. Interest shall be payable to the Registered Owner of this Bond whose name appears
on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on
*As provided in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent with any provisions in
this Form of Bond or contains information to complete missing information in this Form of Bond, the language in the Pricing Certificate shall be
used in the executed Bonds.
RDUND RD[KA USRB 2076:465uppRa
B-7
the "Record Date," which is the 15th day of the next preceding month. All payments of principal
of, premium, if any, and interest on tlus Bond shall be payable in lawful money of the United States
of America, without exchange or collection charges, and interest payments shall be made by the
Paying Agent/Registrar by check sent on or before the appropriate date of payment, by United
States mail, first-class postage prepaid, to the Registered Owner hereof at the address appearing in
the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested
by, and at the risk and expense of, the Registered Owner hereof."
C. The Initial Bond shall be numbered "T-1."
(ii) The Initial Compound Interest Bond shall be in the form set forth in this Exhibit, except
that;
A. Immediately under the name of the Bond, the headings "INTEREST RATE" and
"MATURITY DATE" shall both be completed with the words "As shown below", and
the heading "CUSIP NO." shall be deleted.
B. The first paragraph of the Bond shall be deleted and the following will be inserted
(with all blanks and bracketed items to be completed with information contained in this
Fourth Supplement):
"The City of Round Rock, Texas (the "City") hereby promises to pay, solely from the
sources hereinafter identified and as hereinafter stated, to the Registered Owner named above, or
the registered assigns thereof, Payment at Maturity on * in each of the years and in
the installments of the respective Maturity Amounts set forth in the following schedule:
Amount Year Rate
(Information for the Premium Compound Interest Bonds from the
Pricing Certificate to be inserted)
The amount shown above as the respective Maturity Amounts represent the principal amount
hereof and accrued and compounded interest hereon. Interest shall accrue on the principal amount
hereof from the Issuance Date at the interest rate per annum specified above, compounded
semiannually on * and * of each year commencing , 20_* For
convenience of reference, a table appears on the back of this Bond showing the "Compounded
Amount" of the original principal amount plus initial premium, if any, per $5,000 Maturity Amount
compounded semiannually at the yield shown on such table. All payments on this Bond shall be
payable in lawful money of the United States of America, without exchange or collection charges,
and interest payments shall be made by the Paying Agent/Registrar by check sent on or before the
appropriate date of payment, by United States mail, first-class postage prepaid, to the Registered
Owner hereof at the address appearing inthe Security Register or by such other method, acceptable
to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Registered Owner
hereof."
C. the Initial Premium Compound Interest Bond shall be numbered "TPC -1."
ROUND ROIX` USR67D16:4"IPPRn
B-8
Form of Registration Certificate of Comptroller of Public Accounts
to Appear on Initial Bond only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS §
THE STATE OF TEXAS § REGISTER NO.
I HEREBY CERTIFY that this Bond has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of
Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
(SEAL)
Comptroller of Public Accounts
of the State of Texas
AUTHENTICATION CERTIFICATE OF
PAYING AGENT/REGISTRAR
This Bond has been duly issued and registered under the provisions of the within -
mentioned Resolution; the bond or bonds of the above titled and designated series originally
delivered having been approved by the Attorney General of the State of Texas and registered by
the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar.
Registered this date:
as Paying Agent/Registrar
Authorized Signature
Form of Assi ng meet.
ASSIGNMENT
ROUND R0MW5RR2016;4d%5uppRa
B-9
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto
(Please insert Social Security or Taxpayer Identification Number of Transferee)
(Please print or typewrite name and address, including zip code, of Transferee)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney, to transfer the within Bond on the books kept for registration
thereof, with full power of substitution in the premises.
DATED:
Signature guaranteed by:
ROUND ROCK%U51W 2016!4th5UppRU
B-10
NOTICE: The signature on this
assignment must correspond withthe name
of the Registered Owner as it appears on
the face of the within Bond in every
particular.
EXHIBIT "C"
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 7.09 of this Fourth Supplement.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements.
ROUND R0CI0,U5R02016:41hl.ppRa
C-1