R-06-10-12-11B3 - 10/12/2006RESOLUTION NO. R- 06-0-4 - /183
RESOLUTION APPROVING A RESOLUTION OF THE ROUND ROCK
TRANSPORTATION SYSTEM DEVELOPMENT CORPORATION
WITH RESPECT TO THE ISSUANCE OF SENIOR LIEN SALES TAX REVENUE
REFUNDING BONDS, SERIES 2006; APPROVING A SALES TAX REMITTANCE
AGREEMENT AND OTHER MATTERS RELATED TO THE ISSUANCE OF THE
BONDS
STATE OF TEXAS §
COUNTIES OF WILLIAMSON AND TRAVIS §
CITY OF ROUND ROCK §
WHEREAS, the Round Rock Transportation System Development Corporation (the
"Issuer") was created under the auspices of the City of Round Rock, Texas ("the City") pursuant
to Section 4B of the Development Corporation Act of 1979, as amended (Article 5190.6,
V.A.T.C.S.); and
WHEREAS, at an election held on August 9, 1997, a majority of the citizens of the City
voting at said election authorized the City to levy a sales and use tax on the receipts at retail of
taxable items within the City at a rate of one-half of one percent; and
WHEREAS, the Issuer has heretofore issued, sold and delivered, its Senior Lien Sales Tax
Revenue Bonds, Series 2001 (the "Series 2001 Bonds"); and
WHEREAS, the Issuer has determined to issue refunding bonds to refund certain of the
Series 2001 Bonds (the "Refunded Bonds"); and
WHEREAS, the City Council of the City desires to provide for the timely transfer to the
Corporation of the proceeds of the aforesaid sales and use tax, in accordance with the provisions
of the Act, to be used by the Corporation to repay the bonds sold to refund the Refunded Bonds;
and
WHEREAS, on October 12, 2006, the Board of Directors of the Corporation adopted a
resolution, attached hereto as Exhibit "A", which authorizes the issuance of $11,505,000 in
principal amount of Senior Lien Sales Tax Refunding Revenue Bonds, Series 2006 (the "Bonds"),
to refund the Refunded Bonds; and
WHEREAS, in accordance with the provisions of Section 4B of the Act, the City shall
timely transfer to the Corporation the proceeds of the aforesaid sales and use tax, in accordance
with the terms and conditions of that certain Sales Tax Remittance Agreement, dated as of May
15, 2001, between the City and the Issuer, originally executed at the time of issuance of the Series
2001 Bonds, and such funds shall be maintained by the Depository of the City and accounted for
separately by the City on behalf of the Corporation; and
RRTSDC: CityApprovinglssuanceRes 1
WHEREAS, it is deemed necessary and advisable that this Resolution be adopted by the
City Council of the City (hereinafter referred to as the "City Council").
THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ROUND ROCK, TEXAS THAT:
SECTION 1. Approval of the Bonds and the Bond Resolution. The resolution of the
Corporation entitled "Round Rock Transportation System Development Corporation Senior Lien
Sales Tax Revenue Refunding Bonds, Series 2006; Approving a Paying Agent/Registrar Agreement,
a Sales Tax Remittance Agreement, an Escrow Agreement and a Bond Purchase Agreement;
Approving an Official Statement; and Approving Other Matters Related Thereto," in substantially
the form and substance as attached to this Resolution as Exhibit "A" and made a part hereof for
all purposes, is hereby approved, and Bonds in the principal amount of $11,505,000 may be issued
by the Corporation pursuant thereto for the purpose of refunding the Refunded Bonds and paying
the costs of issuance of the Bonds.
SECTION 2. Confirmation of Sales Tax Remittance Agreement. The Sales Tax
Remittance Agreement, dated as of May 15, 2001, between the City and the Issuer, originally
executed at the time of issuance of the Series 2001 Bonds is hereby reconfirmed and approved.
SECTION 3. Execution of Documents; No Liability of the City. The City Council of the
City hereby authorizes the Mayor, the City Manager, the Assistant City Manager and the City
Secretary to execute on behalf of the City all documents deemed necessary in connection with the
issuance of the Bonds and the agreements approved by this Resolution. The City shall have no
liability for the payment of the Bonds nor shall any of its assets be pledged to the payment of the
Bonds.
SECTION 4. Incorporation of Recitals. The findings and preambles set forth in this
Resolution are hereby incorporated into this Resolution and made a part hereof for all purposes.
SECTION 5. Effective Date. This Resolution shall become effective immediately upon
passage.
RRTSDC: CityApprovinglssuanceRes 2
PASSED AND APPROVED this 12th day of October, 2006.
ATTEST:
City Secretary
RRTSDC: CityApprovinglssuanceRes 3
EXHIBIT A
RRTSDC: CityApprovinglssuanceRes A-1
RESOLUTION OF THE ROUND ROCK TRANSPORTATION
SYSTEM DEVELOPMENT CORPORATION
AUTHORIZING THE ISSUANCE OF
$11,505,000
ROUND ROCK TRANSPORTATION SYSTEM
DEVELOPMENT CORPORATION SENIOR LIEN SALES
TAX REVENUE REFUNDING BONDS, SERIES 2006;
APPROVING A PAYING AGENT/REGISTRAR
AGREEMENT, A SALES TAX REMITTANCE
AGREEMENT, AN ESCROW AGREEMENT AND A BOND
PURCHASE AGREEMENT; APPROVING AN OFFICIAL
STATEMENT; AND APPROVING OTHER MATTERS
RELATED THERETO
TABLE OF CONTENTS
Page
Section 1. AMOUNT AND PURPOSE OF THE BONDS AND DEFINITIONS 2
Section 2. DESIGNATION OF THE BONDS 2
Section 3. INTEREST. 2
Section 4. CHARACTERISTICS OF THE BONDS. 3
Section 5. FORM OF BOND 7
Section 6. PLEDGE. 7
Section 7. SPECIAL FUNDS. 7
Section 8. REVENUE FUND 8
Section 9. FLOW OF FUNDS. 8
Section 10. DEBT SERVICE FUND 9
Section 11. 2006 RESERVE FUND 9
Section 12. OPERATING FUND 10
Section 13. TRANSFER 10
Section 14. INVESTMENTS 11
Section 15. FUNDS SECURED 11
Section 16. PAYMENT 11
Section 17. DEFICIENCIES - EXCESS PLEDGED REVENUES 11
Section 18. ADDITIONAL PARITY OBLIGATIONS 12
Section 19. JUNIOR LIEN AND SUBORDINATE DEBT. 13
Section 20. GENERAL COVENANTS. 13
Section 21. DEFEASANCE OF BONDS 14
Section 22. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS . 15
Section 23. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION; CUSIP NUMBERS AND BOND INSURANCE, IF
OBTAINED 16
Section 24. COVENANTS REGARDING TAX EXEMPTION. 17
Section 25. SALE OF BONDS 19
Section 26. APPROVAL OF OFFICIAL STATEMENT 19
Section 27. USE OF BOND PROCEEDS; APPROVAL OF ESCROW AGREEMENT;
REFUNDING AND REDEMPTION OF REFUNDED BONDS 19
Section 28. EXECUTION OF DOCUMENTS
Section 29. CONTINUING DISCLOSURE UNDERTAKING
Section 30.
Section 31.
Section 32.
Section 33.
Section 34.
Section 35.
Section 36.
Section 37.
Section 38.
Section 39.
Section 40.
Section 41.
Section 42.
Section 43.
PROVISIONS RELATING TO BOND INSURANCE.
REMEDIES IN THE EVENT OF DEFAULT.
NO RECOURSE AGAINST OFFICIALS.
FURTHER ACTIONS.
AMENDMENT OF RESOLUTION
PAYMENT OF ATTORNEY GENERAL FEES
INTERPRETATIONS
INCONSISTENT PROVISIONS.
INTERESTED PARTIES.
INCORPORATION OF RECITALS.
SEVERABILITY
REPEALER
EFFECTIVE DATE.
PREAMBLE
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RESOLUTION OF THE ROUND ROCK TRANSPORTATION SYSTEM
DEVELOPMENT CORPORATION AUTHORIZING THE ISSUANCE OF $11,505,000
ROUND ROCK TRANSPORTATION SYSTEM DEVELOPMENT CORPORATION
SENIOR LIEN SALES TAX REVENUE REFUNDING BONDS, SERIES 2006;
APPROVING A PAYING AGENT/REGISTRAR AGREEMENT, A SALES TAX
REMITTANCE AGREEMENT, AN ESCROW AGREEMENT AND A BOND
PURCHASE AGREEMENT; APPROVING AN OFFICIAL STATEMENT; AND
APPROVING OTHER MATTERS RELATED THERETO
THE STATE OF TEXAS
ROUND ROCK TRANSPORTATION SYSTEM
DEVELOPMENT CORPORATION
WHEREAS, pursuant to Section 4B of the Development Corporation Act of 1979, Article
5190.6, V. A. T.C. S., as amended (the "Act") at the election held on August 9, 1997 (the "Election"),
a majority of the citizens of the City of Round Rock, Texas (the "City") voting at the election
authorized the City to levy a sales and use tax on the receipts at retail of taxable items within the City
at a rate of one-half of one percent for the benefit of a development corporation operating on behalf
of the City to be used for streets, roads, drainage and other related transportation system
improvements including the payment of maintenance and operating expenses associated with such
authorized projects; and
WHEREAS, pursuant to the provisions of the Act, particularly Section 4B thereof, the City
created the Round Rock Transportation System Development Corporation (the "Issuer"), a nonstock,
nonprofit industrial development corporation created to act on behalf of the City to satisfy the public
purposes set forth in the Act as authorized at the Election; and
WHEREAS, the Issuer has heretofore issued, sold and delivered, and there are currently
outstanding, pursuant to applicable laws, the following series or issues of obligations which are
payable from the Sales Tax (as defined herein):
Round Rock Transportation System Development Corporation Senior Lien Sales Tax
Revenue Bonds, Series 2001, maturing on August 15 of the years 2016, 2019 and 2021 and
currently outstanding in the aggregate principal amount of $10,570,000 (the "Refunded
Bonds");
WHEREAS, the Board of Directors of the Issuer (the "Board") hereby finds and determines
that the issuance of the Bonds (as defined herein) in accordance with the Act to refund the Refunded
Bonds is in the best interest of the Issuer and will result in a gross debt service savings of
$513,971.22 and a net present value savings of $332,192.71; and
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WHEREAS, it is hereby officially found and determined that the meeting at which this
Resolution was passed was open to the public, and public notice of the time, place and purpose of
said meeting was given, all as required by Chapter 551, Texas Government Code, as amended.
THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE
ROUND ROCK TRANSPORTATION SYSTEM DEVELOPMENT CORPORATION THAT:
Section 1. AMOUNT AND PURPOSE OF THE BONDS AND DEFINITIONS. (a) The
Bonds of the Issuer are hereby authorized to be issued and delivered in the aggregate principal
amount of $11,505,000 for the purpose of (i) refunding the Refunded Bonds and (ii) paying the costs
of issuing the Bonds. For all purposes of this Resolution, except as otherwise expressly provided or
unless the context otherwise requires, the capitalized terms used in this Resolution have the meanings
assigned to them in Exhibit "A".
Section 2. DESIGNATION OF THE BONDS. Each bond issued pursuant to this
Resolution shall be designated: "ROUND ROCK TRANSPORTATION SYSTEM
DEVELOPMENT CORPORATION SENIOR LIEN SALES TAX REVENUE REFUNDING
BOND, SERIES 2006", and initially there shall be issued, sold, and delivered hereunder fully
registered bonds, without interest coupons, dated October 1, 2006, in the respective denominations
and principal amounts hereinafter stated, numbered R-1 upward (except the Initial Bond delivered
to the Attorney General of the State of Texas which shall be numbered T-1), payable to the registered
owners thereof (with the Initial Bond being payable to the Purchaser designated in Section 25 hereof),
or to the registered assignee or assignees of said bonds or any portion or portion thereof (in each
case, the "Registered Owner"), and said bonds shall mature and be payable serially on August 15 in
each of the years and in the principal amounts, respectively, as set forth in the following schedule:
Year of Principal Year of Principal
Maturity Amount Maturity Amount
2007 $170,000 2015 $ 80,000
2008 60,000 2016 1,620,000
2009 65,000 2017 1,685,000
2010 70,000 2018 1,755,000
2011 70,000 2019 1,825,000
2012 75,000 2020 1,895,000
2013 75,000 2021 1,980,000
2014 80,000
Section 3. INTEREST. The Bonds scheduled to mature during the years, respectively, set
forth below shall bear interest from the dates specified in the FORM OF BOND set forth in Exhibit
"B" of this Resolution to their respective dates of maturity or redemption prior to maturity at the
following rates per annum:
2
Year of
Maturity
2007
2008
2009
2010
2011
2012
2013
2014
Interest Rate
4.000%
4.000
4.000
4.000
4.000
4.000
4.000
4.000
Year of
Maturity
2015
2016
2017
2018
2019
2020
2021
Interest Rate
4.000%
4.000
4.000
4.000
4.125
4.500
4.500
Said interest shall be payable in the manner provided and on the dates stated in the FORM OF
BOND set forth in Exhibit "B" of this Resolution.
Section 4. CHARACTERISTICS OF THE BONDS. (a) The Issuer shall keep or cause
to be kept at the designated office for payment of the Paying Agent/Registrar the Registration Books,
and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep
such books or records and make such registrations of transfers and exchanges under such reasonable
regulations as the Issuer and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar
shall make such registrations, transfers and exchanges as herein provided.
The Paying Agent/Registrar shall obtain and record in the Registration Books the address of
the Registered Owner of each Bond to which payments with respect to the Bonds shall be mailed, as
herein provided; but it shall be the duty of each Registered Owner to notify the Paying
Agent/Registrar in writing of the address to which payments shall be mailed, and such interest
payments shall not be mailed unless such notice has been given. To the extent possible and under
reasonable circumstances, all transfers ofBonds shall be made within three business days after request
and presentation thereof. The Issuer shall have the right to inspect the Registration Books during
regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall
keep the Registration Books confidential and, unless otherwise required by law, shall not permit their
inspection by any other entity. The Paying Agent/Registrar's standard or customary fees and charges
for making such registration, transfer, exchange and delivery of a substitute Bond or Bonds shall be
paid as provided in the FORM OF BOND set forth in Exhibit "B" of this Resolution. Registration
of assignments, transfers and exchanges of Bonds shall be made in the manner provided and with the
effect stated in the FORM OF BOND set forth in Exhibit "B" of this Resolution. Each substitute
Bond shall bear a letter and/or number to distinguish it from each other Bond.
Except as provided in (e) below, an authorized representative of the Paying Agent/Registrar
shall, before the delivery of any such Bond, date and manually sign the Paying Agent/Registrar's
Authentication Certificate, and no such Bond shall be deemed to be issued or Outstanding unless such
Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds and
Bonds surrendered for transfer and exchange. No additional orders, or resolutions need be passed
or adopted by the Board of Directors of the Issuer or any other body or person so as to accomplish
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the foregoing transfer and exchange of any Bond or portion thereof, and the Paying Agent/Registrar
shall provide for the printing, execution, and delivery of the substitute Bonds in the manner prescribed
herein. Pursuant to Chapter 1201, Texas Government Code, and particularly Subchapter D and
Section 1201.067 thereof, the duty of transfer and exchange of Bonds as aforesaid is hereby imposed
upon the Paying Agent/Registrar, and, upon the execution of said Certificate, the transferred and
exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the same
effect as the Bonds which initially were issued and delivered pursuant to this Resolution, approved
by the Attorney General, and registered by the Comptroller of Public Accounts.
(b) The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying agent
for paying the principal of and interest on the Bonds, all as provided in this Resolution. The Paying
Agent/Registrar shall keep proper records of all payments made by the Issuer and the Paying
Agent/Registrar with respect to the Bonds.
(c) The Bonds (i) shall be issued in fully registered form, without interest coupons, with the
principal of and interest on such Bonds to be payable only to the Registered Owners thereof, (ii) may
be redeemed prior to their scheduled maturities (notice of which shall be given to the Paying
Agent/Registrar by the Issuer at least 45 days prior to any such redemption date), (iii) may be
transferred and assigned, (iv) may be exchanged for other Bonds, (v) shall have the characteristics,
(vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and interest on the Bonds
shall be payable, and (viii) shall be administered and the Paying Agent/Registrar and the Issuer shall
have certain duties and responsibilities with respect to the Bonds, all as provided, and in the manner
and to the effect as required or indicated, in the FORM OF BOND set forth in Exhibit "B" of this
Resolution. The Initial Bond is not required to be, and shall not be, authenticated by the Paying
Agent/ Registrar, but on each substitute Bond issued in exchange for any Bond or Bonds issued under
this Resolution the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S
AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF BOND.
(d) The Issuer covenants with the Registered Owners of the Bonds that at all times while the
Bonds are Outstanding the Issuer will provide a competent and legally qualified bank, trust company,
financial institution, or other entity to act as and perform the services of Paying Agent/Registrar for
the Bonds under this Resolution, and that the Paying Agent/Registrar will be one entity. The Issuer
reserves the right to, and may, at its option, change the Paying Agent/Registrar upon written notice
to the Paying Agent/Registrar in accordance with the Paying Agent/Registrar Agreement, to be
effective at such time which will not disrupt or delay payment on the next principal or interest
payment date after such notice. In the event that the entity at any time acting as Paying
Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise
cease to act as such, the Issuer covenants that promptly it will appoint a competent and legally
qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar
under this Resolution. Upon any change in the Paying Agent/Registrar, the previous Paying
Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along
with all other pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar
designated and appointed by the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer
promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each
Registered Owner of the Bonds, by United States mail, first-class postage prepaid, which notice also
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shall give the address of the new Paying Agent/Registrar. By accepting the position and performing
as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this
Resolution, and a certified copy of this Resolution shall be delivered to each Paying Agent/Registrar.
(e) Except as provided below, no Bond shall be valid or obligatory for any purpose or be
entitled to any security or benefit of this Resolution unless and until there appears thereon the
Certificate of Paying Agent/Registrar substantially in the form provided in this Resolution, duly
authenticated by manual execution of the Paying Agent/Registrar. It shall not be required that the
same authorized representative of the Paying Agent/Registrar sign the Certificate of Paying
Agent/Registrar on all of the Bonds. In lieu of the executed Certificate of Paying Agent/Registrar
described above, the Initial Bond delivered on the closing date shall have attached thereto the
Comptroller's Registration Certificate substantially in the form provided in this Resolution, manually
executed by the Comptroller of Public Accounts of the State of Texas or by his duly authorized agent,
which certificate shall be evidence that the Initial Bond has been duly approved by the Attorney
General of the State of Texas and that it is a valid and binding obligation of the Issuer, and has been
registered by the Comptroller.
(0 The Bonds issued in exchange for the Initial Bond shall be initially issued in the form of
a single fully registered Bond for each of the maturities thereof. Upon initial issuance, the ownership
of each such Bond shall be registered in the name of Cede & Co., as nominee of DTC, and except
as provided in subsection (j) hereof, all of the outstanding Bonds shall be registered in the name of
Cede & Co., as nominee of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer
and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant to
hold securities to facilitate the clearance and settlement of securities transaction among DTC
Participants or to any person on behalf of whom such a DTC Participant holds an interest in the
Bonds. Without limiting the immediately preceding sentence, the Issuer and the Paying
Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the
records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the
Bonds, (ii) the delivery to any DTC Participant or any other person, other than a registered owner
of the Bonds, as shown on the Registration Books, of any notice with respect to the Bonds, or (iii)
the payment to any DTC Participant or any other person, other than a registered owner of Bonds, as
shown in the Registration Books of any amount with respect to principal of or interest on the Bonds.
Notwithstanding any other provision of this Resolution to the contrary, the Issuer and the Paying
Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is
registered in the Registration Books as the absolute owner of such Bond for the purpose of payment
of principal and interest with respect 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 and interest on the Bonds only to or upon the order of the Registered Owners, as
shown in the Registration Books as provided in this Resolution, or their respective attorneys duly
authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge
the Issuer's obligations with respect to payment of principal of and interest on the Bonds to the extent
of the sum or sums so paid. No person other than a Registered Owner, as shown in the Registration
Books, shall receive a Bond certificate evidencing the obligation of the Issuer to make payments of
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principal and interest pursuant to this Resolution. Upon delivery by DTC to the Paying
Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee
in place of Cede & Co., and subject to the provisions in this Resolution with respect to interest checks
being mailed to the Registered Owner at the close of business on the Record Date, the words "Cede
& Co." in this Resolution shall refer to such new nominee of DTC.
(g) In the event that the Issuer determines that DTC is incapable of discharging its
responsibilities described herein and in the representation letter of the Issuer to DTC or that it is in
the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds,
the Issuer shall (i) appoint a successor securities depository, qualified to act as such under Section
17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants
of the appointment of such successor securities depository and transfer one or more separate Bonds
to such successor securities depository or (ii) notify DTC and DTC Participants of the availability
through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds
credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being
registered in the Registration Books 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 registered owners transferring or exchanging Bonds shall designate, in accordance with the
provisions of this Resolution.
(h) Notwithstanding any other provision of this Resolution to the contrary, so long as any
Bond is registered in the name of Cede & Co., as nominee for DTC, all payments with respect to
principal of and interest on such Bond and all notices with respect to such Bond shall be made and
given, respectively, in the manner provided in the representation letter of the Issuer to DTC.
(i) The officers of the Issuer are herein authorized for and on behalf of the Issuer and as
officers of the Issuer to enter into one or more Blanket Issuer Letter of Representations with DTC
establishing the book -entry only system with respect to the Bonds.
(j) The Bonds herein authorized shall initially be issued as a fully registered bond, being one
bond (hereinafter called the "Initial Bond"). The Initial Bond shall be registered in the name of the
Purchaser as set forth in Section 25 hereof. The Initial Bond shall be submitted to the Office of the
Attorney General of the State of Texas for approval and registration by the Office of the Comptroller
of Public Accounts of the State of Texas and delivered to the Purchaser. Immediately after the
delivery of the Initial Bond on the closing date, the Registrar shall cancel the Initial Bond and
exchange therefor Bonds in the form of a separate single fully -registered Bond for each of the
maturities thereof registered in the name of Cede & Co., as nominee of DTC and, except as provided
in Section 4(g) all of the outstanding Bonds shall be registered in the name of Cede & Co., as
nominee of DTC.
Section 5. FORM OF BOND. The form of the Bond, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration
Certificate of the Comptroller of Public Accounts of the State of Texas to be attached only to the
Initial Bond, shall be, respectively, substantially as set forth in Exhibit "B" attached hereto.
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Section 6. PLEDGE. (a) The Bonds and any interest payable thereon, the Previously Issued
Parity Obligations and any Additional Parity Obligations which may be issued in accordance herewith
and any interest payable thereon, are and shall be secured by and payable from a first lien on and
pledge of the Pledged Revenues, which lien on and pledge is prior in right and claim to the lien and
pledge on the Pledged Revenues securing the payment of the outstanding Junior Lien Obligations and
any Subordinate Lien Obligations hereafter issued; and the Pledged Revenues are further pledged to
the establishment and maintenance of the Debt Service Fund and the 2006 Reserve Fund as
hereinafter provided. The Bonds are and will be secured by and payable only from the Pledged
Revenues and amounts on deposit in the Debt Service Fund and the 2006 Reserve Fund, and not from
amounts on deposit in any other Funds or accounts of the Issuer, and are not secured by or payable
from a mortgage or deed of trust on any real, personal or mixed properties.
(b) Chapter 1208, Government Code, applies to the issuance of the Bonds and the pledge of
Pledged Revenues granted by the Issuer under this Resolution, and such pledge is therefore valid,
effective and perfected. If Texas law is amended at any time while the Bonds are outstanding and
unpaid such that the pledge of Pledged Revenues granted by the Issuer under this Resolution is to be
subject to the filing requirements of Chapter 9, Business & Commerce Code, then in order to preserve
to the Registered Owners of the Bonds the perfection of the security interest in said pledge, the Issuer
agrees to take such measures as it determines are reasonable and necessary under Texas law to
comply with the applicable provisions of Chapter 9, Business & Commerce Code and enable a filing
to perfect the security interest in said pledge to occur.
Section 7. SPECIAL FUNDS. (a) The below listed currently existing special Funds are
hereby confirmed and shall be maintained on the books of the Issuer, so long as any of the Bonds are
outstanding and unpaid:
(i) Round Rock Transportation System Development Corporation Revenue Fund,
hereinafter called the "Revenue Fund."
(ii) Round Rock Transportation System Development Corporation Debt Service
Fund, hereinafter called the "Debt Service Fund."
(iii) Round Rock Transportation System Development Corporation Operating
Fund, hereinafter called the "Operating Fund."
(b) The following special Fund is hereby created and shall be established and maintained on
the books of the Issuer pursuant to Section 11 hereof, so long as any of the Bonds are outstanding
and unpaid: Round Rock Transportation System Development Corporation Senior Lien Sales Tax
Revenue Refunding Bonds, Series 2006 Reserve Fund, hereinafter called the "2006 Reserve Fund."
(c) Though all of such funds may be subaccounts of the City's Funds held by the Depository,
and, as such, not held in separate bank accounts, such treatment shall not constitute a commingling
of the monies in such Funds or of such Funds and the Issuer shall keep full and complete records
indicating the monies and investments credited to each of such Funds.
Section 8. REVENUE FUND. All Pledged Revenues shall be credited to the Revenue Fund
immediately upon receipt as provided in the Transfer Agreement.
Section 9. FLOW OF FUNDS. All Pledged Revenues deposited and credited to the
Revenue Fund shall be pledged and appropriated to the extent required for the following uses and in
the order of priority shown:
FIRST: To the payment of the amounts required to be deposited in the Debt Service
Fund for the payment of debt service on the Parity Obligations as the same becomes due and
payable;
SECOND: On a pro rata basis, to (i) each debt service reserve fund for Parity
Obligations, which contains less than the amount to be accumulated and/or maintained
therein, as provided in the applicable resolution establishing such fund, and (ii) make any
Reserve Fund Obligation Payment;
THIRD: To the payment of the amounts required to be deposited in the debt service
fund for the payment of debt service on the Junior Lien Obligations as the same becomes due
and payable;
FOURTH: On a pro rata basis, to each debt service reserve fund created by a
resolution authorizing the issuance of Junior Lien Obligations which contains less than the
amount to be accumulated and/or maintained therein as provided in the resolution authorizing
the issuance of such Junior Lien Obligations;
FIFTH: To the payment of amounts required to be deposited in any other fund or
account required by any Additional Parity Obligations Resolution;
SIXTH: To any fund or account held at any place or places, or to any payee,
required by any other resolution of the Board which authorizes the issuance of Subordinate
Lien Obligations; and
SEVENTH: To the payment of the amounts required for any lawful purpose.
Any Pledged Revenues remaining in the Revenue Fund after satisfying the foregoing
payments, or making adequate and sufficient provision for the payment thereof, shall be transferred
to the Operating Fund and may be appropriated and used for any other lawful purpose now or
hereafter permitted by law.
Section 10. DEBT SERVICE FUND. The Debt Service Fund is for the sole purpose of
paying the principal of and interest on the Parity Obligations Outstanding at any time, as the same
come due (including principal coming due as a result of any mandatory redemption of the Parity
Obligations). The Issuer covenants that there shall be deposited into the Debt Service Fund prior to
each principal and interest payment date from the Pledged Revenues an amount equal to one hundred
per cent (100%) of the interest on and the principal of the Parity Obligations then falling due and
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payable, and such deposits to pay principal and accrued interest on the Parity Obligations shall be
made in substantially equal monthly installments on or before the 10th day of each month, beginning
on or before the 10th day of the month next following the delivery of the Parity Obligations to the
initial purchasers thereof; provided, however, that in any Fiscal Year the Issuer may elect to fund the
Debt Service Fund on an accelerated basis and at any time when amounts on deposit in the Debt
Service Fund are sufficient to make payment of all principal and interest coming due on the
Outstanding Parity Obligations within the next twelve months, such deposits of Pledged Revenues
to the Debt Service Fund may be discontinued, until there is once again an amount less than the
principal and interest coming due on the Outstanding Parity Obligations within the next twelve
months, at which time such deposits shall be resumed.
The required deposits to the Debt Service Fund for the payment of principal of and interest
on the Parity Obligations shall continue to be made as hereinabove provided until (i) the total amount
on deposit in the Debt Service Fund and in each debt service reserve fund (excluding any Reserve
Fund Obligations) for Parity Obligations is equal to the amount required to fully pay and discharge
all Parity Obligations (principal and interest) then Outstanding or (ii) the Parity Obligations are no
longer Outstanding.
Accrued interest and capitalized interest, if any, received from the initial purchaser of any
Parity Obligation shall be taken into consideration and reduce the amount ofthe semi-annual deposits
and credits hereinabove required into the Debt Service Fund.
Section 11. 2006 RESERVE FUND. (a) For purposes of (i) paying the principal of,
premium, if any, and interest on the Bonds, when and if amounts on deposit in the Debt Service Fund
and available to pay such amounts as the same shall become due are insufficient and (ii) paying, or
providing for the payment of, the final principal amount of the Bonds so that they are no longer
deemed to be "Outstanding" as such term is defined herein, the Issuer hereby creates and establishes
a special account known as the "Round Rock Transportation System Development Corporation
Senior Lien Sales Tax Revenue Refunding Bonds, Series 2006 Reserve Fund" (hereinafter referred
to as the "2006 Reserve Fund"), which account shall continue to be kept separate and apart from all
other funds or accounts of the Issuer. The Issuer shall maintain an amount equal to the 2006
Required Reserve at all times in or held for the benefit of the 2006 Reserve Fund. The amount
required to be maintained in the 2006 Reserve Fund shall be funded with a Reserve Fund Obligation
issued by the Bond Insurer immediately upon the delivery of the Bonds as provided below, in an
amount equal to the 2006 Required Reserve.
During such time as the 2006 Reserve Fund contains the total 2006 Required Reserve, the
Issuer may, at its option, withdraw any amount in the 2006 Reserve Fund in excess of the 2006
Required Reserve and deposit such surplus in the Revenue Fund. Any cash or investments purchased
with such cash in the 2006 Reserve Fund shall be drawn upon by the Paying Agent/Registrar prior
to any drawing upon any Reserve Fund Obligation on deposit in, or held for the benefit of, the 2006
Reserve Fund. Any Reserve Fund Obligations on deposit in, or held for the benefit of, the 2006
Reserve Fund shall be drawn upon by the Paying Agent/Registrar on a pro rata basis and exhausted
prior to making demand for payment under the Bond Insurance Policy provided for the Bonds under
Section 30 hereof.
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When and so long as the cash and investments in the 2006 Reserve Fund and/or coverage
afforded by the Reserve Fund Obligation held for the account of the 2006 Reserve Fund total not less
than the 2006 Required Reserve, no deposits need be made to the credit of the 2006 Reserve Fund;
but, if and when the 2006 Reserve Fund at any time contains less than the 2006 Required Reserve,
the Issuer covenants and agrees to cause monthly deposits to be made to the 2006 Reserve Fund on
or before the 10th day of each month (beginning the month next following the month the deficiency
in the 2006 Required Reserve occurred by reason of a draw on the 2006 Reserve Fund or as a result
of a reduction in the market value of investments held for the account of the 2006 Reserve Fund)
from Pledged Revenues of the System in an amount equal to either (i) 1/12th of the 2006 Required
Reserve until the total 2006 Required Reserve then required to be maintained in the 2006 Reserve
Fund has been fully restored or (ii) 1/12th of the amounts to pay the Reserve Fund Obligation
Payments, as a result of payments or draws made on the Reserve Fund Obligations held for the
account of the 2006 Reserve Fund. The Reserve Fund Obligation Payments shall be made prior to
replenishment of any cash amounts in the 2006 Reserve Fund.
The Issuer further covenants and agrees that, subject only to the payment of the Bonds and
payments to be made to the Debt Service Fund for the benefit of Parity Obligations and to the
payments to be made on a pro rata basis to all debt service reserve funds (including the 2006 Reserve
Fund) and any Reserve Fund Obligation Payments as provided by Section 9 hereof, the Pledged
Revenues shall be applied and appropriated and used to establish and maintain the 2006 Required
Reserve and to cure any deficiency in such amounts as required by the terms of this Resolution.
(b) When the 2006 Reserve Fund is funded with cash or securities, in whole or in part
(excluding any Reserve Fund Obligation), the value of the 2006 Required Reserve shall be determined
on the basis of cash on deposit therein, the book value of securities in which money in the 2006
Reserve Fund are invested or the face value of any Reserve Fund Obligation held for the benefit of
the 2006 Reserve Fund, as the case may be.
Section 12. OPERATING FUND. Amounts on deposit in the Operating Fund may be (i)
applied to pay or redeem any Parity Obligations at the option of the Issuer, or (ii) applied for any
other lawful purpose of the Issuer.
Section 13. TRANSFER. (a) Pursuant to the provisions of the Transfer Agreement, which
is hereby reconfirmed and approved, the City has agreed to do any and all things necessary to
accomplish the transfer of the Sales Tax collected for the benefit of the Issuer to the Revenue Fund
on a monthly basis. The Transfer Agreement shall govern matters with respect to the collection of
the Sales Taxes from the Comptroller, credits and refunds due and owing to the Comptroller, and
other matters with respect to the collection and transfer of the Sales Tax.
(b) The President and the Secretary of the Board are hereby ordered to do any and all things
necessary to accomplish the transfer of money to the Funds established hereby in ample time to pay
the principal of and interest on the Bonds.
Section 14. INVESTMENTS. Money in any Fund established by this Resolution may, at
the option of the Board, be invested in Permitted Investments; provided that all such investments shall
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be made in such manner that the money required to be expended from any Fund will be available at
the proper time or times. Investment earnings realized on investments attributable to the Debt
Service Fund shall be retained therein and shall constitute a credit against the amount of money that
is required to be on deposit therein for each payment of principal or interest. Investment earnings
realized on investments attributable to the 2006 Reserve Fund shall be retained therein at all times
when there is less than the 2006 Required Reserve on deposit therein; at all other times such earnings
shall be deposited to the Debt Service Fund. Investment earnings realized on investments attributable
to the Operating Fund shall be retained therein. Money in the 2006 Reserve Fund shall not be
invested in securities maturing later than 18 months from the date of acquisition of such securities by
the Issuer. Such investments shall be valued in terms of current market value as of the last day of
each Fiscal Year. Such investments shall be sold promptly when necessary to prevent any default in
connection with the Parity Obligations.
Section 15. FUNDS SECURED. Money in all Funds created by this Resolution, to the
extent not invested, shall be secured in the manner prescribed by law for securing funds of the City.
Section 16. PAYMENT. While any of the Parity Obligations are outstanding, the Issuer
shall transfer to the respective paying agent/registrar therefor, from funds on deposit in and credited
to the Debt Service Fund, and, if necessary, in any applicable reserve funds for Parity Obligations,
amounts sufficient to fully pay and discharge promptly the interest on and principal of the Parity
Obligations as shall become due on each interest or principal payment date, or date of redemption of
the Parity Obligations; such transfer of funds must be made in such manner as will cause immediately
available funds to be deposited with each respective paying agent/registrar for the Parity Obligations
not later than the business day next preceding the date such payment is due on the Parity Obligations.
The Paying Agent/Registrar shall destroy all paid Parity Obligations and furnish the Issuer with an
appropriate certificate of cancellation or destruction.
Section 17. DEFICIENCIES - EXCESS PLEDGED REVENUES. (a) If on any occasion
there shall not be sufficient Pledged Revenues (after making all payments pertaining to all Parity
Obligations) to make the required deposits and credits to the Debt Service Fund and the 2006
Reserve Fund, then such deficiency shall be cured as soon as possible from the next available
unallocated Pledged Revenues, or from any other sources available for such purpose, and such
deposits and credits shall be in addition to the amounts otherwise required to be deposited and
credited to these Funds.
(b) Subject to making the deposits and credits required by this Resolution, the resolutions
authorizing the issuance of the Previously Issued Parity Obligations and any Additional Parity
Obligations Resolution, and the payments and credits required by the provisions of the resolutions
authorizing the issuance of Junior Lien Obligations or Subordinate Lien Obligations hereafter issued
by the Issuer, the excess Pledged Revenues may be used for any lawful purpose.
Section 18. ADDITIONAL PARITY OBLIGATIONS. The Issuer shall have the right and
power at any time and from time to time and in one or more series or issues, to authorize, issue and
deliver Additional Parity Obligations, in accordance with law, in any amounts, for any lawful purpose
including the refunding of any Parity Obligations, Junior Lien Obligations, Subordinate Lien
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Obligations or other obligations of the Issuer. Such Additional Parity Obligations, if and when
authorized, issued and delivered in accordance with this Resolution, shall be secured by and made
payable equally and ratably on a parity with all other Outstanding Parity Obligations, from the lien
on and pledge of the Pledged Revenues herein granted. No installment, series or issue of Additional
Parity Obligations shall be issued or delivered unless:
(a) The President of the Issuer (or other officer of the Issuer then having the primary
responsibility for the financial affairs of the Issuer) shall have executed a certificate stating that, to
the best of his or her knowledge and belief, the Issuer is not then in default as to any covenant,
obligation or agreement contained in this Resolution, the resolutions authorizing the issuance of the
Previously Issued Parity Obligations or any Additional Parity Obligations Resolution.
(b) The Issuer has secured from a certified public accountant a certificate or opinion to
the effect that, according to the books and records of the Issuer, the Pledged Revenues received by
the Issuer for either (i) the last completed Fiscal Year next preceding the adoption of the Additional
Parity Obligations Resolution or (ii) any twelve (12) consecutive months out ofthe previous eighteen
(18) months next preceding the adoption of the Additional Parity Obligations Resolution equal to not
less than 1.40 times the Maximum Annual Debt Service Requirements for all Parity Obligations then
Outstanding after giving effect to the issuance of the Additional Parity Obligations then being issued
and 1.0 times the average annual debt service requirements (computed in the same manner as for
Parity Obligations) of any Reserve Fund Obligation Payments, Junior Lien Obligations and
Subordinate Lien Obligations to be outstanding after the issuance of the then proposed Additional
Parity Obligations.
(c) The Issuer may create and establish a debt service reserve fund pursuant to the
provisions of any Additional Parity Obligations Resolution for the purpose of securing that particular
issue or series of Parity Obligations or any specific group of issues or series of Parity Obligations,
including combining such fund with the 2006 Reserve Fund for the Bonds, and the amounts once
deposited or credited to said debt service reserve funds shall no longer constitute Pledged Revenues
and shall be held solely for the benefit of the owners of the particular Parity Obligations for which
such debt service reserve fund was established. Each such debt service reserve fund shall be
designated in such manner as is necessary to identify the Parity Obligations it secures and to
distinguish such debt service reserve fund from the debt service reserve funds created for the benefit
of other Parity Obligations.
(d) No Additional Parity Obligations may be issued without the Bond Insurer's prior
written consent if any Reserve Fund Obligation Payments are past due and owing to the Bond Insurer
and the Bond Insurer is not in default under the payment provisions of the Reserve Fund Obligation.
Section 19. JUNIOR LIEN AND SUBORDINATE DEBT. Except as may be limited by
resolution, the Issuer shall have the right to issue or create Junior Lien Obligations or Subordinate
Lien Obligations payable from or secured by a lien on all or any part of the Pledged Revenues for any
lawful purpose without complying with the provisions of Section 18 hereof, provided the pledge and
the lien securing such debt is subordinate to the pledge and lien established, made and created in
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Section 6 of this Resolution with respect to the Pledged Revenues to the payment and security of the
Parity Obligations.
Section 20. GENERAL COVENANTS. The Issuer further covenants and agrees that in
accordance with and to the extent required or permitted by law:
(a) It will faithfully perform at all times any and all covenants, undertakings, stipulations, and
provisions contained in this Resolution and in every Bond; it will promptly pay or cause to be paid
the principal of and interest on every Bond on the dates and in the places and manner prescribed in
this Resolution and the Bonds; and it will, at the times and in the manner prescribed, deposit or cause
to be deposited the amounts required to be deposited into the Funds created hereby; and any
registered owner ofthe Bonds may require the Issuer, its officials and employees to carry out, respect
or enforce the covenants and obligations ofthis Resolution, by all legal and equitable means, including
specifically, but without limitation, the use and filing of mandamus proceedings, in any court of
competent jurisdiction, against the Issuer, its officials and employees, or by the appointment of a
receiver in equity.
(b) It is a duly created and existing industrial development corporation, and is duly authorized
under the laws of the State of Texas, including the Act, to create and issue the Bonds; that all action
on its part for the creation and issuance of the Bonds has been duly and effectively taken, and that
the Bonds in the hands of the registered owners thereof are and will be valid and legally binding
special obligations of the Issuer in accordance with their terms except as the enforceability thereof
may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar
laws now or hereafter enacted relating to creditors' rights generally or by general principles of equity
which permit the exercise of judicial discretion.
(c) (i) The Issuer hereby confirms the earlier levy by the City of the Sales Tax at the rate
voted at the Election, and the Issuer hereby warrants and represents that the City has duly and
lawfully ordered the imposition and collection of the Sales Tax upon all sales, uses and transactions
as are permitted by and described in the Act throughout the boundaries of the City as such boundaries
existed on the date of said election and as they may be expanded from time to time.
(ii) For so long as any Bonds are Outstanding, the Issuer covenants, agrees and warrants to
take and pursue all action permissible under applicable law to cause the Sales Tax, at said rate or at
a higher rate ifpermitted by applicable law, to be levied and collected continuously, in the manner and
to the maximum extent permitted by applicable law, and to cause no reduction, abatement or
exemption in the Sales Tax or rate of tax below the rate stated, confirmed and ordered in subsection
(i) of this Section to be ordered or permitted so long as any Bonds shall remain Outstanding.
(iii) If the City shall be authorized hereafter by applicable law to apply, impose and levy the
Sales Tax on any taxable items or transactions that are not subject to the Sales Tax on the date of the
adoption hereof, the Issuer, to the extent it legally may do so, hereby covenants and agrees to use its
best efforts to cause the City to take such action as may be required by applicable law to subject such
taxable items or transactions to the Sales Tax.
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(iv) The Issuer agrees to take and pursue all action permissible under applicable law to cause
the Sales Tax to be collected and remitted and deposited as herein required and as required by the
Act, at the earliest and most frequent times permitted by applicable law.
(v) The Issuer agrees and covenants at all times to use its best efforts to cause the City to
comply with the Transfer Agreement.
(d) It will keep proper books of record and account in which full, true and correct entries will
be made of all dealings, activities and transactions relating to the Pledged Revenues and the Funds
created pursuant to this Resolution, and all books, documents and vouchers relating thereto shall at
all reasonable times be made available for inspection upon request of any bondholders.
(e) It will maintain its corporate existence during the time that any Bonds are Outstanding
hereunder.
Section 21. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall be
deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of this
Resolution, except to the extent provided in subsections (c) and (e) of this Section, when payment
of the principal of such Bond, plus interest thereon to the due date or dates (whether such due date
or dates be by reason of maturity, upon redemption, or otherwise) either (i) shall have been made or
caused to be made in accordance with the terms thereof (including the giving of any required notice
of redemption or the establishment of irrevocable provisions for the giving of such notice) or (ii) shall
have been provided for on or before such due date by irrevocably depositing with or making available
to the Paying Agent/Registrar or an eligible trust company or commercial bank for such payment (1)
lawful money of the United States of America sufficient to make such payment, (2) Defeasance
Securities, certified by 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 Issuer with the Paying Agent/Registrar or an eligible trust company or commercial
bank for the payment of its services until all Defeased Bonds shall have become due and payable or
(3) any combination of (1) and (2). At such time as a Bond shall be deemed to be a Defeased Bond
hereunder, as aforesaid, such Bond and the interest thereon shall no longer be secured by, payable
from, or entitled to the benefits of, the Pledged Revenues herein pledged as provided in this
Resolution, and such principal and interest shall be payable solely from such money or Defeasance
Securities.
(b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of a Bond 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 this
Resolution. Any money so deposited with the Paying Agent/Registrar or an eligible trust company
or commercial bank as provided in this Section may at the discretion of the Board of Directors also
be invested in Defeasance Securities, maturing in the amounts and at the times as hereinbefore set
forth, and all income from all Defeasance Securities in possession of the Paying Agent/Registrar or
an eligible trust company or commercial bank pursuant to this Section which is not required for the
14
payment of such Bond and premium, if any, and interest thereon with respect to which such money
has been so deposited, shall be remitted to the Board of Directors.
(c) Notwithstanding any provision of any other Section of this Resolution which may be
contrary to the provisions of this Section, all money or Defeasance Securities set aside and held in
trust pursuant to the provisions of this Section for the payment of principal of the Bonds and
premium, if any, and interest thereon, shall be applied to and used solely for the payment of the
particular Bonds and premium, if any, and interest thereon, with respect to which such money or
Defeasance Securities have been so set aside in trust. Until all Defeased Bonds shall have become
due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for
such Defeased Bonds the same as if they had not been defeased, and the Issuer shall make proper
arrangements to provide and pay for such services as required by this Resolution.
(d) Notwithstanding anything elsewhere in this Resolution, ifmoney or Defeasance Securities
have been deposited or set aside with the Paying Agent/Registrar or an eligible trust company or
commercial bank pursuant to this Section for the payment of Bonds and such Bonds shall not have
in fact been actually paid in full, no amendment ofthe provisions ofthis Section shall be made without
the consent of the registered owner of each Bond affected thereby.
(e) Notwithstanding the provisions of subsection (a) immediately above, to the extent that,
upon the defeasance of any Defeased Bond to be paid at its maturity, the Issuer retains the right under
Texas law to later call that Defeased Bond for redemption in accordance with the provisions of this
Resolution, the Issuer may call such Defeased Bond for redemption upon complying with the
provisions of Texas law and upon the satisfaction of the provisions of subsection (a) immediately
above with respect to such Defeased Bond as though it was being defeased at the time of the exercise
of the option to redeem the Defeased Bond and the effect of the redemption is taken into account in
determining the sufficiency of the provisions made for the payment of the Defeased Bond.
Section 22. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS.
(a) In the event any Outstanding Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying
Agent/Registrar shall cause to be printed, executed, and delivered, a new bond of the same principal
amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Bond, in
replacement for such Bond in the manner hereinafter provided.
(b) Application for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds shall
be made by the registered owner thereof to the Paying Agent/Registrar. In every case of loss, theft,
or destruction of a Bond, the registered owner applying for a replacement bond shall furnish to the
Issuer and to the Paying Agent/Registrar such security or indemnity as may be required by them to
save each ofthem harmless from any loss or damage with respect thereto. Also, in every case of loss,
theft, or destruction of a Bond, the registered owner shall furnish to the Issuer and to the Paying
Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Bond, as the
case may be. In every case of damage or mutilation of a Bond, the registered owner shall surrender
to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated.
15
(c) Notwithstanding the foregoing provisions ofthis Section, in the event any such Bond shall
have matured, and no default has occurred which is then continuing in the payment of the principal
of, redemption premium, if any, or interest on the Bond, the Issuer may authorize the payment of the
same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of
issuing a replacement Bond, provided security or indemnity is furnished as above provided in this
Section.
(d) Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge
the registered owner of such Bond with all legal, printing, and other expenses in connection
therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue of the
fact that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the Issuer
whether or not the lost, stolen, or destroyed Bond shall be found at any time, or be enforceable by
anyone, and shall be entitled to all the benefits of this Resolution equally and proportionately with any
and all other Bonds duly issued under this Resolution.
(e) In accordance with Chapter 1201, Texas Government Code and particularly Subchapter
D, this Section shall constitute authority for the issuance of any such replacement bond without
necessity of further action by the governing body of the Issuer or any other body or person, and the
duty of the replacement of such bonds is hereby authorized and imposed upon the Paying
Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form
and manner and with the effect, as provided in Section 4(d) of this Resolution, for Bonds issued in
conversion and exchange for other Bonds.
Section 23. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION; CUSIP NUMBERS AND BOND INSURANCE, IF OBTAINED. The
President of the Board of the Issuer is hereby authorized to have control of each Bond issued
hereunder and all necessary records and proceedings pertaining to each Bond pending their delivery
and their investigation, examination, and approval by the Attorney General of the State of Texas, and
their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of
each Bond said Comptroller of Public Accounts (or a deputy designated in writing to act for said
Comptroller) shall manually sign the Comptroller's Registration Certificate on each Bond, and the seal
of said Comptroller shall be impressed, or placed in facsimile, on each Bond. The approving legal
opinion of the Issuer's Bond Counsel and the assigned CUSIP numbers may, at the option of the
Issuer, be printed on each Bond or on any Bonds issued and delivered in conversion of and exchange
or replacement of any Bond, but neither shall have any legal effect, and shall be solely for the
convenience and information of the registered owners of the Bonds. In addition, the form of bond
counsel's opinion relating thereto, and an appropriate statement of insurance supplied by a municipal
bond insurance company providing insurance, if any, covering all or any part of the Bonds may be
printed or attached to the Bonds.
Section 24. COVENANTS REGARDING TAX EXEMPTION. (a) Covenants. The
Issuer covenants to take any action necessary to assure, or refrain from any action which would
adversely affect, the treatment of the Bonds as obligations described in section 103 of the Internal
Revenue Code of 1986, as amended (the "Code"), the interest on which is not includable in the "gross
16
income" of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer
covenants as follows:
(1) to take any action to assure that no more than 10 percent of the proceeds of the
Bonds or the Refunded Bonds or the projects financed or refinanced therewith (less amounts
deposited to a reserve fund, if any) are used for any "private business use," as defined in
section 141(b)(6) of the Code or, if more than 10 percent of the proceeds of the Bonds or the
Refunded Bonds or the projects financed or refinanced therewith are so used, such amounts,
whether or not received by the Issuer, with respect to such private business use, do not, under
the terms of this Resolution or any underlying arrangement, directly or indirectly, secure or
provide for the payment of more than 10 percent of the debt service on the Bonds, in
contravention of section 141(b)(2) of the Code;
(2) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the
Refunded Bonds or the projects financed or refinanced therewith (less amounts deposited into
a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business
use" which is "related" and not "disproportionate," within the meaning of section 141(b)(3)
of the Code, to the governmental use;
(3) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the 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;
(4) 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;
(5) 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;
(6) 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
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 30 days,
(B) amounts invested in a bona fide debt service fund, within the meaning of
section 1.148-1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Bonds;
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(7) 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(d) of the Code (relating to advance refundings); and
(8) 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(0 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(0 of the Code.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (8), a "Rebate
Fund" is hereby established by the Issuer 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 Fund is established for the additional purpose of compliance with section
148 of the Code.
(c) Proceeds. The Issuer 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 Issuer 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 Issuer 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 Issuer agrees to comply with the additional requirements to the extent
necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from
federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance of
such intention, the Issuer hereby authorizes and directs the President to execute any documents,
certificates or reports required by the Code and to make such elections, on behalfofthe Issuer, which
may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds.
(d) Disposition of Project. The Issuer covenants that the property constituting the projects
financed or refinanced with the proceeds of the Bonds will not be sold or otherwise disposed in a
transaction resulting in the receipt by the Issuer of cash or other compensation, unless the Issuer
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
Issuer shall not be obligated to comply with this covenant if it obtains an opinion of a nationally
18
recognized bond counsel to the effect that such failure to comply will not adversely affect the
excludability for federal income tax purposes from gross income of the interest.
Section 25. SALE OF BONDS. The Bonds are hereby sold and shall be delivered to RBC
Dain Rauscher Inc. (the "Purchaser") as the representative for itself and the other underwriters set
forth in the Bond Purchase Agreement, at a price of $11,381,249.46 (representing the par amount
of the Bonds, less a net original issue discount of $38,446.70, less an underwriter's discount of
$85,303.84) plus accrued interest on the Bonds, pursuant to the terms and provisions of the Bond
Purchase Agreement in substantially the form attached hereto, which the President of the Board of
Directors of the Issuer is hereby authorized and directed to execute and deliver, and which the
Secretary of the Board of Directors of the Issuer is hereby authorized and directed to attest.
Section 26. APPROVAL OF OFFICIAL STATEMENT. The Board of the Issuer hereby
approves the form and content of the Official Statement relating to the Bonds and any addenda,
supplement or amendment thereto, and approves the distribution of such Official Statement in the
reoffering of the Bonds by the Purchaser in final form, with such changes therein or additions thereto
as the officer executing the same may deem advisable, such determination to be conclusively
evidenced by his execution thereof. The distribution and use of the Preliminary Official Statement
dated October 3, 2006, prior to the date hereof is ratified and confirmed. The Board of the Issuer
hereby finds and determines that the Preliminary Official Statement and the Official Statement were
and are "deemed final" (as that term is defined in 17 C.F.R. Section 240.15c-12) as of their respective
dates.
Section 27. USE OF BOND PROCEEDS; APPROVAL OF ESCROW AGREEMENT;
REFUNDING AND REDEMPTION OF REFUNDED BONDS. (a) The proceeds from the sale
of the Bonds, except for (i) accrued interest, which shall be deposited to the Debt Service Fund, (ii)
any deposit for the Reserve Requirement, which shall be deposited in the 2006 Reserve Fund, and
(iii) amounts necessary to pay the costs of issuance of the Bonds, shall be deposited into the Escrow
Fund of the Issuer and used to refund the Refunded Bonds.
(b) Concurrently with the initial delivery of the Bonds, the Issuer shall deposit an amount
from the proceeds from the sale of the Bonds with The Bank of New York Trust Company, National
Association (the "Escrow Agent"), acting as Escrow Agent (together with such additional amount
contributed by the Issuer, if any, as will be necessary to pay, together with interest earnings on
investments in the Escrow Fund purchased to pay the Refunded Bonds and the interest coming due
on the Refunded Bonds to their redemption or scheduled maturity), sufficient to provide for the
refunding of the Refunded Bonds, in accordance with the Act.
(c) The Escrow Agreement, relating to the Refunded Bonds, between the Issuer and the
Escrow Agent, in substantially the form presented to the Board at the meeting to consider this
Resolution is hereby approved, and the President, Vice President and Secretary of the Board are
hereby authorized, for and on behalf of the Issuer, to execute the Escrow Agreement in final form.
(d) There is attached to this Resolution as Exhibit D, and made a part hereof for all
purposes, the NOTICE OF REDEMPTION for the Refunded Bonds to be refunded with the
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proceeds of the Bonds. The Issuer hereby exercises its option to redeem prior to maturity the
Refunded Bonds described in the NOTICE OF REDEMPTION, and said Refunded Bonds are hereby
called for redemption, and shall be redeemed, prior to maturity, on the date, at the place, and at the
price set forth therein.
At least thirty (30) days prior to the date fixed for such redemption a copy of the NOTICE
OF REDEMPTION shall be sent by the paying agent/registrar for the Refunded Bonds by United
States mail, first class, postage prepaid, to each registered owner of a Refunded Bond to be
redeemed, in whole or in part, at the address of such registered owner appearing on the registration
books of the paying agent/registrar for the Refunded Bonds at the close of business on the business
day next preceding the date of mailing of such notice.
Section 28. EXECUTION OF DOCUMENTS. The President, Vice President and
Secretary of the Board of the Issuer are hereby authorized to execute, deliver, attest and affix the seal
of the Issuer to all documents and instruments necessary and appropriate in connection with the
issuance, sale and delivery of the Bonds, including, without limitation, the Escrow Agreement, the
Paying Agent/Registrar Agreement and the DTC Blanket Issuer Letter of Representations in
substantially the forms attached hereto and made a part hereof for all purposes.
Section 29. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports. The
Issuer shall provide annually to each NRMSIR and any SID, within six months after the end of each
fiscal year, financial information and operating data with respect to the Issuer of the general type
described in Exhibit C hereto. Any financial statements so to be provided shall be (1) prepared in
accordance with the accounting principles described in Exhibit C hereto, or such other accounting
principles as the Issuer may be required to employ from time to time pursuant to state law or
regulation and (2) audited, if the Issuer 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 Issuer shall provide unaudited financial
statements within the required time period and audited financial statements for the applicable fiscal
year to each NRMSIR and any SID, when and if the audit report on such statements become
available.
If the Issuer changes its fiscal year, it will notify each NRMSIR and any SID of the change
(and of the date of the new fiscal year end) prior to the next date by which the Issuer otherwise would
be required to provide financial information and operating data pursuant to this paragraph (a).
The financial information and operating data to be provided pursuant to this paragraph (a)
may be set forth in full in one or more documents or may be included by specific reference to any
document (including an official statement or other offering document, if it is available from the
MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC.
(b) Material Event Notices. The Issuer shall notify any SID and either each NRMSIR or the
MSRB, in a timely manner, of any of the following events with respect to the Bonds, if such event
is material within the meaning of the federal securities laws:
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A. Principal and interest payment delinquencies;
B. Non-payment related defaults;
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 or events affecting the tax-exempt status of the Bonds;
G. Modifications to rights of Registered Owners of the Bonds;
H. Bond calls;
I. Defeasances;
J. Release, substitution or sale of property securing repayment ofthe Bonds; and
K. Rating changes.
The Issuer shall notify any SID and either each NRMSIR or the MSRB, in a timely manner,
of any failure by the Issuer to provide financial information or operating data in accordance with
paragraph (a) of this Section by the time required by such paragraph.
(c) Limitations, Disclaimers and Amendments. The Issuer shall be obligated to observe and
perform the covenants specified in this section for so long as, but only for so long as, the Issuer
remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that
the Issuer in any event will give notice of any deposit made in accordance with Section 21 of this
Resolution that causes Bonds no longer to be outstanding.
The provisions of this section are for the sole benefit of the Registered Owners 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 Issuer undertakes to
provide only the financial information, operating data, financial statements and notices which it has
expressly agreed to provide pursuant to this section and does not hereby undertake to provide any
other information that may be relevant or material to a complete presentation of the Issuer's financial
results, condition or prospects or hereby undertake to update any information provided in accordance
with this section or otherwise, except as expressly provided herein. The Issuer 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.
Any filing required by this Section may be made solely with a central post office approved for
such purposes by the SEC, such as the Texas Municipal Advisory Council (the "MAC") as provided
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at http://www.disclosureusa.org, for submission to the NRMSIRs and SID (without also separately
submitting such filings to the NRMSIRs and SID by some other means) so long as such filing is
acceptable to the SEC.
UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE
REGISTERED OWNERS OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER
PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART
FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR 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 Issuer in observing or performing its obligations under this section shall
comprise a breach of or default under the Resolution for purposes of any other provision of this
Resolution.
Nothing in this section is intended or shall act to disclaim, waive or otherwise limit the duties
of the Issuer under federal and state securities laws.
The provisions of this section may be amended by the Issuer from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law or a change
in the identity, nature, status or type of operations of the Issuer, but only if (1) the provisions of this
section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary
offering of the Bonds in compliance with the Rule, taking into account any amendments or
interpretations of the Rule since such offering as well as such changed circumstances and (2) either
(a) the Registered Owners of a majority in aggregate principal amount (or any greater amount
required by any other provision of this Resolution that authorizes such an amendment) of the
Outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the Issuer
(such as nationally recognized bond counsel) determines that such amendment will not materially
impair the interest of the Registered Owners and beneficial owners of the Bonds. If the Issuer 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 Issuer 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 an
underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds.
Section 30. PROVISIONS RELATING TO BOND INSURANCE. The Issuer does
hereby accept the commitment for municipal bond insurance with MBIA Insurance Corporation
("MBIA" or the "Bond Insurer") for the municipal bond insurance policy (the "Bond Insurance
Policy") on the Bonds. In accordance with such policy and notwithstanding anything to the contrary
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in this Resolution, the Issuer covenants and agrees, so long as MBIA is not in default under the such
insurance policy, that the following provisions will apply:
(a) Remedies. MBIA, acting alone, shall have the right to direct all remedies otherwise
available to the Registered Owners of the Bonds under Section 31 of this Resolution. MBIA shall
be recognized as the Registered Owner of all the Bonds for the purposes of exercising all rights and
privileges available to Registered Owners of the Bonds. MBIA shall have the right to institute any
suit, action, or proceeding, at law or in equity under the same terms as an Registered Owner of the
Bonds as provided under Section 31 of this Resolution.
(b) Amendments and Notice of Amendments. Any amendment or modification of this
Resolution made pursuant to Section 34 hereof shall require notice to MBIA. Any amendment or
modification of this Resolution pursuant to subsection (a) of Section 34 hereof shall require the
written consent of MBIA. Any such amendment consented to by MBIA shall be sent to Standard and
Poor's Ratings Group and copies of any amendments made to any other documents executed in
connection with the issuance of the Bonds which are consented to by MBIA shall be sent to Standard
& Poor's Ratings Group.
(c) Payment Provisions under the Bond Insurance Policy. (i) In the event that, on the second
business day, and again on the business day, prior to a payment date on the Bonds, the Paying
Agent/Registrar has not received sufficient moneys to pay all principal of and interest on the Bonds
due on the second following or following, as the case may be, business day, the Paying
Agent/Registrar shall immediately notify MBIA or its designee on the same business day by telephone
or telegraph, confirmed in writing by registered or certified mail, of the amount of the deficiency.
(ii) If the deficiency is made up in whole or in part prior to or on the payment
date, the Paying Agent/Registrar shall so notify MBIA or its designee.
(iii) In addition, if the Paying Agent/Registrar has notice that any Registered
Owner has been required to disgorge payments of principal or interest on the Bonds, to a
trustee in bankruptcy or creditors or others pursuant to a final judgment by a court of
competent jurisdiction that such payment constitutes an avoidable preference to such
Registered Owner within the meaning of any applicable bankruptcy laws, then the Paying
Agent/Registrar shall notify MBIA or its designee of such fact by telephone or telegraphic
notice, confirmed in writing by registered or certified mail.
(iv) The Paying Agent/Registrar is hereby irrevocably designated, appointed,
directed and authorized to act as attorney-in-fact for Registered Owners of the Bonds as
follows:
1. If and to the extent there is a deficiency in amounts required to pay interest on
the Bonds, the Paying Agent/Registrar shall (a) execute and deliver to U.S. Bank
Trust National Association, or its successors under the Bond Insurance Policy (the
"Insurance Paying Agent"), in form satisfactory to the Insurance Paying Agent, an
instrument appointing MBIA as agent for such Registered Owners in any legal
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proceeding related to the payment of such interest and an assignment to MBIA of the
claims for interest to which such deficiency relates and which are paid by MBIA, (b)
receive as designee of the respective Registered Owners (and not as Paying
Agent/Registrar) in accordance with the tenor of the Bond Insurance Policy payment
from the Insurance Paying Agent with respect to the claims for interest so assigned,
and (c) disburse the same to such respective Registered Owners; and
2. If and to the extent of a deficiency in amounts required to pay principal of the
Bonds, the Paying Agent/Registrar shall (a) execute and deliver to the Insurance
Paying Agent in form satisfactory to the Insurance Paying Agent an instrument
appointing MBIA as agent for such Registered Owner in any legal proceeding relating
to the payment of such principal and an assignment to MBIA of any of the Bonds
surrendered to the Insurance Paying Agent of so much ofthe principal amount thereof
as has not previously been paid or for which moneys are not held by the Paying
Agent/Registrar and available for such payment (but such assignment shall be
delivered only if payment from the Insurance Paying Agent is received), (b) receive
as designee of the respective Registered Owners (and not as Paying Agent/Registrar)
in accordance with the tenor of the Bond Insurance Policy payment therefor from the
Insurance Paying Agent, and (c) disburse the same to such Registered Owners.
(v) Payments with respect to claims for interest on and principal of Bonds
disbursed by the Paying Agent/Registrar from proceeds of the Bond Insurance Policy shall
not be considered to discharge the obligation of the Issuer with respect to such Bonds, and
MBIA shall become the owner of such unpaid Bond and claims for the interest in accordance
with the tenor of the assignment made to it under the provisions of this subsection or
otherwise.
(vi) Irrespective of whether any such assignment is executed and delivered, the
Issuer and the Paying Agent/Registrar hereby agree for the benefit of MBIA that:
1. They recognize that to the extent MBIA makes payments, directly or indirectly
(as by paying through the Paying Agent/Registrar), on account of principal of or
interest on the Bonds, MBIA will be subrogated to the rights of such Registered
Owners to receive the amount of such principal and interest from the Issuer, as
provided and solely from the sources stated in this Resolution and the Bonds; and
2. They will accordingly pay to MBIA the amount of such principal and interest
(including principal and interest recovered under subparagraph (ii) of the first
paragraph of the Bond Insurance Policy, which principal and interest shall be deemed
past due and not to have been paid), as provided in this Resolution and the Bonds, but
only from the sources and in the manner provided herein for the payment of principal
of and interest on the Bonds to Registered Owners, and will otherwise treat MBIA
as the owner of such rights to the amount of such principal and interest.
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(d) Additional Disclosure Documents. In connection with the issuance ofAdditional Parity
Obligations, the Issuer shall deliver to MBIA a copy of the disclosure document, if any, circulated
with respect to such Additional Parity Obligations.
(e) Resignation or Removal ofPaying Agent/Registrar. MBIA shall receive notice of the
resignation or removal of the Paying Agent/Registrar and the appointment of a successor thereto.
(0 The Issuer Audits and Budgets. MBIA shall receive, on an annual basis, copies of the
Issuer's audited financial statements and its annual budget.
(g) Notices. Any notice that is required to be given to an Registered Owner of the Bonds
or to the Paying Agent/Registrar pursuant to this Resolution shall also be provided to MBIA. All
notices required to be given to MBIA under this Resolution shall be in writing and shall be sent by
registered or certified mail addressed to MBIA Insurance Corporation, 113 King Street, Armonk,
New York 10504, Attention: Surveillance.
(h) The Issuer agrees to reimburse MBIA immediately and unconditionally upon demand,
to the extent permitted by law and subject to annual appropriation by the Issuer, for all reasonable
expenses, including attorneys' fees and expenses, incurred by MBIA in connection with (i) the
enforcement by MBIA of the Issuer's obligations, or the preservation or defense of any rights of
MBIA, under this Resolution and any other document executed in connection with the issuance of
the Bonds, and (ii) any consent, amendment, waiver or other action with respect to this Resolution
or any related document, whether or not granted or approved, together with interest on all such
expenses from and including the date incurred to the date of payment at Citibank's Prime Rate plus
3% or the maximum interest rate permitted by law, whichever is less. In addition, MBIA shall have
the right to charge a reasonable fee in connection with its review of any such consent, amendment
or waiver, whether or not granted or approved. The obligation of the Issuer to make the payments
and reimbursements described in this paragraph is subject to annual appropriation by the Issuer.
(i) The Issuer agrees not to use MBIA's name in any public document including, without
limitation, a press release or presentation, announcement or forum without MBIA's prior consent;
provided however, such prohibition on the use of MBIA's name shall not relate to the use of MBIA's
standard approved form of disclosure in public documents issued in connection with the current
issuance of the Bonds; and provided further such prohibition shall not apply to the use of MBIA's
name in order to comply with public notice, public meeting or public reporting requirements. In the
event that the Issuer is advised by counsel that it has the legal obligation to disclose MBIA's name
in any press release, public announcement or other public document, the Issuer shall provide MBIA
with at least three (3) business days prior written notice of its intent to use MBIA's name together
with a copy of the proposed use ofMBIA's name and any description of a transaction with MBIA and
shall obtain MBIA's prior consent as to the form and substance of the proposed use ofMBIA's name
any such description.
(j) The Issuer shall not enter into any agreement nor shall it consent to or participate in
any arrangement pursuant to which Bonds are tendered or purchased for any purpose other than the
25
redemption and cancellation or legal defeasance of such Bonds without the prior written consent of
MBIA.
(k) In the event the Bonds are defeased pursuant to the provisions of Section 8 of this
Resolution, the Issuer will provide MBIA with an opinion of counsel acceptable to MBIA that the
Bonds have been legally defeased and that the escrow agreement establishing such defeasance
operates to legally defease the Bonds within the meaning of this Resolution. In addition, MBIA will
also be entitled to receive (i) 15 business days notice of any advance refunding of the Bonds and (ii)
an accountant's report with respect to the sufficiency of the amounts deposited in escrow to defease
the Bonds.
(1) Any Paying Agent/Registrar for the Bonds must be a commercial bank with trust
powers.
(m) No optional redemption of the Bonds shall occur under this Resolution if any Reserve
Fund Obligation Payments are past due and owing to the Bond Insurer and the Bond Insurer is not
in default under the payment provisions of the Reserve Fund Obligation.
Section 31. REMEDIES IN THE EVENT OF DEFAULT. In addition to all of the rights
and remedies provided by the laws of the State of Texas, it is specifically covenanted and agreed
particularly that in the event the Issuer (i) defaults in the payments to be made to the Debt Service
Fund, as required by this Resolution, (ii) defaults in the observance or performance of any other of
the covenants, conditions, or obligations set forth in this Resolution, the Registered Owner or
Registered Owners of any Parity Obligations shall be entitled to appointment of a receiver in equity
or a writ of mandamus issued by a court of proper jurisdiction, compelling and requiring the Issuer,
its officers, the Board of Directors, and/or all of them in their respective official capacities, to observe
and perform any covenants, conditions, or obligations prescribed in this Resolution.
No delay or omission to exercise any right or power accruing upon any default shall impair
any such right or power, or shall be construed to be a waiver of any such default or acquiescence
therein, and every such right and power may be exercised from time to time and as often as may be
deemed expedient.
The specific remedies herein provided shall be cumulative of all other existing remedies and
the specifications of such remedies shall not be deemed to be exclusive. In determining whether a
payment default has occurred or whether payment of the Bonds has been made under the Resolution,
no effect shall be given to payments under the Bond Insurance Policy.
Section 32. NO RECOURSE AGAINST OFFICIALS. No recourse shall be had for the
payment of principal of or interest on any Parity Obligations or for any claim based thereon or on this
Resolution against any official of the Issuer or the City or any person executing any Parity
Obligations.
Section 33. FURTHER ACTIONS. The officers and employees of the Issuer and the City
are hereby authorized, empowered and directed from time to time and at any time to do and perform
26
all such acts and things and to execute, acknowledge and deliver in the name and under the corporate
seal and on behalf of the Issuer all such instruments, whether or not herein mentioned, as may be
necessary or desirable in order to carry out the terms and provisions of this Resolution, the Bonds,
the initial sale and delivery of the Bonds, the Paying Agent/Registrar Agreement, any insurance
commitment letter or insurance policy and the Official Statement. In addition, prior to the initial
delivery of the Bonds, the Mayor, the President of the Board, the City Attorney and Bond Counsel
are hereby authorized and directed to approve any technical changes or corrections to this Resolution
or to any of the instruments authorized and approved by this Resolution necessary in order to (i)
correct any ambiguity or mistake or properly or more completely document the transactions
contemplated and approved by this Resolution and as described in the Official Statement, (ii) obtain
a rating from any of the national bond rating agencies or satisfy requirements of the Bond Insurer,
(iii) obtain a surety policy covering the 2006 Required Reserve or (iv) obtain the approval of the
Bonds by the Texas Attorney General's office.
In case any officer of the Issuer whose signature shall appear on any Bond shall cease to be
such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient
for all purposes the same as if such officer had remained in office until such delivery.
Section 34. AMENDMENT OF RESOLUTION. (a) The Bond Insurer and the registered
owners of the Parity Obligations aggregating a majority in principal amount of the aggregate principal
amount of then Outstanding Parity Obligations shall have the right from time to time to approve any
amendment to this Resolution which may be deemed necessary or desirable by the Issuer, provided,
however, that without the consent of the Bond Insurer and the registered owners of all of the effected
Parity Obligations at the time outstanding, nothing herein contained shall permit or be construed to
permit the amendment of the terms and conditions in this Resolution or in the Parity Obligations so
as to:
(i) Make any change in the maturity of the Outstanding Parity Obligations;
(ii) Reduce the rate of interest borne by any of the outstanding Parity Obligations;
(iii) Reduce the amount of the principal payable on the outstanding Parity Obligations;
(iv) Modify the terms of payment of principal of or interest on the outstanding Parity
Obligations or impose any conditions with respect to such payment;
(v) Affect the rights of the registered owners of less than all of the Parity Obligations then
outstanding;
(vi) Change the minimum percentage of the principal amount of Parity Obligations
necessary for consent to such amendment.
(b) If at any time the Issuer shall desire to amend this Resolution under this Section, the
Issuer shall cause notice of the proposed amendment to be delivered to the Bond Insurer and
published in a financial newspaper or journal of general circulation in the city of New York, New
27
York, once during each calendar week for at least two successive calendar weeks. Such notice shall
briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file
for inspection by all registered owners of Parity Obligations at the designated trust office of the
registrar for the Parity Obligations. Such publication is not required, however, if notice in writing
is given to each registered owner of the Parity Obligations.
(c) Whenever at any time not less than thirty days, and within one year, from the date of the
first publication of said notice or other service of written notice the Issuer shall receive an instrument
or instruments executed by the registered owners of at least a majority in aggregate principal amount
of all Parity Obligations then outstanding, which instrument or instruments shall refer to the proposed
amendment described in said notice and which specifically consent to and approve such amendment
in substantially the form of the copy thereof on file with the Paying Agent/Registrar, the Issuer Board
of Directors may pass the amendatory resolution in substantially the same form.
(d) Upon the passage of any amendatory resolution pursuant to the provisions of this Section,
this Resolution shall be deemed to be amended in accordance with such amendatory resolution, and
the respective rights, duties and obligations under this Resolution of the Issuer and all the registered
owners of then outstanding Parity Obligations shall thereafter be determined, exercised and enforced
hereunder, subject in all respects to such amendments.
(e) Any consent given by the Registered Owner of a Parity Obligation pursuant to the
provisions of this Section shall be irrevocable for a period of six months from the date of the first
publication of the notice provided for in this Section, and shall be conclusive and binding upon all
future registered owners of the same Parity Obligation during such period. Such consent may be
revoked at any time after six months from the date of the first publication of such notice by the
registered owners who gave such consent, or by a successor in title, by filing notice thereof with the
Paying Agent and the Issuer, but such revocation shall not be effective if the Registered Owners of
at least a majority in aggregate principal amount of the then outstanding Parity Obligations as in this
Section defined have, prior to the attempted revocation, consented to and approve the amendment.
(f) For the purpose of this Section, the fact of the holding of Parity Obligations issued in
registered form without coupons and the amounts and numbers of such Parity Obligations and the
date of their holding same shall be proved by the Registration Books of the Paying Agent/Registrar.
For purposes of this Section, the registered owner of a Parity Obligation in such registered form shall
be the owner thereof as shown on such Registration Books. The Issuer may conclusively assume that
such ownership continues until written notice to the contrary is served upon the Issuer.
(g) The foregoing provisions of this Section notwithstanding, the Issuer by action of the
Board may amend this Resolution for any one or more of the following purposes:
(1) To add to the covenants and agreements of the Issuer in this Resolution
contained, other covenants and agreements thereafter to be observed, grant additional rights
or remedies to bondholders or to surrender, restrict or limit any right or power herein
reserved to or conferred upon the Issuer;
28
(2) To make such provisions for the purpose of curing any ambiguity, or curing,
correcting or supplementing any defective provision contained in this Resolution, or in regard
to clarifying matters or questions arising under this Resolution, as are necessary or desirable
and not contrary to or inconsistent with this Resolution and which shall not adversely affect
the interests of the registered owners of the Parity Obligations;
(3) To make any changes or amendments requested by any Rating Agency, as a
condition to the issuance or maintenance of a rating, which changes or amendments do not,
in the judgment of the Issuer, materially adversely affect the interests of the owners of the
outstanding Parity Obligations;
(4) To make such changes, modifications or amendments as may be necessary or
desirable, which shall not adversely affect the interests ofthe owners ofthe outstanding Parity
Obligations, in order, to the extent permitted by law, to facilitate the economic and practical
utilization of credit agreements with respect to the Parity Obligations including, without
limitation, supplementing the definition of "Annual Debt Service Requirements" to address
the amortization of payments due and owing under a credit agreement;
(5) To modify any of the provisions of this Resolution in any other respect
whatever, provided that (i) such modification shall be, and be expressed to be, effective only
after all Parity Obligations outstanding at the date of the adoption of such modification shall
cease to be outstanding, and (ii) such modification shall be specifically referred to in the text
of all Additional Parity Obligations issued after the date of the adoption of such modification.
Notice of any such amendment may be published or given by the Issuer in the manner described in
subsection (b) of this Section; provided, however, that the publication of such notice shall not
constitute a condition precedent to the adoption of such amendatory resolution and the failure to
publish such notice shall not adversely affect the implementation of such amendment as adopted
pursuant to such amendatory resolution.
Section 35. PAYMENT OF ATTORNEY GENERAL FEE. The Issuer hereby authorizes
the disbursement of a fee equal to the lesser of (i) one-tenth of one percent of the principal amount
of the Bonds or (ii) $9,500, provided that such fee shall not be less than $750, to the Attorney
General of Texas Public Finance Division for payment of the examination fee charged by the State
of Texas for the Attorney General's review and approval of public securities and credit agreements,
as required by Section 1202.004 of the Texas Government Code. The appropriate member of the
Issuer's staff is hereby instructed to take the necessary measures to make this payment. The Issuer
is also authorized to reimburse the appropriate funds for such payment from proceeds of the Bonds.
Section 36. INTERPRETATIONS. All terms defined herein and all pronouns used in this
Resolution shall be deemed to apply equally to singular and plural and to all genders. The titles and
headings of the articles and sections of this Resolution and the Table of Contents of this Resolution
have been inserted for convenience of reference only and are not to be considered a part hereof and
shall not in any way modify or restrict any of the terms or provisions hereof. This Resolution and all
the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein
29
and to sustain the validity of the Bonds and the validity of the lien on and pledge of the Pledged
Revenues to secure the payment of the Bonds.
Section 37. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions, or
parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby
repealed to the extent of such conflict and the provisions of this Resolution shall be and remain
controlling as to the matters contained herein.
Section 38. INTERESTED PARTIES. Nothing in this Resolution expressed or implied
is intended or shall be construed to confer upon, or to give to, any person or entity, other than the
Issuer and the Registered Owners of the Bonds, any right, remedy or claim under or by reason of this
Resolution or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises
and agreements in this Resolution contained by and on behalf of the Issuer shall be for the sole and
exclusive benefit of the Issuer and the registered owners of the Bonds.
Section 39. INCORPORATION OF RECITALS. The Issuer hereby finds that the
statements set forth in the recitals of this Resolution are true and correct, and the City hereby
incorporates such recitals as a part of this Resolution.
Section 40. SEVERABILITY. If any provision of this Resolution or the application thereof
to any circumstance shall be held to be invalid, the remainder of this Resolution and the application
thereof to other circumstances shall nevertheless be valid, and this governing body hereby declares
that this Resolution would have been enacted without such invalid provision.
Section 41. REPEALER. All orders, resolutions and ordinances, or parts thereof,
inconsistent herewith are hereby repealed to the extent of such inconsistency.
Section 42. EFFECTIVE DATE. This Resolution shall become effective upon adoption
by the Issuer and approval by the City.
Section 43. PREAMBLE. The findings and preambles set forth in this Resolution are
hereby incorporated into this Resolution and made a part hereof for all purposes.
30
EXHIBIT A
DEFINITIONS
As used in this Resolution, the following terms and expressions shall have the meanings set
forth below, unless the text of this Resolution specifically indicates otherwise.
"2006 Required Reserve" shall mean the amount to be maintained on deposit in, or held as
securities, a Surety Bond or other similar instrument permitted by State law for the benefit of the
2006 Reserve Fund (as defined in Section 11 hereof) which shall equal or exceed, or have a face value
of Average Annual Debt Service Requirements on the Bonds.
"2006 Reserve Fund" means the special fund created, established and maintained by the
provisions of Sections 7 and 11 of this Resolution.
"Act" shall mean the Development Corporation Act of 1979, Article 5190.6, V.A.T.C.S., as
amended.
"Additional Parity Obligations" shall mean bonds, notes warrants, certificates of obligation
or other debt obligations which the Issuer reserves the right to issue or enter into, as the case may
be, in the future in accordance with the terms and conditions provided in Section 18 ofthis Resolution
and which, together with the Bonds, are equally and ratably secured by a first lien on and pledge of
the Pledged Revenues on a parity with the Bonds under the terms of this Resolution and an
Additional Parity Obligations Resolution.
"Additional Parity Obligations Resolution" shall mean any resolution of the Board
authorizing and providing the terms and provisions of the Additional Parity Obligations.
"Amortization Installment" means, with respect to any Term Bonds of any series of Parity
Obligations, the amount of money which is required to be deposited into a mandatory redemption
account for retirement of such Term Bonds (whether at maturityor by mandatory redemption and
including redemption premium, if any) provided that the total Amortization Installments for such
Term Bonds shall be sufficient to provide for retirement of the aggregate principal amount of such
Term Bonds.
"Annual Debt Service Requirements" means, as of the date of calculation, the principal of and
interest on all Parity Obligations coming due at Maturity or Stated Maturity (or that could come due
on demand of the owner thereof other than by acceleration or other demand conditioned upon default
by the Issuer on such Debt, or be payable in respect of any required purchase of such Debt by the
Issuer) in such Fiscal Year, and, for such purposes, any one or more of the following rules shall apply
at the election of the Issuer:
(a) If the principal (including the accretion of interest resulting from original issue
discount or compounding of interest) of any series or issue of Funded Debt due (or payable
in respect of any required purchase of such Funded Debt by the Issuer) in any Fiscal Year
either is equal to at least 25% of the total principal (including the accretion of interest
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resulting from original issue discount or compounding of interest) of such Funded Debt or
exceeds by more than 50% the greatest amount of principal of such series or issue of Funded
Debt due in any preceding or succeeding Fiscal Year (such principal due in such Fiscal Year
for such series or issue of Funded Debt being referred to herein and throughout this
Resolution as 'Balloon Debt"), the amount of principal of such Balloon Debt taken into
account during any Fiscal Year shall be equal to the debt service calculated using the original
principal amount of such Balloon Debt amortized over the Term of Issue on a level debt
service basis at an assumed interest rate equal to the rate borne by such Balloon Debt on the
date of calculation;
(b) In the case of Balloon Debt, if a Designated Financial Officer shall deliver to
the Issuer a certificate providing for the retirement of (and the instrument creating such
Balloon Debt shall permit the retirement of), or for the accumulation of a sinking fund for
(and the instrument creating such Balloon Debt shall permit the accumulation of a sinking
fund for), such Balloon Debt according to a fixed schedule stated in such certificate ending
on or before the Fiscal Year in which such principal (and premium, if any) is due, then the
principal of (and, in the case of retirement, or to the extent provided for by the sinking fund
accumulation, the premium, if any, and interest and other debt service charges on) such
Balloon Debt shall be computed as if the same were due in accordance with such schedule,
provided that this clause (2) shall apply only to Balloon Debt for which the installments
previously scheduled have been paid or deposited to the sinking fund established with respect
to such Debt on or before the times required by such schedule; and provided further that this
clause (2) shall not apply where the Issuer has elected to apply the rule set forth in clause (1)
above;
(c) Principal of and interest on Parity Obligations, or portions thereof, shall not
be included in the computation of the Annual Debt Service Requirements for any Fiscal Year
for which such principal or interest are payable from funds on deposit or set aside in trust for
the payment thereof at the time of such calculations (including without limitation capitalized
interest and accrued interest so deposited or set aside in trust) with a financial institution
acting as fiduciary with respect to the payment of such Debt; and
(d) As to any Parity Obligations that bear interest at a variable interest rate which
cannot be ascertained at the time of calculation of the Annual Debt Service Requirement then,
at the option of the Issuer, either (A) an interest rate equal to the average rate borne by such
Parity Obligations (or by comparable debt in the event that such Parity Obligations has not
been outstanding during the preceding 24 months) for any 24 month period ending within 30
days prior to the date of calculation, or (B) an interest rate equal to the 30 -year Revenue
Bond Index (as most recently published in The Bond Buyer), shall be presumed to apply for
all future dates, unless such index is no longer published in The Bond Buyer, in which case
an index of revenue bonds with maturities of at least 20 years which is published in a financial
newspaper or journal with national circulation may be used for this purpose (if two Series of
Parity Obligations which bear interest at variable interest rate, or one or more maturities
within a Series, of equal par amounts, are issued simultaneously with inverse floating interest
rates providing a composite fixed interest rate for such Parity Obligations taken as a whole,
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such composite fixed rate shall be used in determining the Annual Debt Service Requirement
with respect to such Parity Obligations);
With respect to any calculation of historic data, only those payments actually made in the subject
period shall be taken into account in making such calculation and, with respect to prospective
calculations, only those payments reasonably expected to be made in the subject period shall be taken
into account in making the calculation.
"Average Annual Debt Service Requirements" means that average amount which, at the time
of computation, will be required to pay the Annual Debt Service Requirements when due (either at
Stated Maturity or mandatory redemption) and derived by dividing the total of such Annual Debt
Service Requirements by the number of Fiscal Years then remaining before Stated Maturity of such
Parity Obligations. For the purposes of this definition, a fractional period of a Fiscal Year shall be
treated as an entire Fiscal Year. Capitalized interest payments provided from bond proceeds, accrued
interest on any Debt, and interest earnings thereon shall be excluded in making such computation.
"Board" shall mean the Board of Directors of the Issuer.
"Bond" or "Bonds" shall mean the Round Rock Transportation System Development
Corporation Sales Tax Revenue Refunding Bonds, Series 2006, in the aggregate principal amount
of $11,505,000, authorized to be issued by this Resolution.
"Bond Insurance Policy" means the municipal bond new issue insurance policy issued by the
Bond Insurer that guarantees payment of principal of and interest on the Bonds.
"Bond Insurer" or "MBIA" means with respect to the Bonds, MBIA Insurance Corporation,
or any successor thereto, or any other entity that issues or guarantees the payment of principal and
interest on any Parity Obligations or the provider of a Reserve Fund Obligation.
"Book -Entry -Only System" means the book -entry system of bond registration provided in
Section 4, or any successor system of book -entry registration.
"Cede & Co. "means the designated nominee and its successors and assigns of The Depository
Trust Company, New York.
"City" shall mean the City of Round Rock, Texas.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Comptroller" shall mean the Comptroller of Public Accounts of the State of Texas, and any
successor official or officer thereto.
"Debt" and "Debt of the Issuer payable from Pledged Revenues" mean:
(a) all indebtedness payable from Pledged Revenues incurred or assumed by the
Issuer for borrowed money and all other financing obligations payable from Pledged
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Revenues that, in accordance with generally accepted accounting principles, are shown on the
liability side of a balance sheet; and
(b) all other indebtedness payable from Pledged Revenues (other than indebtedness
otherwise treated as Debt hereunder) for borrowed money or for the acquisition, construction
or improvement of property or capitalized lease obligations that is guaranteed, directly or
indirectly, in any manner by the Issuer, or that is in effect guaranteed, directly or indirectly,
by the Issuer through an agreement, contingent or otherwise, to purchase any such
indebtedness or to advance or supply funds for the payment or purchase of any such
indebtedness or to purchase property or services primarily for the purpose of enabling the
debtor or seller to make payment of such indebtedness, or to assure the owner of the
indebtedness against loss, or to supply funds to or in any other manner invest in the debtor
(including any agreement to pay for property or services irrespective of whether or not such
property is delivered or such services are rendered), or otherwise.
For the purpose of determining Debt, there shall be excluded any particular Debt if, upon or prior to
the Maturity thereof, there shall have been deposited with the proper depository (a) in trust the
necessary funds (or investments that will provide sufficient funds, if permitted by the instrument
creating such Debt) for the payment, redemption, or satisfaction of such Debt or (b) evidence of such
Debt deposited for cancellation; and thereafter it shall not be considered Debt. No item shall be
considered Debt unless such item constitutes indebtedness under generally accepted accounting
principles applied on a basis consistent with the financial statements of the Issuer in prior Fiscal
Years.
"Defeasance Securities" means (i) Federal Securities, (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 Board of Directors
adopts or approves proceedings authorizing the issuance ofrefunding bonds or otherwise provide for
the funding of an escrow to effect the defeasance of the Bonds are rated as to investment quality by
a nationally recognized investment rating firm not less than "AAA" or its equivalent, and (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 Board of Directors adopts or approves
proceedings authorizing the issuance of refunding bonds or otherwise provide for the funding of an
escrow to effect the defeasance of the Bonds, are rated as to investment quality by a nationally
recognized investment rating firm no less than "AAA" or its equivalent.
"Depository" means one or more official depository banks of the Issuer.
"DTC" means The Depository Trust Company, New York, New York and its successors and
assigns.
"DTC Participant" means securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among DTC Participants.
A-4
"Election" means the sales and use tax election held by the City on August 9, 1997 pursuant
to the provisions of the Act.
"Federal Securities" means direct, noncallable obligations of the United States of America,
including obligations that are unconditionally guaranteed by the United States of America (including
Interest Strips of the Resolution Funding Corporation).
"Fiscal Year" means the twelve-month accounting period used by the Issuer in connection
with the operation of the System, currently ending on September 30 of each year, which may be any
twelve consecutive month period established by the Issuer, but in no event may the Fiscal Year be
changed more than one time in any three calendar year period.
"Funded Debt" means all Parity Obligations created or assumed by the Issuer that mature by
their terms (in the absence of the exercise of any earlier right of demand), or that are renewable at the
option of the Issuer to a date, more than one year after the original creation or assumption of such
Debt by the Issuer.
"Investment Act" shall mean the Public Funds Investment Act, Chapter 2256, Texas
Government Code, as amended.
"Issuer" shall mean Round Rock Transportation System Development Corporation.
"Junior Lien Obligations" shall mean (i) the State Infrastructure Bank Loan Agreement
between the Issuer and the Texas Department of Transportation relating to a loan in the amount of
$16,000,000 entered into in August of 2000; (ii) the State Infrastructure Bank Loan Agreement
between the Issuer and the Texas Department of Transportation relating to a loan in the amount of
$15,000,000 entered into in August of 2002; (iii) the State Infrastructure Bank Loan Agreement
between the Issuer and the Texas Department of Transportation relating to a loan in the amount of
$6,201,377.57 entered into January of 2006; and (iv) any other obligations issued on a parity
therewith which the Issuer reserves the right to issue in Section 19 of this Resolution.
"MSRB" means the Municipal Securities Rulemaking Board.
"Maturity" means, when used with respect to any Debt, the date on which the principal of
such Debt or any installment thereof becomes due and payable as therein provided, whether at the
Stated Maturity thereof or by declaration of acceleration, call for redemption, or otherwise.
"Maximum Annual Debt Service Requirements" means the greatest requirements of Annual
Debt Service Requirements (taking into account all mandatory principal redemption requirements)
scheduled to occur in any future Fiscal Year or in the then current Fiscal Year for the particular
obligations for which such calculation is made. Capitalized interest payments provided from Debt
proceeds, accrued interest on any Debt, and interest earnings thereon shall be excluded in making
such computation.
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"NRMSIR" means each person whom the SEC or its staff has determined to be a nationally
recognized municipal securities information repository within the meaning of the Rule from time to
time.
"Outstanding" - When used in this Resolution with respect to Parity Obligations means, as
of the date of determination, all Bonds and Parity Obligations theretofore sold, issued and delivered
by the Issuer, except:
(a) those Parity Obligations canceled or delivered to the transfer agent or registrar for
cancellation in connection with the exchange or transfer of such obligations;
(b) those Parity Obligations paid or deemed to be paid in accordance with the provisions
of Section 21 hereof or similar provisions of any resolution authorizing such Parity Obligations; and
(c) those Parity Obligations that have been mutilated, destroyed, lost, or stolen and
replacement obligations have been registered and delivered in lieu thereof.
"Parity Obligations" shall mean, collectively, the Bonds, the Previously Issued Parity
Obligations and any Additional Parity Obligations.
"Paying Agent/Registrar" shall mean The Bank of New York Trust Company, National
Association. or any successor financial institution so designated in accordance with the provisions of
Section 4 of this Resolution and any successor thereto.
"Permitted Investments" means, to the extent authorized by the Investment Act and the
Issuer's Investment Policy, those investments set forth in Exhibit "E" attached hereto.
"Pledged Revenues" shall mean all of the Issuer's receipts of the Sales Tax, less any amounts
due or owing to the Comptroller as charges for collection or retention by the Comptroller for refunds
and to redeem dishonored checks and drafts, to the extent such charges and retentions are authorized
or required by law.
"Previously Issued Parity Obligations" means the Issuer's Outstanding Parity Obligations
entitled "Round Rock Transportation System Development Corporation Senior Lien Sales Tax
Revenue Bonds, Series 2001".
"Record Date" means Record Date as defined in the Form of Bond in Exhibit "B" to this
Resolution.
"Refunded Bonds" shall have the meaning given to such term in the recitals to this Resolution.
"Registered Owner" or "Registered Owners" means the registered owner, whose name
appears in the Security Register, for any Parity Obligation.
'Registration Books" means the books or records for the registration of the transfer and
exchange of the Bonds.
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"Reserve Fund Obligation" means, to the extent permitted by law, as evidenced by an opinion
of nationally recognized bond counsel, a surety bond or insurance policy deposited in the 2006
Reserve Fund to satisfy the 2006 Required Reserve or similar obligation deposited in any reserve fund
for another series of Parity Obligations whereby the issuer of such obligation is obligated to provide
funds up to and including the maximum amount and under the conditions specified in such agreement
or instrument. With respect to the Bonds, the Reserve Fund Obligation means the Debt Service
Reserve Fund Policy Agreement between the Issuer and MBIA Insurance Corporation.
"Reserve Fund Obligation Payment" means any subrogation payment the Issuer is obligated
to make from Pledged Revenues deposited in the 2006 Reserve Fund or any reserve fund for another
series of Parity Obligations with respect to a Reserve Fund Obligation. With respect to the Bonds,
the Reserve Fund Obligation Payment means the repayment of any draws and expenses under the
Reserve Fund Obligation together with interest at a rate equal to the lower of (i) the prime rate of
Citibank, N.A., New York, New York in effect from time to time plus 3% per annum, calculated on
the basis of the actual number of days elapsed over a 360 -day year and (ii) the highest rate permitted
by law.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"Sales Tax" shall mean the one-half of one percent sales and use tax levied by the City within
the boundaries of the City as they now or hereafter exist, together with any increases in the aforesaid
rate if provided and authorized by the laws of the State of Texas, including specifically the Act, and
collected for the benefit of the Issuer, all in accordance with the Act, including particularly Section
4B thereof.
"SEC" means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized department,
officer, or agency thereof as, and determined by the SEC or its staff to be, a state information
depository within the meaning of the Rule from time to time.
"Stated Maturity " means the annual principal payments of the Parity Obligations payable on
the respective dates set forth in the Resolutions which authorized the issuance of such Parity
Obligations.
"Subordinate Lien Obligations" means (i) any bonds, notes, warrants, certificates of
obligation, contractual obligations or other Debt issued by the Issuer that are payable, in whole or in
part, from and equally and ratably secured by a lien on and pledge of the Pledged Revenues, such
pledge being subordinate and inferior to the lien on and pledge of the Pledged Revenues that are or
will be pledged to the payment of any Parity Obligations and Junior Lien Obligations issued by the
Issuer, and (ii) obligations hereafter issued to refund any of the foregoing if issued in a manner that
provides that the refunding bonds are payable from and equally and ratably secured, in whole or in
part, by a lien on and pledge of the Pledged Revenues on a parity with the Subordinate Lien
Obligations.
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"Surety Bond" shall mean a policy of municipal bond insurance, a surety bond or other
obligation permitted by law which is issued by an insurance company or other issuer of such
instruments for the purpose of funding all or part of the 2006 Required Reserve; provided that the
issuing company or institution shall have a rating in the highest rating category by two nationally
recognized rating agencies or services.
"Term Bonds" means those Parity Obligations so designated in the resolutions authorizing
such bonds which shall be subject to retirement by operation of a mandatory redemption account.
"Term of Issue" means with respect to any Balloon Debt, a period oftime equal to the greater
of (i) the period of time commencing on the date of issuance of such Balloon Debt and ending on the
final maturity date of such Balloon Debt or (ii) twenty-five years.
"Transfer Agreement" shall mean the Sales Tax Remittance Agreement dated as of May 15,
2001, between the City and the Issuer.
[The Remainder of this Page Is Intentionally Left Blank]
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NO.
EXHIBIT B
FORM OF BOND
PRINCIPAL
AMOUNT
UNITED STATES OF AMERICA
STATE OF TEXAS
ROUND ROCK TRANSPORTATION SYSTEM DEVELOPMENT CORPORATION
SENIOR LIEN SALES TAX REVENUE REFUNDING BOND,
SERIES 2006
Interest Rate Dated Date
October 1, 2006
REGISTERED OWNER:
Maturity Date CUSIP No.
PRINCIPAL AMOUNT: DOLLARS
ON THE MATURITY DATE specified above, the Round Rock Transportation System
Development Corporation (the "Issuer"), being a nonstock, nonprofit industrial development
corporation organized and existing under the laws of the State of Texas, including particularly the
Development Corporation Act of 1979, Article 5190.6, V.A.T.C.S., as amended (the "Act"), and
acting on behalf of the City of Round Rock, Texas (the "City"), hereby promises to pay to the
Registered Owner set forth above or to the assignee or assignees thereof (either being hereinafter
called the "Registered Owner") on the Maturity Date specified above, the Principal Amount specified
above. The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the
basis of a 360 -day year of twelve 30 -day months) from October 1, 2006 at the Interest Rate per
annum specified above. Interest is payable on February 15, 2007 and semiannually on each and
August 15 and February 15 thereafter to the Maturity Date specified above, or the date of redemption
prior to maturity; except, if this Bond is required to be authenticated and the date of its authentication
is later than the first Record Date (hereinafter defined), such Principal Amount shall bear interest from
the interest payment date next preceding the date of authentication, unless such date of authentication
is after any Record Date but on or before the next following interest payment date, in which case such
principal amount shall bear interest from such next following interest payment date; provided,
however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for
which this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest
from the date to which such interest has been paid in full. 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 Issuer and the securities depository.
B-1
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Bond shall
be paid to the Registered Owner hereof upon presentation and surrender of this Bond at maturity or
upon the date fixed for its redemption prior to maturity, at the designated office for payment of The
Bank of New York Trust Company, National Association, Dallas, Texas, which is the "Paying
Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paying
Agent/Registrar to the Registered Owner hereof on each interest payment date by check, dated as of
such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds
of the Issuer required by the resolution authorizing the issuance ofthis Bond (the "Bond Resolution")
to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such
check shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid,
on each such interest payment date, to the Registered Owner hereof, at its address as it appeared on
the last business day of the month next preceding each such date (the "Record Date") on the Regis-
tration Books kept by the Paying Agent/Registrar, as hereinafter described. In the event of a non-
payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for
such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar
if and when funds for the payment of such interest have been received from the Issuer. Notice of the
Special Record Date and ofthe scheduled payment date ofthe past due interest (the "Special Payment
Date" which shall be 15 days after the Special Record Date) shall be sent at least five business days
prior to the Special Record Date by United States mail, first class, postage prepaid, to the address
of each Registered Owner appearing on the Registration Books of the Paying Agent/Registrar at the
close of business on the last business day next preceding the date of mailing of such notice. Any
accrued interest due upon the redemption of this Bond prior to maturity as provided herein shall be
paid to the Registered Owner upon presentation and surrender of this Bond for redemption and
payment at the principal corporate trust office of the Paying Agent/Registrar (unless the redemption
date is a regularly scheduled interest payment date, in which case accrued interest on such redeemed
Bonds shall be payable in the regular manner described above). The Issuer covenants with the
Registered Owner of this Bond that on or before each principal payment date, interest payment date,
and accrued interest payment date for this Bond it will make available to the Paying Agent/Registrar,
from the "Debt Service Fund" created by the Bond Resolution, the amounts required to provide for
the payment, in immediately available funds, of all principal of and interest on the Bonds, when due.
DURING ANY PERIOD in which ownership of the Bonds is determined only by a book
entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and
bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and bearing
such interest rate shall be selected in accordance with the arrangements between the Issuer and the
securities depository.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the Paying
Agent/Registrar is located are authorized by law or executive order to close, then the date for such
payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day
on which banking institutions are authorized to close; and payment on such date shall have the same
force and effect as if made on the original date payment was due.
B-2
THIS BOND is one of an issue of Bonds initially dated the Dated Date specified on the face
of this Bond, authorized in accordance with the Constitution and laws of the State of Texas, including
particularly the Act, in the original principal amount of $11,505,000 for the purpose of (i) refunding
the Refunded Bonds (as defined in the Bond Resolution) and (ii) paying the costs of issuing the
Bonds.
ON AUGUST 15, 2015, or on any date thereafter, the Bonds of this Series maturing on and
after August 15, 2016 may be redeemed prior to their scheduled maturities, at the option of the
Issuer, with funds derived from any available and lawful source, as a whole, or in part, and, if in part,
the particular Bonds, or portions thereof, to be redeemed shall be selected and designated by the
Issuer (provided that a portion of a Bond may be redeemed only in an integral multiple of $5,000),
at a redemption price equal to the principal amount to be redeemed plus accrued interest to the date
fixed for redemption.
AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof
prior to maturity, the Issuer shall cause written notice of such redemption to be sent by United States
mail, first class, postage prepaid, to each Registered Owner of a Bond to be redeemed, in whole or
in part, at the address of the Registered Owner appearing on the registration books of the Paying
Agent/Registrar at the close of business on the business day next preceding the date of mailing of
such notice. Any notice of redemption so mailed shall be conclusively presumed to have been duly
given irrespective of whether received by the Registered Owner. By the 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 ofthe Registered Owner, and
in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the
Registered Owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as
provided in the Bond Resolution. Any notice of redemption shall either (i) explicitly state that the
proposed redemption is conditioned on there being on deposit in the Debt Service Fund sufficient
money to pay the full redemption price of the Bonds to be redeemed or (ii) be sent only if sufficient
money to pay the full redemption price of the Bonds to be redeemed is on deposit in the Debt Service
Fund.
ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Bond
Resolution, this Bond, or any unredeemed portion hereof, may, at the request of the Registered
Owner or the assignee or assignees hereof, be assigned, transferred and exchanged for a like
aggregate principal amount of fully registered Bonds, without interest coupons, payable to the
appropriate Registered Owner, assignee or assignees, as the case may be, having the same
denomination or denominations in any integral multiple of $5,000 as requested in writing by the
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appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender ofthis Bond
to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set
forth in the Bond Resolution. Among other requirements for such assignment and transfer, this Bond
must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments
of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar,
evidencing assignment of this Bond to the assignee or assignees in whose name or names this Bond
or any such portion or portions hereof is or are to be transferred and registered. The form of
Assignment printed or endorsed on this Bond shall be executed by the Registered Owner or its duly
authorized attorney or representative to evidence the assignment hereof. The Issuer shall pay the
Paying Agent/Registrar's standard or customary fees and charges for making such transfer, but the
one requesting such transfer shall pay any taxes or other governmental charges required to be paid
with respect thereto. The Paying Agent/Registrar shall not be required to make transfers of
registration of this Bond or any portion hereof (i) during the period commencing with the close of
business on any Record Date and ending with the opening of business on the next following principal
or interest payment date, or, (ii) with respect to any Bond or any portion thereof called for
redemption prior to maturity, within 45 days prior to its redemption date. The Registered Owner of
this Bond shall be deemed and treated by the Issuer and the Paying Agent/Registrar as the absolute
owner hereof for all purposes, including payment and discharge of liability upon this Bond to the
extent of such payment, and the Issuer and the Paying Agent/Registrar shall not be affected by any
notice to the contrary.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring
this Bond shall be modified to require the appropriate person or entity to meet the requirements of
the securities depository as to registering or transferring the book entry to produce the same effect.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns,
or otherwise ceases to act as such, the Issuer has covenanted in the Bond Resolution that it promptly
will appoint a competent and legally qualified substitute therefor, and promptly will cause written
notice thereof to be mailed to the Registered Owners of the Bonds.
IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly
authorized, issued, sold, and delivered; that all acts, conditions, and things required or proper to be
performed, exist, and be done precedent to or in the authorization, issuance, and delivery ofthis Bond
have been performed, existed, and been done in accordance with law; that this Bond is a special
obligation of the Issuer; that neither the State of Texas, the City, nor any political corporation,
subdivision, or agency of the State of Texas, nor any member of the Board of Directors of the Issuer,
either individually or collectively, shall be obligated to pay the principal of or the interest on this Bond
and neither the faith and credit nor the taxing power (except as described below) of the State of
Texas, the City, or any other political corporation, subdivision, or agency thereof is pledged to the
payment of the principal of or the interest on this Bond; that the principal of and interest on this
Bond, together with the Previously Issued Parity Obligations (as defined in the Bond Resolution) and
any Additional Parity Obligations (as defined in the Bond Resolution) hereafter issued, are secured
by and payable from a first lien on and pledge of certain funds created under the Bond Resolution and
the revenues defined in the Bond Resolution as the "Pledged Revenues", which include the proceeds
of a one-half of one percent sales and use tax levied for the benefit of the Issuer by the City (the
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"Sales Tax") pursuant to Section 4B of the Act which lien on and pledge is prior in right and claim
to the lien and pledge on the Pledged Revenues securing the payment of the outstanding Junior Lien
Obligations and any Subordinate Lien Obligations; and that the Registered Owner hereof shall not
have the right to demand payment of the principal of or interest on this Bond from any tax proceeds
other than the Sales Tax proceeds levied for the benefit of the Issuer by the City pursuant to Section
4B of the Act, or from any other source.
THE ISSUER HAS RESERVED the right in the Bond Resolution, subject to certain
conditions set forth therein, to issue obligations or incur indebtedness from time to time in the future
on a parity with the Bonds with respect to the pledge of and lien on the Pledged Revenues which
secures the Bonds. The Issuer may also issue obligations or incur indebtedness which is secured on
a junior and subordinate lien with respect to the Pledged Revenues. The Bond Resolution further
provides that the Issuer may create a debt service reserve fund and fund it or provide for it to be
funded in connection with the issuance of any obligations or the incurrence of any indebtedness which
possesses a lien on and pledge of the Pledged Revenues on a parity with the Bonds, and that such
reserve shall secure only the obligations or indebtedness for which it was funded or is to be funded.
The Issuer has created a debt service reserve fund for the benefit of the Bonds.
THE ISSUER ALSO HAS RESERVED THE RIGHT to amend the Bond Resolution as
provided therein, and under some (but not all) circumstances amendments thereto must be approved
by the Registered Owners of a majority in aggregate principal amount of the Outstanding Bonds.
BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby
acknowledges all of the terms and provisions of the Bond Resolution, agrees to be bound by such
terms and provisions, acknowledges that the Bond Resolution is duly recorded and available for
inspection in the official minutes and records of the governing body of the Issuer, and agrees that the
terms and provisions of this Bond and the Bond Resolution constitute a contract between each
Registered Owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual
or facsimile signature of the President of the Board of Directors of the Issuer and countersigned with
the manual or facsimile signature of the Secretary of the Board of Directors of the Issuer, and has
caused the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Bond.
(facsimile signature) (facsimile signature)
Secretary, Board of Directors President, Board of Directors
(SEAL)
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
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It is hereby certified that this Bond has been issued under the provisions of the Bond
Resolution described in the text of this Bond; and that this Bond has been issued in conversion or
replacement of, or in exchange for, a Bond, Bonds, or a portion of a Bond or Bonds of a series which
originally was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas.
Dated:
The Bank of New York Trust Company,
National Association
Dallas, Texas
Paying Agent/Registrar
By:
Authorized Representative
FORM OF ASSIGNMENT
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer Identification Number of Transferee
(Please print or typewrite name and address, including zip code, of Transferee.)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer ofthe within
Bond on the books kept for registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by an eligible guarantor institution
participating in a securities transfer
association recognized signature guarantee
program.
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NOTICE: The signature above must
correspond with the name of the Registered
Owner as it appears upon the front of this
Bond in every particular, without alteration or
enlargement or any change whatsoever.
FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE
FOR INITIAL BOND ONLY:
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity and approved by the
Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller
of Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
INSERTIONS FOR THE INITIAL BOND
The Initial Bond shall be in the form set forth in this Exhibit, except that:
A. immediately under the name of the Bond, the headings "Interest Rate" and "Maturity
Date" shall both be completed with the words "As shown below" and "CUSIP No." shall be
deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"ON THE MATURITY DATE SPECIFIED BELOW, the Round Rock Transportation
System Development Corporation (the "Issuer"), being a nonstock, nonprofit industrial development
corporation organized and existing under the laws of the State of Texas, including particularly the
Development Corporation Act of 1979, Article 5190.6, V.A.T.C.S., as amended (the "Act"), and
acting on behalf of the City of Round Rock, Texas (the "City"), hereby promises to pay to the
registered owner set forth above or to the assignee or assignees thereof (either being hereinafter
called the "Registered Owner") on the August 15 in each of the years, in the principal installments
and bearing interest at the per annum rates set forth in the following schedule:
Years
Principal Installments Interest Rates
(Information from Sections 2 and 3 to be inserted)
The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis
of a 360 -day year of twelve 30 -day months) from October 1, 2006 at the respective Interest Rate per
annum specified above. Interest is payable on February 15, 2007 and semiannually on each and
August 15 and February 15 thereafter to the date of payment of the principal installment specified
above, or the date of redemption prior to maturity; except, if this Bond is required to be authenticated
and the date of its authentication is later than the first Record Date (hereinafter defined), such
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principal amount shall bear interest from the interest payment date next preceding the date of
authentication, unless such date of authentication is after any Record Date but on or before the next
following interest payment date, in which case such principal amount shall bear interest from such
next following interest payment date; provided, however, that if on the date of authentication hereof
the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not
been paid, then this Bond shall bear interest from the date to which such interest has been paid in
full."
C. The Initial Bond shall be numbered "T-1."
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EXHIBIT C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 29(a) of this Resolution:
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the Issuer to be provided annually
in accordance with such Section are as specified (and included under the headings of the Official
Statement referred to) below:
(A) The annual audited financial statements of the Issuer if an audit is conducted separate
and independent of the audit of the City of Round Rock, but if the audit of the City
of Round Rock includes an audit of the Issuer, then those portions of the City's audit
relating to the Issuer, or the unaudited financial statements of the Issuer in the event
audited financial statement are not completed within six months after the end of any
fiscal year.
(B) All quantitative financial information and operating data with respect to the Issuer of
the general type included in the Official Statement under Tables 1 through 5.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described
in the notes to the financial statements referred to in paragraph A above.
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EXHIBIT D
NOTICE OF REDEMPTION/DEPOSIT OF FUNDS
NOTICE IS HEREBY GIVEN that the following obligations (the "Refunded Bonds")
issued by the Round Rock Transportation System Development Corporation (the "Issuer") have been
defeased and called for redemption prior to their scheduled maturities, at a price of par and accrued
interest to the date of redemption, to -wit:
ROUND ROCK TRANSPORTATION SYSTEM DEVELOPMENT CORPORATION
SENIOR LIEN SALES TAX REVENUE BONDS, SERIES 2001, maturing on August 15 of the
years 2016, 2019 and 2021, aggregating $10,570,000 in principal amount.
Maturity
August 15
2016
2019
2021
Principal
Amount
$ 1,535,000
5,135,000
3,900,000
Interest
Rate
5.50%
5.50
5.25
Redemption
Date
August 15, 2011
August 15, 2011
August 15, 2011
The redemption price for the above Refunded Bonds is par plus accrued interest to the date
fixed for redemption. Such Refunded Bonds shall be redeemed on and shall no longer bear interest
after the stated Redemption Date. Due provision for the payment of the obligations described above
has been made with The Bank ofNew York Trust Company, National Association, Dallas, Texas (the
"Bank"), and said obligations shall be presented for payment either in person or by mail, at the
following address:
First Class/Registered/Certified
Mail
The Bank of New York, N.A.
Institutional Trust Services
P. 0. Box 2320
Dallas, Texas 75221-2320
By Overnight or Courier By Hand
The Bank of New York, N.A.
Institutional Trust Services
2001 Bryan Street, 9th Floor
Dallas, Texas 75201
The Bank of New York, N.A.
GIS Unit Trust Window
New York Plaza, 1st Floor
New York, New York 10004
In compliance with section 3406 of the Internal Revenue Code of 1986, as amended, payors making
certain payments due on debt securities may be obligated to deduct and withhold a portion of such
payment from the remittance to any payee who has failed to provide such payor with a valid taxpayer
identification number. To avoid the imposition of this withholding tax, such payees should submit
a certified taxpayer identification number when surrendering the Refunded Bonds for redemption.
ROUND ROCK TRANSPORTATION SYSTEM DEVELOPMENT CORPORATION
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EXHIBIT E
PERMITTED INVESTMENTS
A. Direct obligations ofthe United States of America (including obligations issued or held
in book -entry form on the books of the Department of the Treasury, and CATS and TIGRS) or
obligations the principal of and interest on which are unconditionally guaranteed by the United States
of America.
B. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by
any of the following federal agencies and provided such obligations are backed by the full faith and
credit of the United States of America (stripped securities are only permitted if they have been
stripped by the agency itself):
1. U.S. Export -Import Bank (Eximbank)
Direct obligations or fully guaranteed certificates of beneficial ownership
2. Farmers Home Administration (FmHA)
Certificates of beneficial ownership
3. Federal Financing Bank
4. Federal Housing Administration Debentures (FHA)
5. General Services Administration
Participation certificates
6. Government National Mortgage Association (GNMA or "Ginnie Mae")
GNMA - guaranteed mortgage-backed bonds
GNMA - guaranteed pass-through obligations
(not acceptable for certain cash-flow sensitive issues.)
7. U.S. Maritime Administration
Guaranteed Title XI financing
8. U.S. Department of Housing and Urban Development (HUD)
Project Notes
Local Authority Bonds
New Communities Debentures - U.S. government guaranteed debentures
U.S. Public Housing Notes and Bonds - U.S. government guaranteed public housing
notes and bonds
C. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by
any of the following non -full faith and credit U.S. government agencies (stripped securities are only
permitted if they have been stripped by the agency itself):
1. Federal Home Loan Bank System
Senior debt obligations
2. Federal Home Loan Mortgage Corporation (FHLMC or "Freddie Mac")
Participation Certificates
Senior debt obligations
3. Federal National Mortgage Association (FNMA or "Fannie Mae")
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Mortgage-backed securities and senior debt obligations
4. Resolution Funding Corp. (REFCORP) obligations
5. Farm Credit System
Consolidated systemwide bonds and notes
D. Money market funds registered under the Federal Investment Company Act of 1940,
whose shares are registered under the Federal Securities Act of 1933, and having a rating by S&P of
AAAm-G; AAA -m; or AA -m and if rated by Moody's rated Aaa, Aal or Aa2.
E. Certificates of deposit secured at all times by collateral described in (A) and/or (B)
above. Such certificates must be issued by commercial banks, savings and loan associations or mutual
savings banks. The collateral must be held by a third party and the bondholders must have a perfected
first security interest in the collateral.
F. Certificates of deposit, savings accounts, deposit accounts or money market deposits
which are fully insured by FDIC, including BIF and SAIF.
G. Investment Agreements, including GIC's, Forward Purchase Agreements and Reserve
Fund Put Agreements acceptable to MBIA (Investment Agreement criteria is available upon request).
H. Commercial paper rated, at the time of purchase, "Prime - 1" by Moody's and "A-1"
or better by S&P.
I. Bonds or notes issued by any state or municipality which are rated by Moody's and
S&P in one of the two highest rating categories assigned by such agencies.
J. Federal funds or bankers acceptances with a maximum term of one year of any bank
which has an unsecured, uninsured and unguaranteed obligation rating of "Prime - 1" or "A3" or
better by Moody's and "A-1" or "A" or better by S&P.
K. Repurchase Agreements for 30 days or less must follow the following criteria.
Repurchase Agreements which exceed 30 days must be acceptable to MBIA (criteria available upon
request)
Repurchase agreements provide for the transfer of securities from a dealer bank or securities
firm (seller/borrower) to a municipal entity (buyer/lender), and the transfer of cash from a
municipal entity to the dealer bank or securities firm with an agreement that the dealer bank
or securities firm will repay the cash plus a yield to the municipal entity in exchange for the
securities at a specified date.
1. Repos must be between the municipal entity and a dealer bank or securities firm
a. Primary dealers on the Federal Reserve reporting dealer list which are rated A or
better by Standard & Poor's Corporation and Moody's Investor Services, or
b. Banks rated "A" or above by Standard & Poor's Corporation and Moody's
Investor Services.
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2. The written repo contract must include the following:
a. Securities which are acceptable for transfer are:
(1) Direct U.S. governments, or
(2) Federal agencies backed by the full faith and credit of the U.S. government (and
FNMA & FHLMC)
b. The term of the repo may be up to 30 days
c. The collateral must be delivered to the municipal entity, trustee (if trustee is not supplying
the collateral) or third party acting as agent for the trustee (if the trustee is supplying the
collateral) before/simultaneous with payment (perfection by possession of certificated
securities).
d. Valuation of Collateral
(1) The securities must be valued weekly, marked -to -market at current market price plus
accrued interest
(a) The value of collateral must be equal to 104% of the amount of cash
transferred by the municipal entity to the dealer bank or security firm under the repo
plus accrued interest. If the value of securities held as collateral slips below 104% of
the value of the cash transferred by municipality, then additional cash and/or
acceptable securities must be transferred. If, however, the securities used as collateral
are FNMA or FHLMC, then the value of collateral must equal 105%.
3. Legal opinion which must be delivered to the municipal entity:
a. Repo meets guidelines under state law for legal investment of public funds.
Additional Notes
(i) There is no list of permitted investments for non -indentured funds. Your own
credit judgment and the relevant circumstances (e.g., amount of investment and timing
of investment) should dictate what is permissible.
(ii) Any state administered pool investment fund in which the issuer is statutorily
permitted or required to invest will be deemed a permitted investment.
(iii) DSRF investments should be valued at fair market value and marked to market
at least once per year. DSRF investments may not have maturities extending beyond
5 years, except for Investment Agreements approved by the Insurer.
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DATE: October 5, 2006
SUBJECT: City Council Meeting, October 12, 2006
ITEM: 11.8.3. Consider a resolution approving a Resolution of the Round Rock
Transportation System Development Corporation With Respect to
the Issuance of Senior Lien Sales Tax Revenue Refunding Bonds,
Series 2006; Approving a Sales Tax Remittance Agreement and
Other Matters Related to the Issuance of the Bonds.
Department: Finance
Staff Person: Cindy Demers, Finance Director
Justification:
The City has an opportunity to refinance approximately $11,570,000 of the Corporation's
outstanding Series 2001 Senior Lien Bonds. These Bonds carry a weighted -average interest
rate of 5.45% and become callable in August of 2011. A recent rally in the tax exempt
bond market combined with much -improved taxable short-term investment rates have
produced the right set of circumstances to allow for an advance refunding of these bonds.
Preliminary estimates show a total debt service reduction of over $550,000 or
approximately $36,000/year for the years 2007-2021.
Funding:
Cost: N/A
Source of funds: N/A
Outside Resources: Gary Kimball, Financial Advisor, First Southwest
Carol Polumbo, Bond Council, McCall, Parkhurst & Horton L.L.P.
Background Information:
In 2002 the Corporation issued $26 million in sales revenue bonds to finance a portion of
the Transportation Capital Improvement Plan. These are senior lien bonds carrying interest
rates between 3.9 and 5.5%. As of the current fiscal year, the Corporation has $22.6 million
in outstanding principal.
Public Comment: N/A