G-06-09-14-10A3 - 9/14/2006CERTIFICATE FOR ORDINANCE Q-01.9 O%�l'�%- 10A3
THE STATE OF TEXAS §
COUNTIES OF WILLIAMSON AND TRAVIS §
CITY OF ROUND ROCK §
The undersigned City Secretary of the City of Round Rock, Texas (the "City"), hereby certify
as follows:
1. The City Council of the City convened in a REGULARLY SCHEDULED MEETING
ON THE 14TH DAY OF SEPTEMBER, 2006, at the designated meeting place (the "Meeting"), and
the roll was called of the duly constituted officers and members of the Council, to -wit::
Nyle Maxwell, Mayor
Rufus Honeycutt, Place 1
Alan McGraw, Mayor Pro -tem, Place 2
Joe Clifford, Place 3
Carlos T. Salinas, Place 4
Scott Rhode, Place 5
Ted Williamson, Place 6
Christine Martinez, City Secretary
and all of the persons were present, except the following absentees: 1WL , thus constituting
a quorum. Whereupon, among other business, the following was transacted at the Meeting: a written
MASTER ORDINANCE ESTABLISHING THE
CITY OF ROUND ROCK, TEXAS
UTILITY SYSTEM REVENUE FINANCING PROGRAM
was duly introduced for the consideration of the City Council. It was then duly moved and seconded
that the Ordinance be passed; and, after due discussion, said motion carrying with it the passage of
the Ordinance, prevailed and carried by the following vote:
AYES: 10
NOES:
a
2. A true, full and correct copy of the Ordinance passed at the Meeting described in the
above and foregoing paragraph is attached to and follows this Certificate; that the Ordinance has been
duly recorded in the City Council's minutes of the Meeting; that the above and foregoing paragraph
is a true, full and correct excerpt from the City Council's minutes of the Meeting pertaining to the
passage of the Ordinance; that the persons named in the above and foregoing paragraph are the duly
RROCK\UtilSysRevBonds2o06: MasterOrdCert
chosen, qualified and acting city officials as indicated therein; that each of the elected officials and
members of the City Council was duly and sufficiently notified officially and personally, in advance,
of the time, place and purpose of the Meeting, and that the Ordinance would be introduced and
considered for passage at the Meeting, and each of the elected officials and members consented, in
advance, to the holding of the Meeting for such purpose, and that the Meeting was open to the public
and public notice of the time, place and purpose of the meeting was given, all as required by Chapter
551, Government Code, as amended.
3. The Mayor of the City has approved and hereby approves the Ordinance and the
Mayor and the City Secretary of the City have duly signed the Ordinance.
RROCK\Uti1SysRevBonds2006: MasterOrdCert 2
SIGNED AND SEALED the ll)' d/j
ahAtiztkule.inaiLtniait.
City Secretary
[CITY SEAL]
RROCK\Uti1SysRevBonds2006: MasterOrdCert 3
MASTER ORDINANCE ESTABLISHING THE
CITY OF ROUND ROCK, TEXAS
UTILITY SYSTEM REVENUE FINANCING PROGRAM
@-O(-OiJO3
Adopted September 14, 2006
RROCK\UtilSysRevBonds2006' MasterOrdinance
SECTION
PREAMBLE
Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Section 7.
Section 8.
Section 9.
Section 10.
Section 11.
Section 12.
Section 13.
Section 14.
Section 15.
Section 16.
Section 17.
Section 18.
MASTER ORDINANCE ESTABLISHING THE
CITY OF ROUND ROCK, TEXAS
UTILITY SYSTEM REVENUE FINANCING PROGRAM
TABLE OF CONTENTS
PAGE
1
ESTABLISHMENT OF FINANCING PROGRAM AND ISSUANCE OF
PARITY DEBT 1
SECURITY AND PLEDGE 2
ACCOUNTS 3
FLOW OF FUNDS 4
RATE COVENANT 5
GENERAL REPRESENTATIONS AND COVENANTS 5
ISSUANCE OF PARITY DEBT 10
WAIVER OF CERTAIN COVENANTS 11
INDIVIDUALS NOT LIABLE 11
SPECIAL OBLIGATIONS; ABSOLUTE OBLIGATION TO PAY
PARITY DEBT 11
REMEDIES 12
DEFEASANCE OF PARITY DEBT 12
AMENDMENT OF MASTER ORDINANCE 12
REPEAL OF CONFLICTING ORDINANCES AND RESOLUTIONS 14
PARTIAL INVALIDITY 15
ISSUANCE OF SPECIAL PROJECT OBLIGATIONS • . 15
FURTHER PROCEDURES 15
RULES OF INTERPRETATION 15
EXHIBIT A — Definitions
RROCK\UtilSysRevBonds2006: MasterOrdinance
MASTER ORDINANCE ESTABLISHING THE
CITY OF ROUND ROCK, TEXAS
UTILITY SYSTEM REVENUE FINANCING PROGRAM
THE STATE OF TEXAS
CITY OF ROUND ROCK §
WHEREAS, Chapter 1502, Texas Government Code, as amended (the "Enabling Act"),
authorizes the City to issue obligations secured by and payable from a pledge of and lien on all or
part of the Security, as hereinafter defined, in multiple series and issues from time to time for one
or more purposes authorized by law including to: (i) pay all or part of the costs of acquiring,
purchasing, constructing, improving, renovating, enlarging or equipping property, buildings,
structures, facilities or related infrastructure for a utility system; (ii) create debt service reserve
accounts; (iii) pay interest on obligations for the period authorized by State law; (iv) refund or
cancel outstanding obligations; and (vi) pay the City's costs of issuance; and
WHEREAS, to provide for the financing of utility system projects authorized by the
Enabling Act and any other applicable provisions of State law, the City desires to establish the utility
system financing program (the "Utility System Revenue Financing Program" or the "Financing
Program") pursuant to which the City may issue obligations, including bonds, notes and other public
securities and execute credit agreements, secured by and payable from a pledge of and lien on all
or part of the Security, as hereinafter defined; and
WHEREAS, simultaneously with the adoption of this Master Ordinance, the City is
adopting the First Supplement authorizing the initial series of Bonds to be issued pursuant to the
Financing Program in an aggregate principal amount of not to exceed $12,000,000; and
WHEREAS, the terms used in this Master Ordinance and not otherwise defined shall have
the meaning given in Exhibit "A" to this Master Ordinance attached hereto and made a part hereof
NOW THEREFORE, BE IT ORDAINED BY THE CITY OF ROUND ROCK, TEXAS
THAT:
Section 1. ESTABLISHMENT OF FINANCING PROGRAM AND ISSUANCE OF
PARITY DEBT. As authorized by the Enabling Act and other applicable provisions of State law,
the Utility System Revenue Financing Program is hereby established for the purpose of providing
a financing structure for the issuance of Debt by the City secured by and payable from a pledge of
and lien on all or part of the Security. This Master Ordinance is intended to establish a master
financing program under which Parity Debt of the Financing Program can be incurred. Each issue
or series of Parity Debt shall be issued pursuant to a Supplement and no Parity Debt shall be issued
unless the City has complied with this Master Ordinance.
RROCK\Uti1SysRevBonds2006. MasterOrdinance 1
Each Supplement shall provide for the authorization, issuance, sale, delivery, form,
characteristics, provisions of payment and redemption, and security of each issue or series of Parity
Debt and any other matters related to Parity Debt not inconsistent with this Master Ordinance.
Section 2. SECURITY AND PLEDGE. (a) Pledge. Parity Debt shall be secured by and
payable solely from a first lien on and pledge of the following (collectively, the "Security"): (i) all
Pledged Revenues; (ii) all amounts in the Revenue Account and the Interest and Sinking Account;
(iii) any additional account or subaccount that is subsequently established and so designated as being
included within the Security pursuant to Section 3(0 hereof; (iv) all of the proceeds of the foregoing,
including, without limitation, investments thereof; and (v) any applicable Credit Agreement to the
extent set forth in such Credit Agreement. With respect to any applicable series of Parity Debt, the
term "Security" shall also include all amounts in any reserve account or subaccount applicable to
such Parity Debt pursuant to Section 3(e) hereof, including any reserve fund surety policy or other
Credit Agreement entered into for the benefit of such account or subaccount. The City hereby
assigns and pledges the Security to the payment of the Annual Debt Service Requirements on Parity
Debt including the obligations due under and in connection with any Credit Agreement, to the extent
set forth therein and in the related Supplement, and the Security is further pledged to the
establishment and maintenance of any accounts or subaccounts which may be provided to secure
the repayment of Parity Debt including the obligations due under and in connection with any Credit
Agreement, to the extent set forth therein and in the related Supplement, in accordance with this
Master Ordinance and any Supplement.
(b) Credit Agreements. The City may execute and deliver one or more Credit Agreements
(i) to additionally secure Parity Debt or an issue or series or part of any issue or series of Parity Debt
or (ii) in connection with the authorization, issuance, sale, resale, security, exchange, payment,
purchase, remarketing or redemption of Parity Debt or an issue or series or part of an issue or series
of Parity Debt or interest on an issue or series or part of an issue or series of Parity Debt without
regard to whether a Credit Agreement was contemplated, authorized or executed in relation to the
initial issuance, sale or delivery of Parity Debt. Credit Agreements and the obligations thereunder
may, pursuant to their terms, constitute: (i) Parity Debt secured by a pledge of the Security on parity
with all Parity Debt, (ii) Subordinated Debt secured by a pledge of the Security subordinate to Parity
Debt or (iii) partially on a parity with Parity Debt and partially as Subordinated Debt.
(c) Perfection. Chapter 1208, Texas Government Code, applies to the issuance of Parity
Debt and the pledge of the Security granted by the City under this Section and in any applicable
Supplement, and such pledge is therefore valid, effective, and perfected. If State law is amended
at any time while Parity Debt is outstanding and unpaid such that the pledge of the Security granted
by the City under this Section and in any applicable Supplement is to be subject to the filing
requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve for the
owners of Parity Debt the perfection of the security interest in said pledge, the City agrees to take
such measures as it determines are reasonable and necessary under State law to comply with the
applicable provisions of Chapter 9, Texas Business & Commerce Code and enable a filing to perfect
the security interest in said pledge to occur.
RROCK\Uti1SysRevBonds2006: MasterOrdinance 2
Section 3. ACCOUNTS. (a) Creation or Affirmation of Accounts. The City hereby
establishes and affirms the creation of the following accounts:
(i) the Utility System Revenue Account (the "System Account");
(ii) the Utility System Interest and Sinking Account (the "Interest and Sinking
Account"); and
(iii) the Utility System Bond Proceeds Account (the "Bond Proceeds Account").
(b) System Account. Subject to the provisions of Section 4 of this Master Ordinance,
moneys in the System Account may be used for any lawful purpose authorized pursuant to the
Enabling Act and other State law.
(c) Interest and Sinking Account. Moneys in the Interest and Sinking Account shall be used
to pay amounts due on or with respect to Parity Debt, including the principal of, premium, if any,
and interest on Parity Debt as the same become due and payable (whether at Stated Maturity or upon
prior redemption), and the City shall maintain such account as long as Parity Debt is Outstanding.
(d) Bond Proceeds Account. Proceeds from the issuance of Parity Debt shall be deposited
from time to time upon the issuance of such Parity Debt as provided by the applicable Supplement
into the Bond Proceeds Account, or any subaccount thereof created with respect to such Parity Debt.
Such proceeds and the interest thereon shall remain in the Bond Proceeds Account or applicable
subaccount thereof until expended to accomplish the purposes for which such Parity Debt was issued
or until otherwise utilized as provided in the applicable Supplement. Amounts in the Bond Proceeds
Account do not constitute Security.
(e) Reserve Accounts or Subaccounts. The City may establish a reserve account and/or any
other account or subaccount pursuant to the provisions of the applicable Supplement for the purpose
of paying or securing a particular issue or series of Parity Debt or any specific group of issues or
series of Parity Debt and the amounts, once deposited into said accounts or subaccounts, shall no
longer constitute Security for all Parity Debt but shall be held solely for the benefit of the owners
of the particular issue or series or group of issues or series of Parity Debt for which such account
or subaccount was established. Each such account or subaccount shall be designated in such manner
as is necessary to identify the Parity Debt it secures and to distinguish such account or subaccount
from any other accounts created for the benefit of any other Parity Debt. Any such reserve accounts
or subaccounts shall be established in the Supplement related to such series or issue of Parity Debt.
The City may, in its discretion, provide in the applicable Supplement for a surety bond, insurance
policy or other Credit Agreement, to the extent then authorized by State law, to be held for the
benefit of such a reserve account or subaccount.
(0 Other Accounts. The City reserves the right to establish, in connection with the issuance
of Parity Debt or for other purposes, one or more additional accounts or subaccounts for such other
purposes as the City may determine from time to time. The City may, at its option, declare in the
RROCK\UtilSysRevBonds2006: MasterOrdinance 3
action establishing the account or subaccount that the amounts in such additional account or
subaccount will be either included within or excluded from the Security.
Section 4. FLOW OF FUNDS. All Gross Revenues shall be deposited in the System
Account immediately upon receipt by the City. All Gross Revenues are hereby and shall be
appropriated, deposited, and transferred from the System Account to the other accounts and
subaccounts to the extent required for the following uses and in the order of priority shown:
FIRST: to the payment of all necessary and reasonable Maintenance and Operating
Expenses as defined herein or required by statute, including, but not limited to,
Chapter 1502, Texas Government Code, as amended, to be a first charge on and
claim against the Gross Revenues, including any reserve amount based upon the
budgeted amount ofMaintenance and Operating Expenses for the current Fiscal Year
as determined by the Chief Financial Officer, which amount shall be retained in the
System Account;
SECOND: to the payment of amounts required to be deposited and credited to the
Interest and Sinking Account to meet all financial obligations of the City relating to
the Financing Program, including payments due on or with respect to the payment
of Parity Debt as the same mature or come due;
THIRD: pro rata, on the basis that the Outstanding Principal Amount of each
particular issue or series of Parity Debt secured by a reserve account bears to the
aggregate Outstanding Principal Amount of all such issues or series of such Parity
Debt secured by any reserve account, to the payment of the amounts required to be
deposited and credited to each reserve account created and established to maintain
a reserve in accordance with the provisions of any Supplement relating to the
issuance of any Parity Debt;
FOURTH: any amounts to be deposited into any other fund, account or subaccount
to the extent required pursuant to the provisions of any Supplement relating to the
issuance of Parity Debt;
FIFTH: to the extent required by any resolution or other instrument adopted or
approved by the City pursuant to which Subordinated Debt is issued, the amount
necessary to meet all financial obligations on such Subordinated Debt and to
accumulate or restore any required reserves to ensure payment of such principal,
premium, and interest shall be deposited to any account or subaccount created for
such purpose; and
SIXTH: all remaining Pledged Revenues shall be retained in the System Account and
may be used for any lawful purpose authorized pursuant to the Enabling Act and
other State law.
RROCK\UtilSysRevBonds2006: MasterOrdinance 4
Section 5. RATE COVENANT. For the benefit of the Holders of the Parity Debt and in
addition to all provisions and covenants in the laws of the State and in this Master Ordinance and
any Supplement, the City hereby expressly stipulates and agrees, while any of the Parity Debt is
Outstanding, to establish and maintain rates and charges for facilities and services afforded by the
Utility System that are reasonably expected, on the basis of available information and experience
and with due allowance for contingencies, to produce Gross Revenues in each Fiscal Year
reasonably anticipated to be sufficient:
1. to pay Maintenance and Operating Expenses;
2. to produce Pledged Revenues at least equal to the greater of 1.25 times the average
Annual Debt Service Requirements or 1.10 times the maximum Annual Debt Service Requirements;
3. to produce Pledged Revenues in amounts sufficient to enable the City to make the
deposits and credits, if any, from Pledged Revenues to the accounts and subaccounts required by this
Master Ordinance and any Supplement including to fund or restore to the Required Reserve Amount
any Reserve Fund required by a Supplement, including the payment of any Reserve Fund Obligation
Payment then due.
4. to produce Pledged Revenues, together with any other lawfully available funds (including
the proceeds of Debt which the City expects will be utilized to pay all or part of the principal of
and/or interest on any obligations) sufficient to meet all financial obligations for Subordinate Debt
issued by the City; and
5. to pay any other Debt payable from the Pledged Revenues and/or secured by a lien on the
Security.
Should the annual audit report reflect that the Security for the Fiscal Year covered thereby
is less than necessary to meet the requirements of this Section, the City Council will review the
operations of the Utility System and the rates and charges for services provided, and the City
Council will make the necessary adjustments or revisions, if any, in order that the Security for the
succeeding year will be sufficient to satisfy the foregoing coverage requirements.
Section 6. GENERAL REPRESENTATIONS AND COVENANTS. The City further
represents, covenants and agrees that while Parity Debt or interest thereon is Outstanding:
(a) Payment of Parity Debt. The City will duly and punctually pay solely from the Security,
(i) the Annual Debt Service Requirements on, and other payments with respect to, each and every
Parity Debt on the dates and at the places, as such Parity Debt accrues or matures, or becomes
subject to mandatory redemption prior to maturity and such payments will be made in the manner
provided in said Parity Debt and the Supplement governing its issuance, according to the true intent
and meaning thereof and (ii) the fees and expenses related to Parity Debt, including the fees and
expenses of the Paying Agent and any registrar, trustee, remarketing agent, tender agent, or credit
provider.
RROCK\UtilSysRevBonds2006: MasterOrdinance 5
(b) Performance. The City will faithfully perform at all times any and all covenants,
undertakings, stipulations, and provisions contained in this Master Ordinance and in each
Supplement, and in each and every Parity Debt or evidence thereof and will take such action as is
reasonably possible to perform each and every duty with respect to the Parity Debt.
(c) Redemption. The City will duly cause to be called for redemption prior to maturity, and
will cause to be redeemed prior to maturity, all Parity Debt which by its terms is mandatorily
required to be redeemed prior to maturity, when and as required.
(d) Determination of Annual Debt Service Requirements. For all purposes of this Master
Ordinance, the judgment of the Chief Financial Officer shall be deemed final in the determination
of the Annual Debt Service Requirements of the Financing Program.
(e) Lawful Authority. The City is lawfully authorized to pledge the Security herein pledged
in the manner prescribed herein and has lawfully exercised such right.
(f) Preservation of Lien. Subject to the conditions set forth in subsection (g) of this Section
and in Section 7 of this Master Ordinance, the City (i) will not do or suffer any act or thing whereby
the pledge of the Security might or could be impaired and (ii) will take all actions to the extent
necessary to ensure that the City does not do or suffer any act or thing whereby the pledge of the
Security might or could be impaired.
(g) No Additional Encumbrance. The City shall not incur additional Debt secured by the
Security in any manner, except as permitted by this Master Ordinance in connection with Parity
Debt, unless said Debt is made junior and subordinate in all respects to the liens, pledges, covenants,
and agreements of this Master Ordinance and any Supplement. Any Debt incurred by the City
without satisfying the conditions for the issuance of Parity Debt, as set forth in this Master
Ordinance, is hereby declared to be Subordinated Debt junior and subordinate in all respects to the
liens, pledges, covenants, and agreements of this Master Ordinance and any Supplement whether
such status is noted or not.
(h) Investments and Security. Moneys in all accounts and subaccounts established pursuant
to this Master Ordinance and any Supplement will be held uninvested or invested and secured in the
manner prescribed by State law for such funds and in accordance with the applicable Supplement
and written policies adopted by the City. The investments of each account and subaccount shall be
made under conditions that will timely provide money sufficient to satisfy the City's obligations
hereunder and under any Supplement. Money in all accounts and subaccounts established pursuant
to this Master Ordinance and any Supplement may be combined for investment purposes, as directed
by the City. Such treatment does not constitute a commingling of the money in such accounts and
subaccounts and the City shall keep or cause to be kept full and complete records indicating the
money, investments and securities credited to each such account and subaccount. Any profits or
losses from investments shall be credited or charged, respectively, on a pro rata basis among the
accounts and other sources of money from which such investment was made.
RROCK UtilSysRevHonds2006: MasterOrdinance 6
(i) Records; Annual Audit. The City 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
Utility System. Each year while any Parity Debt is Outstanding, the City covenants that as soon as
practicable beginning with the end of the first Fiscal Year in which Parity Debt is issued, it will
prepare or cause to be prepared a financial report of the Utility System for such Fiscal Year in
accordance with generally accepted accounting principles, certified by a Certified Public
Accountant. The City shall promptly furnish such audited financial report to the municipal bond
rating agencies then maintaining a rating on Parity Debt and to any owner of Parity Debt who shall
request the same, and shall file or make available such audited financial report as required by each
Supplement. In addition, a copy of each such audited financial report shall be retained on file in the
City's finance office and open to the inspection of the owners of Parity Debt, and their respective
agents and representatives, at all reasonable times during regular business hours, for at least 365
days following the preparation thereof
(j) Inspection of Records. The City will permit any owner or owners of twenty-five percent
(25%) or more of the then Outstanding Principal Amount of Parity Debt at all reasonable times to
inspect all records, accounts, and data of the City relating to the Utility System and the Financing
Program, except such records as federal or State law may designate as privileged and exempt from
disclosure.
(k) Title. The City has or will obtain lawful title to the lands, buildings, structures and
facilities constituting the Utility System, that it warrants that it will defend the title to all the
aforesaid lands, buildings, structures and facilities, and every part thereof, for the benefit of any
Owner of the Parity Debt, against the claims and demands of all persons whomsoever, that it is
lawfully qualified to pledge the Pledged Revenues to the payment of the Parity Debt in the manner
prescribed herein, and has lawfully exercised such rights.
• (1) Liens. The City will from time to time and before the same become delinquent pay and
discharge all taxes, assessments and governmental charges, if any, which shall be lawfully imposed
upon it, or the Utility System; it will pay all lawful claims for rents, royalties, labor, materials and
supplies which if unpaid might by law become a lien or charge thereon, the lien of which would be
prior to or interfere with the liens hereof, so that the priority of the liens granted hereunder shall be
fully preserved in the manner provided herein, and it will not create or suffer to be created any
mechanic's, laborer's, materialman's or other lien or charge which might or could be prior to the liens
hereof, or do or suffer any matter or thing whereby the liens hereof might or could be impaired;
provided, however, that no such tax, assessment or charge, and that no such claims which might be
used as the basis of a mechanic's, laborer's, materialman's or other lien or charge, shall be required
to be paid so long as the validity of the same shall be contested in good faith by the City.
(m) Operation of Utility System. The City will, while the Parity Debt is Outstanding and
unpaid, continuously and efficiently operate the Utility System, and shall maintain the Utility
System in good condition, repair and working order, all at reasonable cost.
(n) Sale or Disposal of Property. While the Parity Debt is Outstanding and unpaid, the City
will not sell, convey, mortgage, encumber, lease or in any manner transfer title to, or otherwise
RROCK\Uti1Sys RevBonds2006: MasterOrdinance 7
dispose of the Utility System, or any significant or substantial part thereof; provided that whenever
the City deems it necessary to dispose of any property, machinery, fixtures or equipment, it may sell
or otherwise dispose of such property, machinery, fixtures or equipment when it has made
arrangements to replace the same or provide substitutes therefor, unless it is determined by an
Authorized Representative that no such replacement or substitute is necessary; and, provided further,
that the City retains the right to sell, convey, mortgage, encumber, lease or otherwise dispose of any
significant or substantial part of the Utility System if (i) the Authorized Representative delivers a
certificate to the City Council to the effect that, following such action by the City, the Utility System
is expected to produce Gross Revenues in amounts sufficient in each Fiscal Year while the Parity
Debt is to be Outstanding to comply with the obligations of the City contained in this Master
Ordinance, (ii) the City Council makes a finding and determination to the same effect as the
certificate of the Authorized Representative set forth in (i) above and (iii) for insured Parity Debt,
the Net Revenues for the Fiscal Year prior, and after giving effect, to such sell, conveyance,
mortgage, encumbrance, lease or disposal of any significant or substantial part of the Utility System
are at least equal to 1.35 times the average Annual Debt Service requirements or for uninsured Parity
Debt, each Rating Agency then maintaining a rating on such Parity Debt delivers a letter to the City
to the effect that such sale, conveyance, mortgage, encumbrance, lease or other disposition of a
significant or substantial part of the Utility System will not cause the Rating Agency to withdraw
or lower the rating then in effect. Proceeds from any sale hereunder not used to replace or provide
for substitution of such property sold, shall be used for improvements to the Utility System or to
purchase or redeem Parity Debt.
(o) Insurance. The City shall cause to be insured such parts of the Utility System as would
usually be insured by municipal corporations operating like properties, with a responsible insurance
company or companies, against risks, accidents or casualties against which and to the extent
insurance is usually carried by municipal corporations operating like properties, including, to the
extent reasonably obtainable at reasonable cost, fire and extended coverage insurance, insurance
against damage by floods, and use and occupancy insurance. Public liability and property damage
insurance shall also be carried unless the City Attorney of the City gives a written opinion to the
effect that the City is not liable for claims which would be protected by such insurance. At any time
while any contractor engaged in construction work shall be fully responsible therefor, the City shall
not be required to carry insurance on the work being constructed if the contractor is required to carry
appropriate insurance. All such policies shall be open to the inspection of the Owners and their
representatives at all reasonable times. Upon the happening of any loss or damage covered by
insurance from one or more of said causes, the City shall make due proof of loss and shall do all
things necessary or desirable to cause the insuring companies to make payment in full directly to
the City. The proceeds of insurance covering such property are hereby pledged as security for the
Parity Debt and, together with any other funds necessary and available for such purpose, shall be
used forthwith by the City for repairing the property damaged or replacing the property destroyed;
provided, however, that if said insurance proceeds and other funds are insufficient for such purpose,
then said insurance proceeds pertaining to the Utility System shall be used promptly as follows:
(i) for the redemption prior to maturity of the Parity Debt, ratably in the proportion
that the Outstanding principal of each series of Parity Debt bears to the total Outstanding
principal of all Parity Debt, provided that if on any such occasion the principal of any such
RROCK\UtilSysRevBonds2006. MasterOrdinance 8
series is not subject to redemption, it shall not be regarded as Outstanding in making the
foregoing computation; or
(ii) if none of the Outstanding Parity Debt is subject to redemption, then for the
purchase on the open market and retirement of said Parity Debt in the same proportion as
prescribed in the foregoing clause (i), to the extent practicable; provided that the purchase
price for any Parity Debt shall not exceed the redemption price of such Parity Debt on the
first date upon which it becomes subject to redemption; or
(iii) to the extent that the foregoing clauses (i) and (ii) cannot be complied with at
the time, the insurance proceeds, or the remainder thereof, shall be deposited in a special and
separate trust fund, at an official depository of the City, to be designated the Insurance
Account. The Insurance Account shall be held until such time as the foregoing clauses (i)
and/or (ii) can be complied with, or until other funds become available which, together with
the Insurance Account, will be sufficient to make the repairs or replacements originally
required, whichever of said events occurs first.
(2) The foregoing provisions of (1) above notwithstanding, the City shall have authority
to enter into a self insurance program or coinsurance or similar plans where risk of loss is
shared in whole or in part by the City.
(3) The payment of premiums for all insurance policies required under the provisions
hereof and the costs associated with the maintenance of any self-insurance program shall be
considered Maintenance and Operating Expenses. Nothing in this Master Ordinance shall
be construed as requiring the City to expend any funds which are derived from sources other
than the operation of the Utility System, but nothing herein shall be construed as preventing
the City from doing so.
(p) Governmental Agencies. The City will comply with all of the terms and conditions of
any and all franchises, permits and authorizations applicable to or necessary with respect to the
Utility System, and which have been obtained from any governmental agency; and the City has or
will obtain and keep in full force and effect all franchises, permits, authorization and other
requirements applicable to or necessary with respect to the acquisition, construction, equipment,
operation and maintenance of the Utility System.
(q) Disaggregation of Utility System. The City retains the right to disaggregate the Utility
System into one or more independent resulting systems if (i) the Authorized Representative delivers
a certificate to the City Council to the effect that, following such action by the City, the remaining
System is expected to produce Gross Revenues in amounts sufficient in each Fiscal Year while any
of the Parity Debt is to be Outstanding to comply with the obligations of the City contained in this
Master Ordinance and any Supplement; (ii) the City Council makes a finding and determination to
the same effect as the certificate of the Authorized Representative set forth in (i) above and (iii) for
insured Parity Debt the Net Revenues for the Fiscal Year, and giving effect to, such after
disaggregation will be equal to at least 1.35 times the average Annual Debt Service Requirements
or for uninsured Parity Debt, each Rating Agency then maintaining a rating on any Parity Debt
RROCK\Ut1SysRevBonds2006: MasterOrdinance 9
delivers a letter to the City to the effect that such disaggregation will not cause the Rating Agency
to withdraw or lower the rating then in effect.
Section 7. ISSUANCE OF PARITY DEBT.
(a) General. The City reserves and shall have the right and power to issue or incur Parity
Debt for any purpose authorized by State law, including the refunding of Parity Debt, Subordinated
Debt, or other obligations of the City issued to finance the costs of a project authorized to be
financed under the Financing Program, pursuant to the provisions of this Master Ordinance and
Supplements to be hereafter authorized. The City hereby covenants and agrees to comply with all
constitutional and statutory requirements of State law and, to the extent applicable, federal law
governing the issuance of Parity Debt.
(b) Parity Debt. Provided that the City is in compliance with the requirements of any then
applicable provisions of State law, the City may from time to time incur, assume, guarantee, or
otherwise become liable in respect of Parity Debt if, in the applicable Supplement, the City finds
that, upon the issuance of such Parity Debt, the Security will be sufficient to meet the financial
obligations relating to the Financing Program, including Security in amounts sufficient to satisfy the
Annual Debt Service Requirements of the Financing Program. In addition, the City shall not issue
or incur such Parity Debt unless (i) an Authorized Representative shall deliver to the City an
Officer's Certificate stating that, to the best of his or her knowledge, the City, has not failed to
comply with the covenants contained in this Master Ordinance and any Supplement, to any material
extent, and are not in default, to any material extent, in the performance and observance of any of
the terms, provisions, and conditions hereof, thereof or under any Credit Agreement that constitutes
Parity Debt and (ii) the Chief Financial Officer signs and delivers to the City a written certificate
to the effect that, during either the next preceding Fiscal Year, or any twelve consecutive calendar
month period ending not more than ninety days prior to the date of the then proposed Parity Debt,
the Net Earnings were, in the opinion thereof, at least equal to the sum of 1.25 times the average
Annual Debt Service Requirements (computed on a Fiscal Year basis) of the Parity Debt to be
outstanding after the issuance of the then proposed Parity Debt and 1.10 times the average annual
debt service requirement (computed in the same manner as for Parity Debt) of the Subordinate Debt
to be outstanding after the issuance of the then proposed Parity Debt.
In making a determination of Net Earnings for any of the purposes described in this Section,
the Chief Financial Officer may take into consideration a change in the rates and charges for services
and facilities afforded by the Utility System that became effective at least 60 days prior to the last
day of the period for which Net Earnings are determined and, for purposes of satisfying the Net
Earnings tests described above, make a pro forma determination of the Net Earnings of the Utility
System for the period of time covered by said Chief Financial Officer's certification or opinion based
on such change in rates and charges being in effect for the entire period covered by the Chief
Financial Officer's certificate or opinion.
As used in this Section, the term "Net Earnings" shall mean the Gross Revenues of the Utility
System after deducting the Maintenance and Operating Expenses of the Utility System but not
expenditures which, under standard accounting practice, should be charged to capital expenditures.
RROCK\U81SysRevBonds2006: Maste,Ordinance
10
(c) Credit Agreements. To the extent permitted by law, the City may execute and deliver one
or more Credit Agreements (i) upon the delivery to the City of the Chief Financial Officer's
Certificate to the effect that the Credit Agreement is in the best interest of the City and (ii)
compliance with the requirements of subsection (b) or (c) of this section, as the case may be, if the
Credit Agreement is to constitute Parity Debt. Each Credit Agreement shall be approved by the
City, to the extent required by law, either pursuant to a Supplement or by other action. Credit
Agreements and the obligations thereunder may, pursuant to their terms, constitute (i) Parity Debt
secured by a pledge of the Security on parity with other Parity Debt, (ii) Subordinated Debt secured
by a pledge of the Security subordinate to Parity Debt, or (iii) partially Parity Debt and partially
Subordinated Debt.
(d) Non -Recourse Debt and Subordinated Debt. Non -Recourse Debt and Subordinated Debt
may be incurred by the City in accordance with State law.
Section 8. WAIVER OF CERTAIN COVENANTS. The City may omit in any particular
instance to comply with any covenant or condition set forth in Sections 6 and 7 hereof if before or
after the time for such compliance the Holders of the same percentage in Outstanding Principal
Amount, the consent of which would be required to amend the applicable provisions to permit such
noncompliance, shall either waive such compliance in the particular instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived and, until such waiver shall become
effective, the obligations of the City and the duties of the City in respect of any such covenant or
condition shall remain in full force and effect. For the purpose of this Section, the City may
determine in each Supplement the treatment of who may act as an "owner", "Holder", or
"Bondholder" and other matters relating to such Parity Debt, including designating any municipal
bond insurance company providing an insurance policy on the payment of Parity Debt or the
provider under a Credit Agreement as the sole owner of such Parity Debt.
Section 9. INDIVIDUALS NOT LIABLE. All covenants, stipulations, obligations, and
agreements of the City contained in this Master Ordinance and any Supplement shall be deemed to
be covenants, stipulations, obligations, and agreements of the Financing Program, the Utility System
and the City to the full extent authorized or permitted by State law. No covenant, stipulation,
obligation, or agreement herein contained shall be deemed to be a covenant, stipulation, obligation,
or agreement of any member of the City Council or agent or employee of the City in his or her
individual capacity and neither the members of the City Council, nor any officer, employee, or agent
of the City shall be liable personally on Parity Debt when issued, or be subject to any personal
liability or accountability by reason of the issuance thereof.
Section 10. SPECIAL OBLIGATIONS; ABSOLUTE OBLIGATION TO PAY
PARITY DEBT. All Parity Debt and the interest thereon shall constitute special obligations of the
City payable from the Security and, except as provided in Section 2(c) hereof, the owners of Parity
Debt shall never have the right to demand payment out of funds raised or to be raised by taxation,
or from any source other than those specified in this Master Ordinance or any Supplement. The
obligation of the City to pay or cause to be paid the amounts payable under this Master Ordinance
and each Supplement out of the Security shall be absolute, irrevocable, complete, and unconditional,
RROCK\UtilSysRevBonds2006: MasterOrdinance
11
and the amount, manner, and time of payment of such amounts shall not be decreased, abated,
rebated, setoff, reduced, abrogated, waived, diminished, or otherwise modified in any manner or to
any extent whatsoever, regardless of any right of setoff, recoupment, or counterclaim that the City
might otherwise have against any owner or any other party and regardless of any contingency, force
majeure, event, or cause whatsoever and notwithstanding any circumstance or occurrence that may
arise or take place before, during, or after the issuance of Parity Debt while any Parity Debt is
outstanding.
Section 11. REMEDIES. Any owner of Parity Debt in the event of default in connection
with any default in the payment of Annual Debt Service Requirements due in connection with any
Parity Debt or other costs and expenses related thereto, may require the City, its officials and
employees and any appropriate official of the City, to carry out, respect, or enforce the obligations
of this Master Ordinance or the First Supplement, by all legal and equitable means, including
specifically, the use and filing of mandamus proceedings and specific performance of any covenant
or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in
violation of any right of the owners hereunder or any combination of such remedies in any court of
competent jurisdiction in Williamson County, Texas against the City, its officials and employees
or any appropriate official of the City.
Section 12. DEFEASANCE OF PARITY DEBT. Each Supplement authorizing Parity
Debt may provide by its respective terms the circumstances and conditions under which such Parity
Debt may be considered Defeased Debt.
Section 13. AMENDMENT OF MASTER ORDINANCE. (a) Amendment Without
Consent. This Master Ordinance and the rights and obligations of the City and of the owners of the
Outstanding Parity Debt may be modified or amended at any time without notice to or the consent
of any owner of the Outstanding Parity Debt, solely for any one or more of the following purposes:
(i) To add to the covenants and agreements of the City contained in this Master Ordinance,
other covenants and agreements thereafter to be observed, or to surrender any right or power
reserved to or conferred upon the City in this Master Ordinance;
(ii) To cure any ambiguity or inconsistency, or to cure or correct any defective provisions
contained in this Master Ordinance, upon receipt by the City of an approving Opinion of Counsel,
that the same is needed for such purpose, and will more clearly express the intent of this Master
Ordinance;
(iii) To supplement the Security for the Outstanding Parity Debt in accordance with the
Constitutional Provision and State law;
(iv) To make such other changes in the provisions hereof as the City may deem necessary
or desirable and which shall not, in the judgment of the City, materially adversely affect the interests
of the owners of Outstanding Parity Debt;
RROCK\UtilSysRevBonds2006: MasterOrdinance
12
(v) To make any changes or amendments requested by the State Attorney General's Office
as a condition to the approval of a series or issue of Parity Debt, which changes or amendments do
not, in the judgment of the City, materially adversely affect the interests of the owners of the
Outstanding Parity Debt; or
(vi) To make any changes or amendments requested by any bond rating agency then rating
or requested to rate Parity Debt, as a condition to the issuance or maintenance of a rating, which
changes or amendments do not, in the judgment of the City, materially adversely affect the interests
of the owners of the Outstanding Parity Debt.
(b) Amendments With Consent. Subject to the provisions of Section 13(g) of this Master
Ordinance, the owners of Outstanding Parity Debt aggregating a majority in Outstanding Principal
Amount shall have the right from time to time to approve any amendment, other than amendments
described in subsection (a) of this Section, to this Master Ordinance which may be deemed
necessary or desirable by the City; provided, however, that nothing herein contained shall permit
or be construed to permit, without the approval of the owners of all of the Outstanding Parity Debt
(unless such amendment shall be determined by the City to affect only the owners of certain Parity
Debt, in which case such amendment shall not be made without the approval of the owners so
affected), the amendment of the terms and conditions in this Master Ordinance so as to:
(i) Grant to the owners of any Outstanding Parity Debt a priority over the owners of any
other Outstanding Parity Debt; or
(ii) Materially adversely affect the rights of the owners of less than all Parity Debt then
Outstanding; or
(iii) Change the minimum percentage of the Outstanding Principal Amount necessary for
consent to such amendment; or
(iv) Make any change in the maturity of any Outstanding Parity Debt; or
(v) Reduce the rate of interest borne by any Outstanding Parity Debt; or
(vi) Reduce the amount of the principal payable on any Outstanding Parity Debt; or
(vii) Modify the terms of payment of the amounts required to meet any financial
obligations of the City relating to the Financing Program, including payments due
on or with respect to the payment of any Outstanding Parity Debt, or impose any
conditions with respect to such; or
(viii) Amend this subsection (b) of this Section.
(c) Notice. If at any time the City shall desire to amend this Master Ordinance pursuant to
subsection (b) of this Section, the City shall cause notice of the proposed amendment to be published
in a financial newspaper or journal of general circulation in the City of New York, New York
RROCK\Uti(SysRevBonds2006: MasterOrdinance
13
(including, but not limited to, The Bond Buyer or The Wall Street Journal) or in the State (including,
but not limited to, The Texas Bond Reporter), once during each calendar week for at least two
successive calendar weeks or disseminated by electronic means customarily used to convey notices
of redemption. Such notice shall briefly set forth the nature of the proposed amendment and shall
state that a copy thereof is on file at the principal office of each Registrar for any Parity Debt for
inspection by all owners of Parity Debt. Such publication is not required, however, if the City gives
or causes to be given such notice in writing, by certified mail, to each owner of Parity Debt. A copy
of such notice shall be provided in writing to each national rating agency maintaining a rating on
any Parity Debt.
(d) Receipt of Consents. With respect to any amendment undertaken pursuant to subsection
(b) above, whenever at any time the City shall receive an instrument or instruments executed by all
of the owners or the owners of a majority in Outstanding Principal Amount, as appropriate, 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 as aforesaid, the City may adopt the amendatory resolution in substantially the same form.
(e) Effect of Amendments. Upon the adoption by the City of any resolution to amend this
Master Ordinance pursuant to the provisions of this Section, this Master Ordinance shall be deemed
to be amended in accordance with the amendatory resolution, and the respective rights, duties, and
obligations of the City and all the owners of then Outstanding Parity Debt and all future Parity Debt
shall thereafter be determined, exercised, and enforced under this Master Ordinance, as amended.
(0 Consent Irrevocable. Any consent given by any owner of Parity Debt pursuant to the
provisions of this Section shall be irrevocable for a period of six months from the date of the first
publication or other service of the notice provided for in this Section or the date of such consent,
whichever is later, and shall be conclusive and binding upon all future owners of the same Parity
Debt during such period. Such consent may be revoked at any time after the applicable period of
time that a consent is irrevocable by the owner who gave such consent, or by a successor in title, by
filing notice thereof with the Registrar for such Parity Debt and the City, but such revocation shall
not be effective if the owners of the requisite amount of the Outstanding Principal Amount, prior
to the attempted revocation, consented to and approved the amendment. Notwithstanding the
foregoing, any consent given by an owner at the time of and in connection with the initial sale or
incurrence of an issue or series Parity Debt by the City shall be irrevocable.
(g) Ownership. For the purpose of this Section, the City may determine in each Supplement
the treatment of who may act as an "owner", "Holder", or "Bondholder" and other matters relating
to all Parity Debt, including designating any municipal bond insurance company providing an
insurance policy on the payment of Parity Debt or the provider under a Credit Agreement as the sole
owner of such Parity Debt.
(h) Amendments of Supplements. Each Supplement shall contain provisions governing the
ability of the City to amend such Supplement; provided, however, that no amendment may be made
to any Supplement for the purpose of granting to the owners of Outstanding Parity Debt under such
Supplement a priority over the owners of any other Outstanding Parity Debt.
RROCK\UOISysRevBonds2006: MasterOrdinance
14
Section 14. REPEAL OF CONFLICTING ORDINANCES AND RESOLUTIONS.
This Master Ordinance shall become effective immediately and all resolutions and all parts of any
ordinances and resolutions which are in conflict or inconsistent with this Master Ordinance are
hereby repealed and shall be of no further force or effect to the extent of such conflict or
inconsistency.
Section 15. PARTIAL INVALIDITY. If any one or more of the covenants or agreements
or portions thereof provided in this Master Ordinance on the part of the City should be determined
by a court of competent jurisdiction to be contrary to law, then such covenant or covenants, or such
agreement or agreements, or such portions thereof, shall be deemed severable from the remaining
covenants and agreements or portions thereof provided in this Master Ordinance and the invalidity
thereof shall in no way affect the validity of the other provisions of this Master Ordinance, but the
Holders shall retain all the rights and benefits accorded to them hereunder and under any applicable
provisions of law.
Section 16. ISSUANCE OF SPECIAL PROJECT OBLIGATIONS. Nothing in this
Ordinance shall be construed to deny the City the right and it shall retain, and hereby reserves unto
itself, the right to issue Special Project obligations secured by liens on and pledges of revenues and
proceeds derived from Special Projects.
Section 17. FURTHER PROCEDURES. Each Authorized Representative and the other
officers, employees, and agents of the City, shall be and they are hereby expressly authorized,
empowered, and directed from time to time and at any time to do and perform all such acts and
things and to execute, acknowledge, and deliver in the name and under the corporate seal and on
behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or
desirable in order to carry out the intent, the terms, and the provisions of this Master Ordinance,
including with respect to the initial issuance of Parity Debt, approving any technical changes or
corrections to this Master Ordinance necessary in order to (i) correct any ambiguity or mistake or
properly or more completely document the transactions contemplated by this Master Ordinance, (ii)
obtain a rating from any of the national bond rating agencies or satisfy requirements of a municipal
bond insurer insuring such Parity Debt or a provider under a Credit Agreement related to such Parity
Debt, or (iii) obtain the approval of such Parity Debt by the State's Attorney General's Office.
Section 18. RULES OF INTERPRETATION. For purposes of this Master Ordinance,
except as otherwise expressly provided or the context otherwise requires:
(a) The words "herein," "hereof' and "hereunder" and other similar words refer to this
Master Ordinance as a whole and not to any particular Article, Section, or other subdivision.
(b) The definitions in a Section are applicable whether the terms defined are used in the
singular or the plural.
(c) All accounting terms that are not defined in this Master Ordinance have the meanings
assigned to them in accordance with then applicable accounting principles.
RROCK\UtilSysRevBonds2006: MasterOrdinance
15
(d) Any pronouns used in this Master Ordinance include both the singular and the plural and
cover both genders.
(e) Any terms defined elsewhere in this Master Ordinance have the meanings attributed to
them where defined.
(f) The captions or headings are for convenience only and in no way define, limit or describe
the scope or intent, or control or affect the meaning or construction, of any provisions or sections
hereof.
(g) Any references to Section numbers are to Sections of this Master Ordinance unless stated
otherwise.
RROCK\Uti1SysRevBonds2006: MasteOrdinance
16
IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and
approved on the first and final reading on the 14th day of September, 2006.
ATTEST:
aiv.,*(stvwenclAto4".
Christine Martinez, City Secretary
[SEAL]
RROCK\Uti1SysRevBonds2006. Maste`Ordinance
17
City of Round Rock, Texas
Authorized Ri'esentative
EXHIBIT "A"
DEFINITIONS
As used in this Master Ordinance the following terms and expressions shall have the
meanings set forth below, unless the text hereof specifically indicates otherwise:
"Annual Debt Service Requirements" means, for any Fiscal Year, (i) the principal of,
premium, if any, and interest on all Parity Debt coming due at Maturity or Stated Maturity (or that
could come due on demand of the owner thereof other than by acceleration or other demand
conditioned upon default by the City on such Parity Debt, or be payable in respect of any required
purchase of such Parity Debt by the City) plus (ii) all payments required to be made by the City
under each Credit Agreement constituting Parity Debt (net of any credits as provided in (7) below)
in such Fiscal Year, and minus (iii) all amounts on deposit to the credit of the Interest and Sinking
Account from original proceeds from the sale of Parity Debt or from any other lawfully available
source (other than moneys that would constitute Pledged Revenues in the subject annual period) and,
for such purposes, any one or more of the following rules shall apply at the election of the City;
provided, however, that this definition shall never be applied in a manner which results in Annual
Debt Service Requirements for any Fiscal Year being an amount that is less than the aggregate
amount actually required to be paid in such Fiscal Year with respect to Outstanding Parity Debt:
(1) Committed Take Out. If the City has entered into a Credit Agreement constituting
Parity Debt and constituting a binding commitment within normal commercial practice, from
any bank, savings and loan association, insurance company, or similar institution to
discharge any of its Funded Debt at its Stated Maturity (or, if due on demand, at any date on
which demand may be made) or to purchase any of its Funded Debt at any date on which
such debt is subject to required purchase, all pursuant to arrangements whereby the City's
obligation to repay the amounts advanced for such discharge or purchase constitutes Funded
Debt, then the portion of the Funded Debt committed to be discharged or purchased shall be
excluded from such calculation and the principal of and interest on the Funded Debt incurred
for such discharge or purchase that would be due in the Fiscal Year for which the calculation
is being made, if incurred at the Stated Maturity or purchase date of the Funded Debt to be
discharged or purchased, shall be added to such calculation, and the remaining provisions
of this definition shall be applied to such added Funded Debt;
(2) Balloon Debt. If the principal, including the accretion of interest resulting from
original issue discount or compounding of interest (collectively, "Principal"), of any series
or issue of Funded Debt due (or payable in respect of any required purchase of such Funded
Debt by the City) in any Fiscal Year either is equal to at least 25% of the total Principal 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 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 Principal of
RROCK\Uti1SysRevBonds2006: MasterOrdinance
A-1
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;
(3) Consent Sinking Fund. In the case of Balloon Debt (as defined in clause (2) above),
if an Authorized Representative shall deliver to the City an Officer's 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 Officer's 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 payments due on) such Balloon Debt shall be
computed as if the same were due in accordance with such schedule, provided that this
clause (3) 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 (3) shall not
apply where the City has elected to apply the rule set forth in clause (2) above;
(4) Prepaid Debt. Principal of, premium, if any, and interest on Parity Debt, or portions
thereof, shall not be included in the computation of the Annual Debt Service Requirements
for any Fiscal Year for which such principal, premium, if any, 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 Parity Debt;
(5) Variable Rate. As to any Parity Debt that bears interest at a variable interest rate
which cannot be ascertained at the time of calculation of the Annual Debt Service
Requirement, at the election of the City, the interest rate for such Parity Debt shall be
determined to be either (i) an interest rate equal to the average rate borne by such Parity Debt
(or by comparable debt in the event that such Parity Debt has not been outstanding during
the preceding 24 months) for any 24 month period ending within 30 days prior to the date
of calculation, (ii) if the Parity Debt bears interest at tax-exempt rates, an interest rate equal
to the 24 month average of the Bond Market Association Bond Index (as most recently
published in The Bond Buyer), unless such index is no longer published in The Bond Buyer,
in which case the index to be used in its place shall be that index which the City determines
most closely replicates such index as set forth in a certificate of an Authorized
Representative, (iii) if the Parity Debt bears interest at taxable rates, an interest rate equal
to the rate of the 30 day London Interbank Offered Rate, (iv) that interest rate which, in the
judgment of the Chief Financial Officer, based, to the extent possible, upon an accepted
market index which corresponds with the provisions of the subject Parity Debt, is the
average rate anticipated to be in effect with respect to such Parity Debt or (v) that interest
rate which, in the judgment of the Chief Financial Officer, based upon the interest rate
methodology in the applicable Credit Agreement if calculating payments under a Credit
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Agreement in accordance with paragraph 7 of this definition, is the average rate anticipated
to be in effect;
(6) Short -Term Obligations. Notwithstanding anything in the foregoing to the contrary,
with respect to any Parity Debt issued as Short -Term Obligations, the debt service on such
Parity Debt shall be calculated assuming that such Parity Debt will be refunded and
refinanced to mature over a 20 -year period with level principal requirements and bearing
interest at then current market rates; provided, however, that to the extent permitted by law,
if in the judgment of the Chief Financial Officer, as set forth in an Officer's Certificate
delivered to the City, the result of the foregoing calculation is inconsistent with the
reasonable expectations of the City, the interest on such Parity Debt shall be calculated in
the manner provided in clause (5) of this definition and the maturity schedule shall be
calculated in the manner provided in clause (2) of this definition; and
(7) Credit Agreement Payments. If the City has entered into a Credit Agreement in
connection with an issue of Parity Debt, payments due under any such Credit Agreement
(other than payments for fees and expenses) from either the City or the provider of a Credit
Agreement shall be included in such calculation, except to the extent that the payments are
already taken into account under clauses (1) through (6) above and any payments otherwise
included under clauses (1) through (6) above which are to be replaced by payments under
such a Credit Agreement, from either the City or the provider under a Credit Agreement,
shall be excluded from such calculation.
"Authorized Representative" means the City Manager, Assistant City Manager/Chief
Financial Officer and Finance Director or such other individuals so designated by the City to
perform the duties of an Authorized Representative under this Master Ordinance.
"Bond Proceeds Account" has the meaning assigned to that term in Section 3(d) hereof.
"Certified Public Accountant" means a certified public accountant or firm or corporation of
certified public accountants, selected by the City, which in the case of an individual is not a member
of the City Council or an employee of the City, and in the case of a firm or corporation does not
have a partner, director, officer, or employee who is a member of the City or a director, officer, or
employee of the City.
"Chief Financial Officer" means the Assistant City Manager/Chief Financial Officer of the
City or the Finance Director of the City or such other officer or employee of the City or such other
individual so designated by the City to perform the duties of Chief Financial Officer under this
Master Ordinance.
"City" means the City of Round Rock, Texas.
"Code" means the Internal Revenue Code of 1986, as amended, and the rulings, regulations,
and procedures (including temporary, proposed, and final regulations and procedures) promulgated
thereunder.
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"Credit Agreement" means, collectively, a loan agreement, revolving credit agreement,
agreement establishing a line of credit, letter of credit, reimbursement agreement, insurance contract,
commitments to purchase Debt, purchase or sale agreements, interest rate swap, cap and/or floor
agreement or commitment, or other contract or agreement authorized, recognized, and approved by
the City as a Credit Agreement in connection with the authorization, issuance, sale, resale, security,
exchange, payment, purchase, remarketing, or redemption of Debt, the interest on Debt, or both.
"Debt" means all indebtedness of the City payable from all or part of the Security that is also:
(1) indebtedness incurred or assumed by the City for borrowed money (including all
obligations arising under Credit Agreements) and all other financial obligations of the City
that, in accordance with generally accepted accounting principles, are shown on the liability
side of a balance sheet;
(2) all other indebtedness (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
City, or that is in effect guaranteed, directly or indirectly, by the City through an agreement,
contingent or otherwise, to purchase any such indebtedness or to advance or supply funds
for the payment or purchase of any such indebtedness or to purchase property or services
primarily for the purpose of enabling the debtor or seller to make 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; and
(3) all indebtedness secured by any mortgage, lien, charge, encumbrance, pledge, or
other security interest upon property owned by the City whether or not the City has assumed
or become liable for the payment thereof
For the purpose of determining the "Debt" of the City, only outstanding Debt shall be included. 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 City in prior
Fiscal Years.
"Defeased Debt" means any Parity Debt and the interest thereon deemed to be paid, retired,
and no longer Outstanding pursuant to the provisions of the applicable Supplement authorizing such
Parity Debt; and thus, no longer secured by, payable from, or entitled to the benefits of the Security.
"Enabling Act" means Chapter 1502, Texas Government Code, as amended.
"Financing Program" means the "City of Round Rock, Texas Utility System Revenue
Financing Program".
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"Fiscal Year" means the twelve-month accounting period used by the City in connection with
the operation of the Utility System, currently ending on September 30 of each year, which may be
any twelve consecutive month period established by the City, 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 Debt created, assumed, or guaranteed by the City that
matures by its terms (in the absence of the exercise of any earlier right of demand), or is renewable
at the option of the City to a date, more than one year after the original creation, assumption, or
guarantee of such Debt by the City.
"Gross Revenues" and "Gross Revenues of the City's Utility System" mean all revenues,
income and receipts of every nature derived or received by the City from the operation and
ownership of the Utility System including the interest income from investment or deposit of money
in any account or subaccount created by this Master Ordinance or maintained by the City in
connection with the Utility System and any other revenues hereafter pledged to the payment of all
Parity Debt.
"Holder" or "Bondholder" or "owner" means the (i) registered owner of any Parity Debt
registered as to ownership, (ii) holder of any Parity Debt payable to bearer or (iii) obligee (other than
the City) pursuant to any Credit Agreement.
"Interest and Sinking Account" has the meaning assigned to that term in Section 3(c) hereof
"Master Ordinance" means this "Master Ordinance Establishing the City of Round Rock,
Texas Utility System Revenue Financing Program" as may be supplemented or amended from time
to time as authorized by the City and this Master Ordinance.
"Maturity" when used with respect to any Debt means 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 call for redemption, or otherwise.
"Maintenance and Operating Expenses" means the reasonable and necessary expenses of
operation and maintenance of the Utility System as required by Section 1502.056, Texas
Government Code, as amended, or other applicable State law including all salaries, labor, materials,
repairs and extensions necessary to render efficient service (but only such repairs and extensions as,
in the judgment of the Chief Financial Officer, are necessary to keep the Utility System in operation
and render adequate service to the City and the inhabitants thereof, or such as might be necessary
to meet some physical accident or conditions which would otherwise impair the Parity Debt), and
all payments under contracts now or hereafter defined as operating expenses by State law.
Depreciation shall never be considered as a Maintenance and Operating Expense.
"Net Revenues" and "Net Revenues of the City's Utility System" mean all Gross Revenues
remaining after deducting the Maintenance and Operating Expenses.
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"Non -Recourse Debt" means any debt secured by a lien (other than a lien on the Security),
liability for which is effectively limited to the property subject to such lien with no recourse, directly
or indirectly, to the Security.
City.
"Officer's Certificate" means a certificate signed by an Authorized Representative.
"Opinion of Counsel" means a written opinion of counsel which shall be acceptable to the
"Outstanding" when used with respect to Parity Debt means, as of the date of determination,
all Parity Debt theretofore delivered under this Master Ordinance or any Supplement, except:
(1) Parity Debt theretofore cancelled and delivered to the City or delivered to the Paying
Agent or the Registrar for cancellation;
(2) Parity Debt deemed to be Defeased Debt;
(3) Parity Debt upon transfer of or in exchange for and in lieu of which other Parity Debt
has been authenticated and delivered pursuant to this Master Ordinance or any Supplement;
and
(4) Parity Debt under which the obligations of the City have been released, discharged,
or extinguished in accordance with the terms thereof,
provided, however, that unless the same is acquired for purposes of cancellation, Parity Debt owned
by the City and Parity Debt purchased with funds advanced pursuant to a Credit Agreement shall
be deemed to be Outstanding as though it was owned by any other owner.
"Outstanding Principal Amount" means, as of any record date established by a Registrar in
connection with a proposed amendment of this Master Ordinance or any Supplement, with respect
to all Parity Debt or to a series of Parity Debt that is in the form of bonds, notes, or other similar
instruments that have a stated principal amount, the outstanding and unpaid principal amount of such
Parity Debt on which interest is paid on a current basis and the outstanding and unpaid principal and
compounded interest on such Parity Debt paying accrued, accreted, or compounded interest only at
maturity and, with respect to Credit Agreements shall total the amount, if any, then due under such
Credit Agreement if it was to be terminated as of the date of calculation of Outstanding Principal
Amount.
"Parity Debt" means all Debt of the City which may be issued or assumed in accordance with
the terms of this Master Ordinance and a Supplement, secured by a first lien on and pledge of the
Security.
"Paying Agent" means each entity designated in a Supplement as the place of payment of
a series or issue of Parity Debt.
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"Pledged Revenues" means (1) the Net Revenues, plus (2) any additional revenues, income,
receipts, or other resources, including, without limitation, any grants, donations or income received
or to be received from the United States Government, or any other public or private source, whether
pursuant to an agreement or otherwise, which hereafter are pledged by the City to the payment of
the Parity Obligations, and excluding those revenues excluded from Gross Revenues.
"Registrar" means the entity designated in a Supplement as the Registrar of a series or issue
of Parity Debt.
"Security" has the meaning assigned to that term in Section 2(a) hereof.
"Special Project" means, to the extent permitted by law, any waterworks, sanitary sewer,
wastewater reuse, municipal drainage system or other similar system property, improvement or
facility declared by the City not to be part of the Utility System, for which the costs of acquisition,
construction and installation are paid from proceeds of a financing transaction other than the
issuance of bonds payable from ad valorem taxes, Pledged Revenues or Net Revenues and for which
all maintenance and operation expenses are payable from sources other than ad valorem taxes,
Pledged Revenues or Net Revenues, but only to the extent that and for so long as all or any part of
the revenues or proceeds of which are or will be pledged to secure the payment or repayment of such
costs of acquisition, construction and installation under such financing transaction.
"State" means the State of Texas.
"Stated Maturity" when used with respect to any Parity Debt or any installment of interest
thereon means any date specified in the instrument evidencing or authorizing such Parity Debt or
such installment of interest as a fixed date on which the principal of such Parity Debt or any
installment thereof or the fixed date on which such installment of interest is due and payable.
"Subordinated Debt" means any Debt which expressly provides that all payments thereon
shall be subordinated to the timely payment of all Parity Debt then outstanding or subsequently
issued.
"Supplement" means a resolution supplemental to, and authorized and executed pursuant to
the terms of, this Master Ordinance as may be supplemented or amended from time to time as
authorized by the City and such Supplement.
"System Account" has the meaning assigned to that term in Section 3(b) hereof.
"Term of Issue" means with respect to any Balloon Debt a period of time equal to the greater
of (i) the period of time commencing on the date of issuance of such Balloon Debt and ending on
the final maturity date of such Balloon Debt or the maximum maturity date in the case of
commercial paper or (ii) twenty-five years.
"Utility System"or "System" means as currently comprised, the City's combined waterworks
and sewer system, which includes all properties, facilities, plants, improvements, equipment,
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interests and rights currently owned, operated and maintained by the City for the supply, treatment,
and transmission and distribution of treated potable water and collection and treatment of
wastewater, and for water reuse, together with all future extensions, improvements, purchases,
repairs, replacements and additions thereto, whether situated within or without the limits of the City,
and all water (in any form) owned by the City; provided, however, that the City expressly retains
the right to (i) sale or disaggregate the Utility System as set forth in Section 6(q) of this Master
Ordinance and (ii) incorporate any other utility system (other than telecommunications system) as
provided by the laws of the State as a part of the Utility System. The Utility System shall not
include any Special Project or any disaggregated part of the Utility System as provided in this
Master Ordinance.
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DATE: September 6, 2006
SUBJECT: City Council Meeting - September 14, 2006
ITEM: 10.A.3. Consider an ordinance adopting the Master Ordinance establishing the
City of Round Rock, Texas Utility System Revenue Financing Program.
(First Reading) Requires two readings
Department: Finance
Staff Person: Cindy Demers, Finance Director
Justification:
The Master Ordinance is the main governing document and the City must comply with the
provisions of the Master Ordinance in connection with the issuance of any debt payable from the
net revenues of the Utility System. Each series of debt obligations will be issued pursuant to a
supplemental ordinance, which supplements the Master Ordinance.
Funding•
Cost: N/A
Source of funds: N/A
Outside Resources: McCall, Parkhurst & Horton, L.L.P
Background Information:
The City is authorized to utilize more sophisticated financing tools. The new ordinances
incorporate more modern financing tools, covenants, and flexibility to assist the City in its capital
planning and debt issuances related to the Utility System.
Public Comment: N/A