G-97-04-24-9C - 4/24/1997�a
ORDINANCE AUTHORIZING THE ISSUANCE OF $5,155,000
COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION
SERIES 1997; AUTHORIZING THE LEVY OF AN AD VALOREM TAX IN SUPPORT
OF THE CERTIFICATES AND PLEDGING CERTAIN SURPLUS REVENUES;
APPROVING AN OFFICIAL STATEMENT;
AUTHORIZING THE EXECUTION OF A PURCHASE AGREEMENT,
A PAYING AGENT/REGISTRAR AGREEMENT AND A LETTER OF
REPRESENTATIONS WITH THE DEPOSITORY TRUST COMPANY AND
ORDAINING OTHER MATTERS RELATING TO THE ISSUANCE
OF THE CERTIFICATES
THE STATE OF TEXAS §
COUNTIES OF WILLIAMSON AND TRAVIS §
CITY OF ROUND ROCK §
WHEREAS, the City Council of the City of Round Rock, Texas (the "City") deems it
advisable to issue Certificates of Obligation in the amount of $5,155,000 for the purpose of paying
contractual obligations incurred or to be incurred by the City for (1) construction, acquisition,
improvement and extension to the City's road, street and bridge system including acquisition of any
necessary right-of-way, utility relocation, drainage, parking, sidewalk and related infrastructure and
development of the master and general transportation plans, (2) construction, improvement,
expansion and equipment of police building expansion and (3) the payment of professional services
in connection therewith including legal, fiscal and engineering fees and the costs of issuance in
connection with the certificates described below (the "Contractual Obligations") would be beneficial
to the inhabitants of the City and are needed to perform essential City functions; and
WHEREAS, the Certificates of Obligation hereinafter authorized and designated are to be
issued and delivered for cash pursuant to Subchapter C of Chapter 271, Local Government Code and
Articles 1175 and 1111-1118, Vernon's Annotated Texas Civil Statutes, as amended; and
WHEREAS, on March 27, 1997 the City Council passed a resolution authorizing and
directing the City Secretary to give notice of intention to issue Certificates of Obligation; and
WHEREAS, the notice was published on April 3, 1997 and April 10, 1997 in the Round
Rock Leader, a newspaper of general circulation in the City and a "newspaper" as defined in
Article 28a, Vernon' s Annotated Texas Civil Statutes; and
WHEREAS, the City received no petition from the qualified electors of the City
protesting the issuance of the Certificates of Obligation; and
WHEREAS, it is considered to be in the best interest of the City that the interest bearing
Certificates of Obligation be issued.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS:
2132.026/RROCK/CO97: ORD1NANCE.CO 4/17/97
Section 1. RECITALS, AMOUNT AND PURPOSE OF THE CERTIFICATES. The
recitals set forth in the preamble hereof are incorporated herein and shall have the same force and
effect as if set forth in this section. The certificates of the City of Round Rock, Texas (the "City")
are hereby authorized to be issued and delivered in the aggregate principal amount of $5,155,000 for
the purpose paying contractual obligations incurred or to be incurred by the City for (1) construction,
acquisition, improvement and extension to the City's road, street and bridge system including
acquisition of any necessary right-of-way, utility relocation, drainage, parking, sidewalk and related
infrastructure and development of the master and general transportation plans, (2) construction,
improvement, expansion and equipment of police building expansion and (3) the payment of
professional services in connection therewith including legal, fiscal and engineering fees and the costs
of issuance in connection with the certificates described below (the "Contractual Obligations") would
be beneficial to the inhabitants of the City and are needed to perform essential City functions.
Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND
MATURITIES OF CERTIFICATES. Each certificate issued pursuant to this Ordinance shall be
designated: "CITY OF ROUND ROCK, TEXAS COMBINATION TAX AND REVENUE
CERTIFICATE OF OBLIGATION, SERIES 1997," and initially there shall be issued, sold and
delivered hereunder fully registered certificates, without interest coupons, dated April 15, 1997, in
the respective denominations and principal amounts hereinafter stated, numbered consecutively from
R-1 upward (except the initial Certificates delivered to the Attorney General of the State of Texas
which shall be numbered T-1 upward), payable to the respective initial Registered Owners thereof
(as designated in Section 15 hereof), or to the registered assignee or assignees of said certificates or
any portion or portions thereof (in each case, the "Registered Owner"), and said certificates shall
mature and be payable on August 15 in each of the years and in the principal amounts, respectively,
as set forth in the following schedules:
YEAR AMOUNT YEAR AMOUNT
1998 $ 60,000 2008 $275,000
1999 *** 2009 290,000
2000 *** 2010 305,000
2001 185,000 2011 325,000
2002 195,000 2012 340,000
2003 210,000 2013 360,000
2004 220,000 2014 380,000
2005 230,000 2015 400,000
2006 245,000 2016 425,000
2007 260,000 2017 450,000
The term "Certificates" as used in this Ordinance shall mean and include collectively the certificates
initially issued and delivered pursuant to this Ordinance and all substitute certificates exchanged
therefor, as well as all other substitute certificates and replacement certificates issued pursuant hereto,
and the term "Certificate" shall mean any of the Certificates.
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Section 3. INTEREST. The Certificates scheduled to mature during the years, respectively,
set forth below shall bear interest from the dates specified in the FORM OF CERTIFICATE set forth
in this Ordinance to their respective dates of maturity or redemption prior to maturity at the following
rates per annum:
YEAR RATE YEAR RATE
1998 % 2008
1999 2009
2000 2010
2001 2011
2002 2012
2003 2013
2004 2014
2005 2015
2006 2016
2007 2017
Interest shall be payable in the manner provided and on the dates stated in the FORM OF
CERTIFICATE set forth in this Ordinance.
Section 4. REDEMPTION PROVISIONS. The Certificates are subject to optional and
mandatory redemption as set forth in the Form of Certificate.
Section 5. CHARACTERISTICS OF THE CERTIFICATES. Registration, Transfer,
Conversion and Exchange; Authentication. (a) The City shall keep or cause to be kept at Texas
Commerce Bank National Association, Dallas, Texas (the "Paying Agent/Registrar") books or
records for the registration of the transfer, conversion and exchange of the Certificates (the
"Registration Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar and
transfer agent to keep such books or records and make such registrations of transfers, conversions
and exchanges under such reasonable regulations as the City and Paying Agent/Registrar may
prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions 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 Certificate to which payments with respect to the
Certificates 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. The City 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 City shall pay
the Paying Agent/Registrar's standard or customary fees and charges for making such registration,
transfer, conversion, exchange and delivery of a substitute Certificate or Certificates. Registration
of assignments, transfers, conversions and exchanges of Certificates shall be made in the manner
provided and with the effect stated in the FORM OF CERTIFICATE set forth in this Ordinance.
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Each substitute Certificate shall bear a letter and/or number to distinguish it from each other
Certificate.
Except as provided in Section 4(c) of this Ordinance, an authorized representative of the
Paying Agent/Registrar shall, before the delivery of any such Certificate, date and manually sign said
Certificate, and no such Certificate shall be deemed to be issued or outstanding unless such Certificate
is so executed. The Paying Agent/Registrar promptly shall cancel all paid Certificates and Certificates
surrendered for conversion and exchange. No additional ordinances, orders, or resolutions need be
passed or adopted by the governing body of the City or any other body or person so as to accomplish
the foregoing conversion and exchange of any Certificate or portion thereof, and the Paying
Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Certificates
in the manner prescribed herein, and said Certificates shall be printed or typed on paper of customary
weight and strength. Pursuant to Article 717k-6, Vernon's Annotated Texas Civil Statutes, as
amended, and particularly Section 6 thereof, the duty of conversion and exchange of Certificates as
aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Certifi-
cate, the converted and exchanged Certificate shall be valid, incontestable, and enforceable in the
same manner and with the same effect as the Certificates which initially were issued and delivered
pursuant to this Ordinance, approved by the Attorney General and registered by the Comptroller of
Public Accounts.
(b) Payment of Certificates and Interest. The City hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Certificates,
all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all
payments made by the City and the Paying Agent/Registrar with respect to the Certificates, and of
all conversions and exchanges of Certificates, and all replacements of Certificates, as provided in this
Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for
thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will
be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have
been received from the City. Notice of the past due interest shall be sent at least five (5) 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 at the close of business on
the last business day next preceding the date of mailing of such notice.
(c) In General. The Certificates (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Certificates to be payable only to the Registered
Owners thereof, (ii) may be redeemed prior to their scheduled maturities at the option of the City
(notice of which shall be given to the Paying Agent/Registrar by the City at least 50 days prior to any
such redemption date), (iii) may be converted and exchanged for other Certificates, (iv) may be trans-
ferred and assigned, (v) shall have the characteristics, (vi) shall be signed, sealed, executed and
authenticated, (vii) the principal of and interest on the Certificates shall be payable, and (viii) shall be
administered and the Paying Agent/Registrar and the City shall have certain duties and responsibilities
with respect to the Certificates, all as provided, and in the manner and to the effect as required or
indicated, in the FORM OF CERTIFICATE set forth in this Ordinance. The Certificates initially
issued and delivered pursuant to this Ordinance are not required to be, and shall not be, authenticated
by the Paying Agent/Registrar, but on each substitute Certificate issued in conversion of and
exchange for any Certificate or Certificates issued under this Ordinance the Paying Agent/Registrar
2132.026/RROC[GC097:O1W NANCECO4/17/97
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shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the
form set forth in the FORM OF CERTIFICATE.
(d) Substitute Paying Agent/Registrar. The City covenants with the Registered Owners of
the Certificates that at all times while the Certificates are outstanding the City will provide a
competent and legally qualified bank, trust company, financial institution, or other agency to act as
and perform the services of Paying Agent/Registrar for the Certificates under this Ordinance, and that
the Paying Agent/Registrar will be one entity. The City reserves the right to, and may, at its option,
change the Paying Agent/Registrar upon not less than 30 days written notice to the Paying
Agent/Registrar, to be effective at such time which will not disrupt or delay payment on the next
principal or interest payment date after such notice. In the event that the entity at any time acting as
Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or
otherwise cease to act as such, the City 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 Ordinance. 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 Certificates, to the new Paying
Agent/Registrar designated and appointed by the City. Upon any change in the Paying
Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the new Paying
Agent/Registrar to each Registered Owner of the Certificates, by United States mail, first-class
postage prepaid, which notice also 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 Ordinance, and a certified copy of this Ordinance shall be delivered
to each Paying Agent/Registrar.
(e) Book -Entry -Only System. The Certificates issued in exchange for the Certificates initially
issued as provided in Section 5(h) shall be issued in the form of a separate single fully registered
Certificate for each of the maturities thereof registered in the name of Cede & Co., as nominee of The
Depository Trust Company of New York ("DTC") and except as provided in subsection (f) hereof,
all of the Outstanding Certificates shall be registered in the name of Cede & Co., as nominee of DTC.
With respect to Certificates registered in the name of Cede & Co., as nominee of DTC, the
City and the Paying Agent/Registrar shall have no responsibility or obligation to any 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 (the "DTC Participant") or to any person on behalf
of whom such a DTC Participant holds an interest in the Certificates. Without limiting the
immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility
or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC
Participant with respect to any ownership interest in the Certificates, (ii) the delivery to any DTC
Participant or any other person, other than a Registered Owner, as shown on the Registration Books,
of any notice with respect to the Certificates, or (iii) the payment to any DTC Participant or any
person, other than a Registered Owner, as shown on the Registration Books of any amount with
respect to principal of or interest on the Certificates. Notwithstanding any other provision of this
Ordinance to the contrary, but to the extent permitted by law, the City and the Paying
Agent/Registrar shall be entitled to treat and consider the person in whose name each Certificate is
2132.O2 IRROCK/CO97: ORDINANCECO 4/17/97
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registered in the Registration Books as the absolute owner of such Certificate for the purpose of
payment of principal of and interest, with respect to such Certificate, for the purposes of registering
transfers with respect to such Certificate, and for all other purposes of registering transfers with
respect to such Certificates, and for all other purposes whatsoever. The Paying Agent/Registrar shall
pay all principal of and interest on the Certificates only to or upon the order of the respective
Registered Owners, as shown in the Registration Books as provided in this Ordinance, or their
respective attorneys duly authorized in writing, and all such payments shall be valid and effective to
fully satisfy and discharge the City's obligations with respect to payment of principal of and interest
on the Certificates 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 Certificate evidencing the obligation of
the City to make payments of principal, and interest pursuant to this Ordinance. Upon delivery by
DTC to the Paying Agent/Registrar of 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 Ordinance with
respect to interest checks being mailed to the registered owner at the close of business on the Record
Date the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC.
(f) Successor Securities Depository; Transfer Outside Book -Entry -Only System. In the event
that the City determines to discontinue the book -entry system through DTC or a successor or DTC
determines to discontinue providing its services with respect to the Certificate, the City shall either
(i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the
Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the
appointment of such successor securities depository and transfer one or more separate Certificate to
such successor securities depository or (ii) notify DTC and DTC Participants of the availability
through DTC of Certificates and transfer one or more separate Certificates to DTC Participants
having Certificates credited to their DTC accounts. In such event, the Certificates 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 the Registered Owner transferring or exchanging Certificate shall designate,
in accordance with the provisions of this Ordinance.
(g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the
contrary, so long as any Certificate is registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of, and interest on such Certificate and all notices with respect to
such Certificate shall be made and given, respectively, in the manner provided in the Letter of
Representations of the City to DTC.
(h) Initial Certificate(s). The Certificates herein authorized shall be initially issued as fully
registered Certificates, being one Certificate for each maturity in the denomination of the applicable
principal amount and the initial Certificate(s) shall be registered in the names of the purchaser or the
designees thereof as set forth in Section 15 hereof. The initial Certificate(s) shall be the Certificates
submitted to the Office of the Attorney General of the State of Texas for approval, certified and
registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered
to the purchaser as set forth in Section 15. Immediately after the delivery of the initial Certificate(s),
the Paying Agent/Registrar shall cancel the initial Certificate(s) delivered hereunder and exchange
therefor Certificates in the form of a separate single fully registered Certificate for each of the
maturities thereof registered in the name of Cede & Co., as nominee of DTC and except as provided
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in Section 5(f), all of the outstanding Certificates shall be registered in the name of Cede & Co., as
nominee of DTC.
Section 6. FORM OF CERTIFICATES. The form of the Certificates, 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
to the Certificates initially issued and delivered pursuant to this Ordinance, shall be, respectively,
substantially as follows, with such appropriate variations, omissions or insertions as are permitted or
required by this Ordinance.
NO. R -
FORM OF CERTIFICATE
UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
COUNTIES OF WILLIAMSON AND TRAVIS $
CITY OF ROUND ROCK, TEXAS
COMBINATION TAX AND REVENUE
CERTIFICATE OF OBLIGATION
SERIES 1997
INTEREST DATE OF MATURITY
RATE CERTIFICATES DATE CUSIP NO.
April 15, 1997
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
ON THE MATURITY DATE specified above, the CITY OF ROUND ROCK, in
Williamson and Travis Counties, Texas (the "City"), being a political subdivision of the State of
Texas, hereby promises to pay to the Registered Owner set forth above, or registered assigns
(hereinafter called the "Registered Owner") the principal amount set forth above, and to pay interest
thereon from the Date of Certificates set forth above, on February 15, 1998 and semiannually on each
August 15 and February 15 thereafter to the maturity date specified above, or the date of redemption
prior to maturity, at the interest rate per annum specified above; except that if this Certificate 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 Certificate or Certificates, if any, for which this Certificate
is being exchanged or converted from is due but has not been paid, then this Certificate shall bear
interest from the date to which such interest has been paid in full.
2132.026/RROCK/C097. ORDNANCE -CO 4/17/97
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THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money
of the United States of America, without exchange or collection charges. The principal of this
Certificate shall be paid to the Registered Owner hereof upon presentation and surrender of this
Certificate at maturity, or upon the date fixed for its redemption prior to maturity, at Texas
Commerce Bank National Association, which is the "Paying Agent/Registrar" for this Certificate at
their office in Dallas, Texas (the "Designated Payment/Transfer Office"). The payment of interest on
this Certificate shall be made by the Paying Agent/Registrar to the Registered Owner hereof on each
interest payment date by check or draft, dated as of such interest payment date, drawn by the Paying
Agent/Registrar on, and payable solely from, funds of the City required by the ordinance authorizing
the issuance of this Certificate (the "Certificate Ordinance") to be on deposit with the Paying
Agent/Registrar for such purpose as hereinafter provided; and such check or draft 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 fifteenth day of
the month preceding each such date (the "Record Date") on the Registration Books kept by the
Paying Agent/Registrar, as hereinafter described. In addition, interest may be paid by such other
method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the
Registered Owner. In the event of a non-payment of interest on a scheduled payment date, and for
30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest have
been received from the City. Notice of the Special Record Date and of the scheduled payment date
of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least
five business days prior to the Special Record Date by United States mail, first-class postage prepaid,
to the address of each owner of a Certificate appearing on the Registration Books at the close of
business on the last business day next preceding the date of mailing of such notice.
ANY ACCRUED INTEREST due at maturity or upon the redemption of this Certificate
prior to maturity as provided herein shall be paid to the Registered Owner upon presentation and
surrender of this Certificate for redemption and payment at the Designated Payment/Transfer Office
of the Paying Agent/Registrar. The City covenants with the Registered Owner of this Certificate that
on or before each principal payment date, interest payment date, and accrued interest payment date
for this Certificate it will make available to the Paying Agent/Registrar, from the "Interest and Sinking
Fund" created by the Certificate Ordinance, the amounts required to provide for the payment, in
immediately available funds, of all principal of and interest on the Certificates, when due.
IF THE DATE for the payment of the principal of or interest on this Certificate shall be a
Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the
principal corporate trust office of 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.
THIS CERTIFICATE is one of a series of Certificates dated April 15, 1997, authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of
$5,155,000, for the purpose of paying contractual obligations incurred or to be incurred by the City
for (1) construction, acquisition, improvement and extension to the City's road, street and bridge
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system including acquisition of any necessary right-of-way, utility relocation, drainage, parking,
sidewalk and related infrastructure and development of the master and general transportation plans,
(2) construction, improvement, expansion and equipment of police building expansion and (3) the
payment of professional services in connection therewith including legal, fiscal and engineering fees
and the costs of issuance in connection with the certificates described below (the "Contractual
Obligations") would be beneficial to the inhabitants of the City and are needed to perform essential
City functions.
ON AUGUST 15, 2007, or on any date thereafter, the Certificates of this Series maturing
on and after August 15, 2008 may be redeemed prior to their scheduled maturities, at the option of
the City, with funds derived from any available and lawful source, at par plus accrued interest to the
date fixed for redemption as a whole, or in part, and, if in part, the particular maturities to be
redeemed shall be selected and designated by the City and if less than all of a maturity is to be
redeemed, the Paying Agent/Registrar shall determine by lot the Certificates, or a portion thereof,
within such maturity to be redeemed (provided that a portion of a Certificate may be redeemed only
in an integral multiple of $5,000).
THE CERTIFICATES maturing on , and , are subject to
mandatory sinking fund redemption prior to maturity in the following amounts, on the following dates
and at a price of par plus accrued interest to the redemption date from amounts required to be
deposited in the Interest and Sinking Fund:
Certificates maturing
Redemption Date
Certificates maturing
Redemption Date
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Principal Amount
Principal Amount
The principal amount of the Certificates required to be redeemed pursuant to the operation of the
mandatory sinking fund redemption provisions shall be reduced, at the option of the City, by the
principal amount of any Certificates of the stated maturity which, at least 50 days prior to a
mandatory redemption date, (1) shall have been acquired by the City, at a price not exceeding the
principal amount of such Certificates plus accrued interest to the date of purchase thereof, and
delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and cancelled
by the Paying Agent/Registrar at the request of the City, with monies in the Interest and Sinking Fund
at a price not exceeding the principal amount of the Certificates plus accrued interest to the date of
purchase thereof, or (3) shall have been redeemed pursuant to the optional redemption provisions and
not theretofore credited against a mandatory sinking fund redemption requirement.
NO LESS THAN 30 days prior to the date fixed for any such redemption, the City shall
cause the Paying Agent/Registrar to send notice by United States mail, first-class postage prepaid to
the Registered Owner of each Certificate to be redeemed at its address as it appeared on the
Registration Books of the Paying Agent/Registrar at the close of business on the 45th day prior to
the redemption date and to major securities depositories, national bond rating agencies and bond
information services; provided, however, that the failure to send, mail or receive such notice, or any
defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the
proceedings for the redemption of any Certificates. 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 Certificates or portions thereof which are to be so redeemed. If due provision for such
payment is made, all as provided above, the Certificates 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 Certificates
shall be redeemed a substitute Certificates or Certificates having the same maturity date, bearing
interest at the same rate, in any denomination or denominations in any integral multiple of $5,000,
at the written request of the Registered Owner, and in aggregate principal amount equal to the
unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof for
cancellation, at the expense of the City, all as provided in the Certificate Ordinance.
ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered certificates,
without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the
Certificate Ordinance, this Certificate may, at the request of the Registered Owner or the assignee
or assignees hereof, be assigned, transferred, converted into and exchanged for a like aggregate
principal amount of fully registered certificates, without interest coupons, payable to the appropriate
Registered Owner, assignee or assignees, as the case may be, having the same denomination or
denominations in any integral multiple of $5,000 as requested in writing by the appropriate Registered
Owner, assignee or assignees, as the case may be, upon surrender of this Certificate to the Paying
Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the
Certificate Ordinance. Among other requirements for such assignment and transfer, this Certificate
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,
2132.OWRBocwC097:ORDI ANC CO4/17/97
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evidencing assignment of this Certificate or any portion or portions hereof in any integral multiple of
$5,000 to the assignee or assignees in whose name or names this Certificate or any such portion or
portions hereof is or are to be registered. The form of Assignment printed or endorsed on this
Certificate may be executed by the Registered Owner to evidence the assignment hereof, but such
method is not exclusive, and other instruments of assignment satisfactory to the Paying
Agent/Registrar may be used to evidence the assignment of this Certificate or any portion or portions
hereof from time to time by the Registered Owner. The Paying Agent/Registrar's reasonable standard
or customary fees and charges for assigning, transferring, converting and exchanging any Certificate
or portion thereof will be paid by the City. In any circumstance, any taxes or governmental charges
required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer,
conversion or exchange, as a condition precedent to the exercise of such privilege. The Paying
Agent/Registrar shall not be required to make any such transfer, conversion, or exchange (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
Certificate or any portion thereof called for redemption prior to maturity, within 45 days prior to its
redemption date; provided, however, such limitation of transfer shall not be applicable to an exchange
by the Registered Owner of the unredeemed balance of the Certificate.
IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the City,
resigns, or otherwise ceases to act as such, the City has covenanted in the Certificate Ordinance that
it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice
thereof to be mailed to the Registered Owners of the Certificates.
IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and
validly authorized, issued and delivered; that all acts, conditions and things required or proper to be
performed, exist and be done precedent to or in the authorization, issuance and delivery of this
Certificate have been performed, existed and been done in accordance with law; that this Certificate
is a general obligation of said City, issued on the full faith and credit thereof; and that annual ad
valorem taxes sufficient to provide for the payment of the interest on and principal of this Certificate,
as such interest comes due and such principal matures, have been levied and ordered to be levied
against all taxable property in said City, and have been pledged for such payment, within the limit
prescribed by law, and that this Certificate is additionally secured by and payable from a limited
pledge of not to exceed $1,000 in amount of surplus revenues derived from the operation of the City's
Waterworks and Sewer System.
BY BECOMING the Registered Owner of this Certificate, the Registered Owner thereby
acknowledges all of the terms and provisions of the Certificate Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Certificate Ordinance is duly recorded and available for
inspection in the official minutes and records of the governing body of the City, and agrees that the
terms and provisions of this Certificate and the Certificate Ordinance constitute a contract between
each Registered Owner hereof and the City.
2132.036/RROCK/C097: ORDAWANCE.00 4,17/97
11
IN WITNESS WHEREOF, the City has caused this Certificate to be signed with the manual
or facsimile signature of the Mayor of the City and countersigned with the manual or facsimile
signature of the City Secretary of said City, and has caused the official seal of the City to be duly
impressed, or placed in facsimile, on this Certificate.
City Secretary
(SEAL)
3132.026I RocNco97: O93NNANCEC0 4/I7/97
12
Mayor
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Certificate is not accompanied by an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
It is hereby certified that this Certificate has been issued under the provisions of the Certificate
Ordinance described in the text of this Certificate; and that this Certificate has been issued in
conversion or replacement of, or in exchange for, a certificate, certificates, or a portion of a certificate
or certificates 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:
2122.026/RROC/C/C097: ORDINANCE.CO 4/17/97
13
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
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 Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer of the within
Certificate 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 a member firm of the New York Stock
Exchange or a commercial bank or trust
company.
2132.026/RROIX/Co97: ORDINANCECO 4/17/97
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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
Certificate in every particular, without
alteration or enlargement or any change
whatsoever.
FORM OF REGISTRATION CERTIFICATE OF
THE COMPTROLLER OF PUBLIC ACCOUNTS:
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Certificate has been examined, certified as to validity and approved
by the Attorney General of the State of Texas, and that this Certificate 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)
Section 7. INTEREST AND SINKING FUND. A special "Interest and Sinking Fund" is
hereby created and shall be established and maintained by the City at an official depository bank of
said City. Said Interest and Sinking Fund shall be kept separate and apart from all other funds and
accounts of said City, and shall be used only for paying the interest on and principal of said
Certificates. All ad valorem taxes levied and collected for and on account of said Certificates shall
be deposited, as collected, to the credit of said Interest and Sinking Fund. During each year while
any of said Certificates are outstanding and unpaid, the governing body of said City shall compute
and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the
money required to pay the interest on said Certificates as such interest comes due, and to provide and
maintain a sinking fund adequate to pay the principal of said Certificates as such principal matures
(but never less than 2% of the original amount of said Certificates as a sinking fund each year); and
said tax shall be based on the latest approved tax rolls of said City, with full allowances being made
for tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is hereby
levied, and is hereby ordered to be levied, against all taxable property in said City, for each year while
any of said Certificates are outstanding and unpaid, and said tax shall be assessed and collected each
such year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem
taxes sufficient to provide for the payment of the interest on and principal of said Certificates, as such
interest comes due and such principal matures, are hereby pledged for such payment, within the limit
prescribed by law.
Section 8. SURPLUS REVENUES. The Certificates are additionally secured by and shall
be payable from and secured by the revenues of the City's Waterworks and Sewer System remaining
after payment of all maintenance and operation expenses thereof, and all debt service, reserve and
2132.026/RROC7(/c097: ORDINANCECO 4/17/97
15
other requirements in connection with all of the City's revenue bonds (now or hereafter outstanding)
which are payable from all or part of the Net Revenues of the City's Waterworks and Sewer System,
in an amount not to exceed $1,000, constituting "Surplus Revenues." The City shall deposit such
Surplus Revenues to the credit of the Interest and Sinking Fund created pursuant to Section 7, to the
extent necessary to pay the principal and interest on the Certificates. Notwithstanding the
requirements of Section 7, if Surplus Revenues are actually on deposit in the Interest and Sinking
Fund in advance of the time when ad valorem taxes are scheduled to be levied for any year, then the
amount of taxes which otherwise would have been required to be levied pursuant to Section 7 may
be reduced to the extent and by the amount of the Surplus Revenues then on deposit in the Interest
and Sinking Fund.
Section 9. DEFEASANCE OF CERTIFICATES. (a) Any Certificate and the interest
thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Certificate")
within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section
9 when payment of the principal of such Certificate, plus interest thereon to the due date (whether
such due date be by reason of maturity or otherwise) either (i) shall have been made or caused to be
made in accordance with the terms thereof, or (ii) shall have been provided for on or before such due
date by irrevocably depositing with or making available to the Paying Agent/Registrar for such
payment (1) lawful money of the United States of America sufficient to make such payment, (2)
Government Obligations which mature as to principal and interest in such amounts and at such times
as will insure the availability, without reinvestment, of sufficient money to provide for such payment,
and when proper arrangements have been made by the City with the Paying Agent/Registrar for the
payment of its services until all Defeased Certificates shall have become due and payable or (3) any
combination of (1) and (2). At such time as a Certificate shall be deemed to be a Defeased Certificate
hereunder, as aforesaid, such Certificate and the interest thereon shall no longer be secured by,
payable from, or entitled to the benefits of, the ad valorem taxes or revenues herein levied and
pledged as provided in this Ordinance, and such principal and interest shall be payable solely from
such money or Government Obligations.
(b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction
of the City also be invested in Government Obligations, maturing in the amounts and times as
hereinbefore set forth, and all income from such Government Obligations received by the Paying
Agent/Registrar which is not required for the payment of the Certificates and interest thereon, with
respect to which such money has been so deposited, shall be turned over to the City, or deposited as
directed in writing by the City.
(c) The term "Government Obligations" as used in this section, shall mean direct obligations
of the United States of America, including obligations the principal of and interest on which are
unconditionally guaranteed by the United States of America, which may be United States Treasury
obligations such as its State and Local Government Series, which may be in book -entry form.
(d) Until all Defeased Certificates shall have become due and payable, the Paying
Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Certificates
the same as if they had not been defeased, and the City shall make proper arrangements to provide
and pay for such services as required by this Ordinance.
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Section 10. DAMAGED, MUTILATED, LOST, STOLEN OR DESTROYED
CERTIFICATES. (a) Replacement Certificates. In the event any outstanding Certificate is
damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed,
executed and delivered, a new certificate of the same principal amount, maturity and interest rate, as
the damaged, mutilated, lost, stolen or destroyed Certificate, in replacement for such Certificate in
the manner hereinafter provided.
(b) Application for Replacement Certificates. Application for replacement of damaged,
mutilated, lost, stolen or destroyed Certificates shall be made by the Registered Owner thereof to the
Paying Agent/Registrar. In every case of loss, theft or destruction of a Certificate, the Registered
Owner applying for a replacement certificate shall furnish to the City and to the Paying
Agent/Registrar such security or indemnity as may be required by them to save each of them harmless
from any loss or damage with respect thereto. Also, in every case of loss, theft or destruction of a
Certificate, the Registered Owner shall furnish to the City and to the Paying Agent/Registrar evidence
to their satisfaction of the loss, theft or destruction of such Certificate, as the case may be. In every
case of damage or mutilation of a Certificate, the Registered Owner shall surrender to the Paying
Agent/Registrar for cancellation the Certificate so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this section, in the
event any such Certificate 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 Certificate, the City
may authorize the payment of the same (without surrender thereof except in the case of a damaged
or mutilated Certificate) instead of issuing a replacement Certificate, provided security or indemnity
is furnished as above provided in this section.
(d) Charge for Issuing Replacement Certificates. Prior to the issuance of any replacement
certificate, the Paying Agent/Registrar shall charge the Registered Owner of such Certificate with all
legal, printing, and other expenses in connection therewith. Every replacement certificate issued
pursuant to the provisions of this section by virtue of the fact that any Certificate is lost, stolen or
destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen or
destroyed Certificate shall be found at any time, or be enforceable by anyone, and shall be entitled to
all the benefits of this Ordinance equally and proportionately with any and all other Certificates duly
issued under this Ordinance.
(e) Authority for Issuing Replacement Certificates. In accordance with Section 6 of Vernon's
Ann. Tex. Civ. St. Art. 717k-6, this Section 10 of this Ordinance shall constitute authority for the
issuance of any such replacement certificate without necessity of further action by the governing body
of the City or any other body or person, and the duty of the replacement of such certificates is hereby
authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall
authenticate and deliver such Certificates in the form and manner and with the effect, as provided in
Section 5(a) of this Ordinance for Certificates issued in conversion and exchange for other
Certificates.
2132.026/RAOc)(/C097: ORDINANcECQ 4/17/97
17
Section 11. CUSTODY, APPROVAL AND REGISTRATION OF CERTIFICATES;
BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE
PROVISION, IF OBTAINED. The Mayor of the City is hereby authorized to have control of the
Certificates initially issued and delivered hereunder and all necessary records and proceedings per-
taining to the Certificates 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 the Certificates said Comptroller of Public
Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the
Comptroller's Registration Certificate attached to such Certificates, and the seal of said Comptroller
shall be impressed, or placed in facsimile, on such Certificate. The approving legal opinion of the
City's Bond Counsel and the assigned CUSIP numbers may, at the option of the City, be printed on
the Certificates issued and delivered under this Ordinance, but neither shall have any legal effect, and
shall be solely for the convenience and information of the Registered Owners of the Certificates. In
addition, if bond insurance is obtained, the Certificates may bear an appropriate legend as provided
by the insurer.
Section 12. COVENANTS REGARDING TAX EXEMPTION. The City covenants to
refrain from any action which would adversely affect, or to take such action as to ensure, the
treatment of the Certificates of Obligation 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
income" of the holder for purposes of federal income taxation. In furtherance thereof, the City
covenants as follows:
(a) to take any action to assure that no more than 10 percent of the proceeds of the
Certificates of Obligation or the projects financed 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 or the projects finance therewith are so used, such amounts,
whether or not received by the City, with respect to such private business use, do not, under the terms
of this Ordinance, or any underlying arrangement, directly or indirectly, secure or provide for the
payment of more than 10 percent of the debt service on the Certificates of Obligation, in
contravention of Section 141(b)(2) of the Code;
(b) to take any action to assure that in the event that the "private business use" described in
subsection (a) hereof exceeds five percent of the proceeds of the Certificates of Obligation or the
projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in
excess of five 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;
(c) to take any action to assure that no amount which is greater than the lesser of $5,000,000,
or five percent of the proceeds of the Certificates of Obligation (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;
2132.026/R OCK/C097:ORDwANCECO4/17/97
18
(d) to refrain from taking any action which would otherwise result in the Certificates of
Obligation being treated as "private activity bonds" within the meaning of Section 141(b) of the Code;
(e) to refrain from taking any action that would result in the Certificates of Obligation being
"federally guaranteed" within the meaning of Section 149(b) of the Code;
(0 to refrain from using any portion of the proceeds of the Certificates of Obligation, 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 Certificates of Obligation, other than investment property acquired with --
(1) proceeds of the Certificates of Obligation invested for a reasonable temporary
period of three years or less or, in the case of a refunding bond, for a period of 30 days or less
until such proceeds are needed for the purpose for which the certificates of obligation are
issued,
(2) amounts invested in a bona fide debt service fund, within the meaning of
Section 1.148-1(b) of the Treasury Regulations, and
(3) 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 Certificates of
Obligation;
(g) to otherwise restrict the use of the proceeds of the Certificates of Obligation or
amounts treated as proceeds of the Certificates of Obligation, as may be necessary, so that the
Certificates of Obligation 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
(h) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Certificates of Obligation) an amount that is at least equal
to 90 percent of the "Excess Earnings," within the meaning of Section 148(f) of the Code and to pay
to the United States of America, not later than 60 days after the Certificates of Obligation 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.
In order to facilitate compliance with the above covenant (h), a "Rebate Fund" is hereby
established by the City for the sole benefit of the United States of America, and such Rebate Fund
shall not be subject to the claim of any other person, including without limitation the registered
owners of the Certificates of Obligation. The Rebate Fund is established for the additional purpose
of compliance with Section 148 of the Code.
For purposes of the foregoing (a) and (b), the City understands that the term "proceeds"
includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding
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19
bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date
of issuance of the Certificates. It is the understanding of the City that the covenants contained herein
are intended to assure compliance with the Code and any regulations or rulings promulgated by the
U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are
hereafter promulgated which modify or expand provisions of the Code, as applicable to the
Certificates of Obligation, the City will not be required to comply with any covenant contained herein
to the extent that such failure to comply, in the opinion of nationally -recognized bond counsel, will
not adversely affect the exemption from federal income taxation of interest on the Certificates of
Obligation 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 Certificates of
Obligation, the City agrees to comply with the additional requirements to the extent necessary, in the
opinion of nationally -recognized bond counsel, to preserve the exemption from federal income
taxation of interest on the Certificates of Obligation under Section 103 of the Code. In furtherance
of the foregoing, the Mayor, the City Manager, and the Director of Finance of the City may execute
any certificates or other reports required by the Code and make such elections, on behalf of the City,
which may be permitted by the Code as are consistent with the purpose for the issuance of the
Certificates of Obligation.
Section 13. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR
THE PROJECT. The City covenants to account for the expenditure of sale proceeds and
investment earnings to be used for the purposes described in Section 1 of this Ordinance (each such
purpose referred to herein and Section 1 hereof as a "Project") on its books and records by allocating
proceeds to expenditures within 18 months of the later of the date that (1) the expenditure is made,
or (2) the Project is completed. The foregoing notwithstanding, the City shall not expend sale
proceeds or investment earnings thereon more than 60 days after the later of (1) the fifth anniversary
of the delivery of the Certificates, or (2) the date the Certificates are retired, unless the City obtains
an opinion of nationally -recognized bond counsel that such expenditure will not adversely affect the
tax-exempt status of the Certificates.
Section 14. DISPOSITION OF PROJECT. The City covenants that the property
constituting the Project will not be sold or otherwise disposed in a transaction resulting in the receipt
by the City of cash or other compensation, unless the City obtains an opinion of nationally -recognized
bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of the
Certificates.
Section 15. SALE OF CERTIFICATES. The Certificates are hereby initially sold and shall
be delivered to Rauscher Pierce Refsnes, Inc., pursuant to the terms and provisions of the Purchase
Agreement in substantially the form attached hereto as Exhibit A which the Mayor of the City is
hereby authorized and directed to execute and deliver and which the City Secretary of the City is
hereby authorized to attest. It is hereby officially found, determined and disclosed that the terms of
the sale are the most advantageous reasonably obtainable. The Certificates shall initially be registered
in the name of Rauscher Pierce Refsnes, Inc. It is further officially found, determined and declared
that the Certificates have been sold pursuant to an Official Statement dated April 24, 1997, prepared
and distributed in connection with the sale of the Certificates. Said Official Statement, and any
2132.026/9ROCK/C097: ORDINANCECO 4/17/97
20
addenda, supplement or amendment thereto have been and are hereby approved by the governing
body of the City, and its use in the offer and sale of the Certificates is hereby approved. It is further
officially found, determined and declared that the statements and representations contained in said
Official Statement are true and correct in all material respects, to the best knowledge and belief of
the governing body of the City.
Section 16. REMEDIES IN EVENT OF DEFAULT. In addition to all of the rights and
remedies provided by the laws of the State of Texas, the City covenants and agrees that in the event
of default in payment of principal or interest on any of the Certificates when due, or, in the event it
fails to make the payments required to be made into the Interest and Sinking Fund or defaults in the
observance or performance of any other of the contracts, covenants, conditions or obligations set
forth in this Ordinance or in the Certificates, the following remedies shall be available:
(a) the Registered Owners shall be entitled to a writ of mandamus issued by a court of
competent jurisdiction compelling and requiring the City and the officials thereof to
observe and perform the contracts, covenants, obligations or conditions prescribed
in this Ordinance; and
(b) any delay or omission to exercise any right or power accruing upon any default shall
not impair any such right or power nor 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.
Section 17. INTEREST EARNINGS ON CERTIFICATE PROCEEDS. Interest
earnings derived from the investment of proceeds from the sale of the Certificates shall be used along
with other certificate proceeds for the purpose for which the Certificates are issued set forth in
Section 1 hereof; provided that after completion of such purpose, if any of such interest earnings
remain on hand, such interest earnings shall be deposited in the Interest and Sinking Fund. It is
further provided, however, that any interest earnings on certificate proceeds which are required to
be rebated to the United States of America pursuant to Section 12 hereof in order to prevent the
Certificates from being arbitrage bonds shall be so rebated and not considered as interest earnings for
the purposes of this section.
Section 18. APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT.
Attached hereto as Exhibit "B" is a substantially final form of Paying Agent/Registrar Agreement with
an attached Letter of Representations. Each of the Mayor, City Manager and Director of Finance are
hereby authorized to amend, complete or modify such agreement and the Letter of Representations
as necessary and are further authorized to execute such agreement and the City Secretary is hereby
authorized to attest such agreement.
Section 19. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports. The
City shall provide annually to each NRMSIR and any SID, within six months after the end of each
fiscal year ending in or after 1997, financial information and operating data with respect to the City
of the general type included in the final Official Statement authorized by Section 15 of this Ordinance,
being the information described in Exhibit C hereto. Any financial statements so to be provided shall
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21
be (1) prepared in accordance with the accounting principles described in Exhibit E hereto, or such
other accounting principles as the City may be required to employ from time to time pursuant to state
law or regulation, and (2) audited, if the City commissions an audit of such statements and the audit
is completed within the period during which they must be provided. If the audit of such financial
statements is not complete within such period, then the City shall provide 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 City 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 City otherwise would be
required to provide financial information and operating data pursuant to this section.
The financial information and operating data to be provided pursuant to this section may be
set forth in full in one or more documents or may be included by specific reference to any document
(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 City 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 Certificates, if such
event is material within the meaning of the federal securities laws:
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
Certificates;
G. Modifications to rights of holders of the Certificates;
H. Bond calls;
I. Defeasances;
J. Release, substitution, or sale of property securing repayment of the
Certificates; and
K. Rating changes.
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The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of
any failure by the City to provide financial information or operating data in accordance with Section
19(a) of this Ordinance by the time required by such Section.
(c) Limitations, Disclaimers and Amendments. The City shall be obligated to observe and
perform the covenants specified in this section for so long as, but only for so long as, the City remains
an "obligated person" with respect to the Certificates within the meaning of the Rule, except that the
City in any event will give notice of any deposit made in accordance with Section 9 that causes the
Certificates no longer to be outstanding.
The provisions of this section are for the sole benefit of the holders and beneficial owners of
the Certificates, and nothing in this section, express or implied, shall give any benefit or any legal or
equitable right, remedy or claim hereunder to any other person. The City undertakes to provide only
the financial information, operating data, financial statements and notices which it has expressly
agreed to provide pursuant to this section and does not hereby undertake to provide any other
information that may be relevant or material to a complete presentation of the City's financial results,
condition, or prospects or hereby undertake to update any information provided in accordance with
this section or otherwise, except as expressly provided herein. The City does not make any
representation or warranty concerning such information or its usefulness to a decision to invest in or
sell Certificates at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT,
FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY,
WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH
PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH
SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the City in observing or performing its obligations under this section shall
comprise a breach of or default under the Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this section is intended or shall act to disclaim, waive or otherwise limit the duties
of the City under federal and state securities laws.
The provisions of this section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law or a change
in the identity, nature, status or type of operations of the City, but only if (1) the provisions of this
section, as so amended, would have permitted an underwriter to purchase or sell Certificates in the
primary offering of the Certificates in compliance with the Rule, taking into account any amendments
or interpretations of the Rule since such offering as well as such changed circumstances and (2) either
(a) the holders of a majority in aggregate principal amount (or any greater amount required by any
other provision of this Ordinance that authorizes such an amendment) of the outstanding Certificates
2132.OW9Rocwc097: O8DINANCECO 4mro7
23
consents to such amendment or (b) a person that is unaffiliated with the City (such as nationally
recognized bond counsel) determines that such amendment will not materially impair the interest of
the holders and beneficial owners of the Certificates. If the City so amends the provisions of this
section, it shall include with any amended financial information or operating data next provided in
accordance with Section 18(a) an explanation, in narrative form, of the reason for the amendment and
of the impact of any change in the type of financial information or operating data so provided. The
City may also amend or repeal the provisions of this continuing disclosure agreement if the SEC
amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment
that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this
sentence would not prevent an underwriter from lawfully purchasing or selling Certificates in the
primary offering of the Certificates.
(d) Definitions. As used in this section, the following terms have the meanings ascribed
to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"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.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"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.
Section 20. SEVERABILITY. The provisions of this Ordinance are severable; and in case
any one or more of the provisions of this Ordinance or the application thereof to any person or
circumstance should be held to be invalid, unconstitutional or ineffective as to any person or
circumstance, the remainder of this Ordinance nevertheless shall be valid, and the application of any
such invalid provision to persons or circumstances other than those as to which it is held invalid shall
not be affected thereby.
2132026/ ROC1C/C097:ORDINANCECO4/17/97
24
By motion duly made, seconded and passed with an affirmative vote of all the Council
members present, the requirement for reading this ordinance on two separate days was dispensed with
in accordance with Sections 3.13 and 9.01(e)(2) of the City's Charter.
READ, PASSED AND ADOPTED on first reading this , 1997.
ATTEST:
JOANNE LAND, City Secretary
233 O26 ROCX/CO97:owwANCECO4/17/97
CHARLES CULPEPPER, Mayor
City of Round Rock, Texas
25
2132.026/11ROCK/CC97: ORDINANCECO 4/17/97
EXHIBIT "A"
PURCHASE AGREEMENT
A-1
3I32.O26/RROC[/Co97: owINANCEco 4/17/97
EXHIBIT "B"
PAYING AGENT/REGISTRAR AGREEMENT
B-1
EXHIBIT C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 19 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided annually
in accordance with such Section are as specified (and included in the Appendix or under the headings
of the Official Statement referred to) below:
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
Appendix B
Table 1
Table 2
Table 3
Table 4
Table 5
Table 8
Table 11
Table 12
- Excerpts from Annual Financial Report;
- Valuation, Exemptions and Debt Obligations
- Taxable Assessed Valuations by Category;
- Valuation and Funded Debt History;
- Tax Rate, Levy and Collection History;
- Ten Largest Taxpayers;
- Debt Service Requirements;
- General Fund Revenues and Expenditures;
- Municipal Sales Tax History; and
"INVESTMENTS - Current Investments."
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 1 above.
2132.026/RROCIUC097: ORDINANCECO 4/17/97
C-1
11
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of April 15, 1997 (the "Agreement"), by and between
the City of Round Rock, Texas (the "Issuer"), and Texas Commerce Bank National Association, a
banking association duly organized and existing under the laws of the United States of America (the
"Bank").
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its Combination
Tax and Revenue Certificates of Obligation, Series 1997 in the aggregate principal amount of
$5,155,000 (the "Securities"), such Securities to be issued in fully registered form only as to the
payment of principal and interest thereon; and
WHEREAS, the Securities are scheduled to be delivered to the initial purchasers thereof on
or about May 20, 1997: and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on said Securities and
with respect to the registration, transfer and exchange thereof by the registered owners thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer
and has full power and authority to perform and serve as Paying Agent/Registrar for the Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent
with respect to the Securities. As Paying Agent for the Securities, the Bank shall be responsible for
paying on behalf of the Issuer the principal, premium (if any), and interest on the Securities as the
same become due and payable to the registered owners thereof, all in accordance with this Agreement
and the "Order" (hereinafter defined).
The Issuer hereby appoints the Bank as Registrar with respect to the Securities. As Registrar
for the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records
as to the ownership of said Securities and with respect to the transfer and exchange thereof as
provided herein and in the "Order."
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.
2132.026/RAOCIUCO97: PAYAGT.AGR
Section 1.02. Compensation. As compensation for the Bank's services as Paying
Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Schedule
A attached hereto for the first year of this Agreement and thereafter the fees and amounts set forth
in the Bank's current fee schedule then in effect for services as Paying Agent/Registrar for
municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the
Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any of the
provisions hereof (including the reasonable compensation and the expenses and disbursements of its
agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:
"Acceleration Date" on any Security means the date on and after which the principal or any
or all installments of interest, or both, are due and payable on any Security which has become
accelerated pursuant to the terms of the Security.
"Bank Office" means the designated office of the Bank as indicated on the signature page
hereof, except that the payment and registration duties of the Bank will be performed from the Bank's
designated office located in Austin, Texas. The Bank will notify the Issuer in writing of any change
in location of the Bank Office.
"Fiscal Year" means the fiscal year of the Issuer, ending September 30.
"Holder" and "Security Holder" each means the Person in whose name a Security is registered
in the Security Register.
"Issuer Request" and "Issuer Order" means a written request or order signed in the name of
the Issuer by the Mayor of the Issuer, any one or more of said officials, delivered to the Bank.
"Legal Holiday" means a day on which the Bank is required or authorized to be closed.
"Person" means any individual, corporation, partnership, joint venture, association, joint stock
company, trust, unincorporated organization or government or any agency or political subdivision
of a government.
"Predecessor Securities" of any particular Security means every previous Security evidencing
all or a portion of the same obligation as that evidenced by such particular Security (and, for the
purposes of this definition, any mutilated, lost, destroyed or stolen Security for which a replacement
Security has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the
Order).
2132.026/RROCK/C097: PAYAGT.AOR
2
"Redemption Date" when used with respect to any Bond to be redeemed means the date fixed
for such redemption pursuant to the terms of the Order.
"Order" means the order, ordinance or resolution of the governing body of the Issuer pursuant
to which the Securities are issued, certified by the City Secretary of the Issuer or any other officer
of the Issuer and delivered to the Bank.
"Responsible Officer" when used with respect to the Bank means the Chairman or Vice -
Chairman of the Board of Directors, the Chairman or Vice-chairman of the Executive Committee of
the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant
Trust Officer, or any other officer of the Bank customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred because of his knowledge
of and familiarity with the particular subject.
"Security Register" means a register maintained by the Bank on behalf of the Issuer providing
for the registration and transfer of the Securities.
"Stated Maturity" means the date specified in the Order the principal of a Security is
scheduled to be due and payable.
Section 2.02. Other Definitions. The terms "Bank," Issuer" and Securities (Security)" have
the meanings assigned to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and
functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of Paying Agent. As Paying Agent, the Bank shall, provided adequate
collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf
of the Issuer the principal of each Security at its Stated Maturity, Redemption Date or Acceleration
Date, to the Holder upon surrender of the Security to the Bank at the Bank Office.
As Paying Agent, the Bank shall, provided adequate collected funds have been provided to
it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each
Security when due, by computing the amount of interest to be paid each Holder and preparing and
sending checks by United States Mail, first-class postage prepaid, on each payment date, to the
Holders of the Securities (or their Predecessor Securities) on the respective Record Date, to the
address appearing on the Security Register or by such other method, acceptable to the Bank,
requested in writing by the Holder at the Holder's risk and expense.
Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of
and interest on the Securities on the dates specified in the Order.
2I32.026/PROCK/C097: PAYAOT.Ac
3
ARTICLE FOUR
REGISTRAR
Section 4.01. Security Register - Transfers and Exchanges. The Bank agrees to keep and
maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes
referred to as the "Security Register") for recording the names and addresses of the Holders of the
Securities, the transfer, exchange and replacement of the Securities and the payment of the principal
of and interest on the Securities to the Holders and containing such other information as may be
reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and the
Bank may prescribe. All transfers, exchanges and replacement of Securities shall be noted in the
Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied
by a written instrument of transfer, the signature on which has been guaranteed by an officer of a
federal or state bank or a member of the National Association of Securities Dealers, in form
satisfactory to the Bank, duly executed by the Holder thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a re -
registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in relation
to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof will be
completed and new Securities delivered to the Holder or the assignee of the Holder in not more than
three (3) business days after the receipt of the Securities to be canceled in an exchange or transfer and
the written instrument of transfer or request for exchange duly executed by the Holder, or his duly
authorized agent, in form and manner satisfactory to the Paying Agent/Registrar.
Section 4.02. Certificates. The Issuer shall provide an adequate inventory of printed
Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of
printed Securities will be kept in safekeeping pending their use, and reasonable care will be exercised
by the Bank in maintaining such Securities in safekeeping, which shall be not less than the care
maintained by the Bank for debt securities of other political subdivisions or corporations for which
it serves as registrar, or that is maintained for its own securities.
Section 4.03. Form of Security Register. The Bank, as Registrar, will maintain the Security
Register relating to the registration, payment, transfer and exchange of the Securities in accordance
with the Bank's general practices and procedures in effect from time to time. The Bank shall not be
obligated to maintain such Security Register in any form other than those which the Bank has
currently available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of being
converted into written form within a reasonable time.
Section 4.04. List of Security Holders. The Bank will provide the Issuer at any time
requested by the Issuer, upon payment of the required fee, a copy of the information contained in the
Security Register. The Issuer may also inspect the information contained in the Security Register at
2132026/RAOCIC/CQ97: PAYAGT.Aml
4
any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank
to provide an up-to-date listing or to convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any person other
than to, or at the written request of, an authorized officer or employee of the Issuer, except upon
receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to
the release or disclosure of the contents of the Security Register, the Bank will notify the Issuer so
that the Issuer may contest the court order or such release or disclosure of the contents of the
Security Register.
Section 4.05. Return of Canceled Certificates. The Bank will, at such reasonable intervals
as it determines, surrender to the Issuer, Securities in lieu of which or in exchange for which other
Securities have been issued, or which have been paid.
Section 4.06. Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby instructs
the Bank, subject to the applicable provisions of the Order, to deliver and issue Securities in exchange
for or in lieu of mutilated, destroyed, lost or stolen Securities as long as the same does not result in
an overissuance.
In case any Security shall be mutilated or destroyed, lost or stolen, the Bank, in its discretion,
may execute and deliver a replacement Security of like form and tenor, and in the same denomination
and bearing a number not contemporaneously outstanding, in exchange and substitution for such
mutilated Security, or in lieu of and in substitution for such destroyed lost or stolen Security, only
after (i) the filing by the Holder thereof with the Bank of evidence satisfactory to the Bank of the
destruction, loss or theft of such Security, and of the authenticity of the ownership thereof and (ii)
the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer and the
Bank harmless. All expenses and charges associated with such indemnity and with the preparation,
execution and delivery of a replacement Security shall be borne by the Holder of the Security
mutilated, or destroyed, lost or stolen.
Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time
after receipt of written request from the Issuer, furnish the Issuer information as to the Securities it
has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or exchange of any
Securities pursuant to Section 4.01, and Securities it has delivered in exchange for or in lieu of
mutilated, destroyed, lost or stolen Securities pursuant to Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth herein
and agrees to use reasonable care in the performance thereof.
Section 5.02. Reliance on Documents, Etc. (a) The Bank may conclusively rely, as to the
truth of the statements and correctness of the opinions expressed therein, on certificates or opinions
furnished to the Bank.
2132.026/RROCK/Co97: PAYAGr.Ac
5
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent
facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own funds
or otherwise incur any financial liability for performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment
of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to
it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, note, security or other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties. Without limiting the generality of the foregoing
statement, the Bank need not examine the ownership of any Securities, but is protected in acting upon
receipt of Securities containing an endorsement or instruction of transfer or power of transfer which
appears on its face to be signed by the Holder or an agent of the Holder. The Bank shall not be
bound to make any investigation into the facts or matters stated in a resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, note, security or other
paper or document supplied by Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or any opinion
of counsel shall be full and complete authorization and protection with respect to any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon.
(0 The Bank may exercise any of the powers hereunder and perform any duties hereunder
either directly or by or through agents or attorneys of the Bank.
Section 5.03. Recitals of Issuer. The recitals contained herein with respect to the Issuer and
in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no responsibility
for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security, or
any other Person for any amount due on any Security from its own funds.
Section 5.04. May Hold Securities. The Bank, in its individual or any other capacity, may
become the owner or pledgee of Securities and may otherwise deal with the Issuer with the same
rights it would have if it were not the Paying Agent/Registrar, or any other agent.
Section 5.05. Moneys Held by Bank. The Bank shall deposit any moneys received from
the Issuer into a trust account to be held in a fiduciary capacity for the payment of the Securities, with
such moneys in the account that exceed the deposit insurance available to the Issuer by the Federal
Deposit Insurance Corporation, to be fully collateralized with securities or obligations that are eligible
under the laws of the State of Texas to secure and be pledged as collateral for trust accounts until the
principal and interest on such securities have been presented for payment and paid to the owner
thereof Payments made from such trust account shall be made by check drawn on such trust account
2132.026/RAOCK/C097: PAYA6T.AOR
6
unless the owner of such Securities shall, at its own expense and risk, request such other medium of
payment.
Subject to the Unclaimed Property Law of the State of Texas, any money deposited with the
Bank for the payment of the principal, premium (if any), or interest on any Security and remaining
unclaimed for three years after the final maturity of the Security has become due and payable will be
paid by the Bank to the Issuer if the Issuer so elects, and the Holder of such Security shall hereafter
look only to the Issuer for payment thereof, and all liability of the Bank with respect to such monies
shall thereupon cease. If the Issuer does not elect, the Bank is directed to report and dispose of the
funds in compliance with Title Six of the Texas Property Code, as amended.
Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to
indemnify the Bank for, and hold it harmless against, any loss, liability or expense incurred without
negligence or bad faith on its part, arising out of or in connection with its acceptance or
administration of its duties hereunder, including the cost and expense against any claim or liability in
connection with the exercise or performance of any of its powers or duties under this Agreement.
Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand or controversy over its person as well as funds on deposit,
in either a Federal or State District Court located in the State and County where either the Bank
Office or the administrative offices of the Issuer is located, and agree that service of process by
certified or registered mail, return receipt requested, to the address referred to in Section 6.03 of this
Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank
has the right to file a Bill of Interpleader in any court of competent jurisdiction to determine the rights
of any Person claiming any interest herein.
Section 5.08. Depository Trust Company Services. It is hereby represented and warranted
that, in the event the Securities are otherwise qualified and accepted for "Depository Trust Company"
services or equivalent depository trust services by other organizations, the Bank has the capability
and, to the extent within its control, will comply with the "Operational Arrangements," effective
August 1, 1987, which establishes requirements for securities to be eligible for such type depository
trust services, including, but not limited to, requirements for the timeliness of payments and funds
availability, transfer turnaround time and notification of redemptions and calls.
Attached hereto is a copy of the Letter of Representation with The Depository Trust
Company.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
Section 6.02. Assignment. This Agreement may not be assigned by either party without the
prior written consent of the other.
2172.026/RAOC C/C097: PAYA6rAGIR
7
Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent,
waiver or other document provided or permitted hereby to be given or furnished to the Issuer or the
Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on
the signature page of this Agreement.
Section 6.04. Effect of Headings. The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.
Section 6.05. Successors and Assigns. All covenants and agreements herein by the Issuer
shall bind its successors and assigns, whether so expressed or not.
Section 6.06. Severability. In case any provision herein shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way
be affected or impaired thereby.
Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to any
Person, other than the parties hereto and their successors hereunder, any benefit or any legal or
equitable right, remedy or claim hereunder.
Section 6.08. Entire Agreement. This Agreement and the Order constitute the entire
agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any
conflict exists between this Agreement and the Order, the Order shall govern.
Section 6.09. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall constitute one and the
same Agreement.
Section 6.10. Termination. This Agreement will terminate (i) on the date of final payment
of the principal of and interest on the Securities to the Holders thereof or (ii) may be earlier
terminated by either party upon sixty (60) days written notice; provided, however, an early
termination of this Agreement by either party shall not be effective until (a) a successor Paying
Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice has
been given to the Holders of the Securities of the appointment of a successor Paying Agent/Registrar.
Furthermore, the Bank and Issuer mutually agree that the effective date of an early termination of this
Agreement shall not occur at any time which would disrupt, delay or otherwise adversely affect the
payment of the Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver
the Security Register (or a copy thereof), together with other pertinent books and records relating
to the Securities, to the successor Paying Agent/Registrar designated and appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force and
effect following the termination of this Agreement.
Section 6.11. Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Texas.
2132.026/RROCK/C097: PAYAOr.AGR
8
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
ATTEST:
By:
Title:
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
By:
Title:
[BANK SEAL]
[ISSUER SEAL]
ATTEST:
City Secretary
2132.026/RROCIUCO97: PAYAOT.ACIR
9
816 Congress Avenue
Austin, Texas 78701
CITY OF ROUND ROCK, TEXAS
By:
Mayor
221 East Main
Round Rock, Texas 78664
SCHEDULE A
Paying Agent/Registrar Fee Schedule
[To be supplied by the Bank]
2I32.026APROCK/CO97: PAYAOT.AOR
DATE: April 22, 1997
SUBJECT: City Council Meeting, April 24, 1997
ITEM: 9. C. Consider an ordinance authorizing the Issuance of $5,155,000 Combination
Tax and Revenue Certificates of Obligation, Series 1997; Authorizing the Levy of
an Ad Valorem Tax in support of the Certificates and Pledging Certain Surplus
Revenues; Approving an Official Statement; Authorizing the Execution of a
Purchase Agreement, a Paying Agent/Registrar Agreement and a Letter of
Representations with the Depository Trust Company and Ordaining Other Matters
Relating to the Issuance of the Certificates. (First Reading)
STAFF RESOURCE PERSON: David Kautz
The above mentioned Certificates of Obligation are to be issued for the purpose of road and
transportation improvements within the City. Approximately $300,000 of the proceeds will be
used toward finish -out of Police Department Building "B".
The Certificates of Obligation will be retired within 20 years and carry a market interest rate of
approximately 5.65%.
The Certificates will be repaid through the ad valorem property tax. Growth in the assessed
taxable value is expected to enable the property tax rate to remain at or below 41 cents after
issuance of these Certificates and the remaining $8.9 Million of voter authorized General
Obligation bonds to be issued in 1998. The City's current property tax rate is 39.9 cents.